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PaccarUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K (Mark One)xx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014OR ¨¨ 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: 1-10883 WABASH NATIONAL CORPORATION(Exact name of registrant as specified in itscharter) Delaware(State or other jurisdiction ofincorporation or organization) 1000 Sagamore Parkway SouthLafayette, Indiana(Address of Principal Executive Offices)52-1375208(IRS EmployerIdentification Number) 47905(Zip Code) Registrant’s telephone number, including area code: (765) 771-5300 Securities 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 Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes x No ¨ Indicate 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, andwill not 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 any amendment to this Form 10-K. ¨ Indicate 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 ¨Accelerated filer xNon-accelerated filer ¨Smaller reporting company¨ (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 ¨ No x The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2014 was $982,842,037 based upon the closing price ofthe Company'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 19, 2015 was 68,669,611. 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 filedwithin 120 days after December 31, 2014. TABLE OF CONTENTSWABASH NATIONAL CORPORATIONFORM 10-K FOR THE FISCALYEAR ENDED DECEMBER 31, 2014 PART I Pages Item 1Business4 Item 1ARisk Factors16 Item 1BUnresolved Staff Comments25 Item 2Properties25 Item 3Legal Proceedings26 Item 4Mine Safety Disclosures29 PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30 Item 6Selected Financial Data31 Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations32 Item 7AQuantitative and Qualitative Disclosures about Market Risk53 Item 8Financial Statements and Supplementary Data54 Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87 Item 9AControls and Procedures88 Item 9BOther Information90 PART III Item 10Executive Officers of the Registrant90 Item 11Executive Compensation90 Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90 Item 13Certain Relationships and Related Transactions, and Director Independence90 Item 14Principal Accounting Fees and Services90 PART IV Item 15Exhibits and Financial Statement Schedules91 SIGNATURES 93 2 FORWARD LOOKING STATEMENTS This Annual Report of Wabash National Corporation (the “Company”, “Wabash” or “we”) contains “forward-looking statements” within themeaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statementsmay 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; ·our ability to diversify the product offerings of non-trailer businesses and opportunities to leverage the acquisitions of Walker Group Holdings(‘Walker”) and certain assets of Beall Corporation (“Beall”) businesses to grow sales in our existing products; ·the benefits of, and our plans relating to, the transitioning of our three former West Coast retail branch locations to independent dealer facilitiesand our ability to realize the expected benefits of expanding our dealer network and continuing to grow and diversify our Retail operations; ·our expected revenues, income or loss and capital expenditures; ·our ability to manage our indebtedness ·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; ·availability and pricing of raw materials; ·availability of capital and financing; ·dependence on industry trends; ·the outcome of any pending litigation or notice of environmental dispute; ·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 differ materially fromthose projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-lookingstatements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Annual Report. Each forward-lookingstatement contained in this Annual Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are notobligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of thisAnnual Report or to reflect the occurrence of unanticipated events, except as required by law. 3 Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described throughout thisAnnual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more complete discussion of the risks of aninvestment in our securities. PART I ITEM 1—BUSINESS Overview Wabash National Corporation (“Wabash,” “Company,” “us,” “we,” or “our”) was founded in 1985 as a start-up company in Lafayette, Indiana. Weare now one of North America’s leaders in designing, manufacturing and marketing standard and customized truck and tank trailers and related transportationequipment. We believe our position as a leader in our industry has been the result of longstanding relationships with our core customers, our demonstratedability to attract new customers, our broad and innovative product lines, our technological leadership and our extensive distribution and service network. Ourmanagement team is focused on continuing to optimize our manufacturing and retail operations to match the current demand environment, implementingcost savings initiatives and lean manufacturing techniques, strengthening our capital structure, developing innovative products that enable our customers tosucceed, improving earnings and continuing diversification of the business into higher margin opportunities that leverage our intellectual and processcapabilities. Wabash was incorporated in Delaware in 1991 and is the successor by merger to a Maryland corporation organized in 1985. Our internet website iswww.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 reports available on our website free of charge as soon as practicableafter we file or furnish them with the SEC. Information on the website is not part of this Form 10-K. Operating Segments We manage our business in three segments: Commercial Trailer Products, Diversified Products and Retail. In the second quarter of 2012, wecompleted the acquisition of Walker Group Holdings (“Walker”), a manufacturer of liquid-transportation systems and engineered products significantlyenhancing our Diversified Products segment. In the first quarter of 2013, we completed the acquisition of certain assets of the tank and trailer business ofBeall Corporation (“Beall”), a manufacturer of aluminum tank trailers and related equipment based in Portland, Oregon, further adding to our DiversifiedProducts segment. In the fourth quarter of 2014, our wood flooring production business that manufactures laminated hard wood oak products for our vantrailer business, which had been reported as part of the Diversified Products segment through the third quarter of 2014, was reclassified to our CommercialTrailer Products segment due to a change in how that business is managed internally as we intend to drive improvements in the synergies between the twobusinesses. Financial performances for each of our reporting segments have been restated to reflect this realignment. Certain corporate related administrativecosts, interest and income taxes are not allocated and so are reported in our corporate and eliminations segment. Financial results by operating segment,including information about revenues from customers, measures of profit and loss and financial information regarding geographic areas and export sales arediscussed in Note 13, Segments and Related Information, of the accompanying consolidated financial statements. By operating segment, net sales were asfollows (dollars in millions): Year Ended December 31, 2014 2013 2012 Sales by Segment Commercial Trailer Products $1,294.2 $1,082.4 $1,064.6 Diversified Products 466.2 458.7 321.3 Retail 190.1 181.5 157.6 Corporate and Eliminations (87.2) (86.9) (81.6)Total $1,863.3 $1,635.7 $1,461.9 4 Commercial Trailer Products Commercial Trailer Products segment sales as a percentage of our consolidated net sales and gross margin measured prior to intersegmenteliminations were: Years Ended December 31, 2014 2013 2012 Percentage of net sales 66.4% 62.8% 69.0%Percentage of gross margin 45.8% 39.5% 45.9% The Commercial Trailer Products segment manufactures standard and customized truck trailers. We seek to identify and produce proprietary customproducts that offer exceptional value to customers with the potential to generate higher profit margin than standardized products. We believe that we havethe engineering and manufacturing capability to produce these products efficiently. We introduced our proprietary composite product, DuraPlate®, in 1996and have experienced widespread truck trailer industry acceptance. Since 2002, sales of our DuraPlate® trailers have represented approximately 94% of ourtotal new dry van trailer sales. We are also a competitive producer of standardized sheet and post and refrigerated trailer products as well as other specialtyproducts including converter dollies. Through our Transcraft subsidiary we also manufacture steel and aluminum flatbed and dropdeck trailers. Through ourCommercial Trailer Products segment, we also operate a wood flooring production facility that manufactures laminated hard wood oak products for our vantrailer products. 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, through independent dealers and through ourCompany-owned retail branch network. Historically, we have focused on our longstanding core customers representing many of the largest companies in thetrucking industry, but have expanded this focus over the past several years to include numerous additional key accounts. Our relationships with our corecustomers have been central to our growth since inception. We have also actively pursued the diversification of our customer base through our network ofindependent dealers. For our van business we utilize a total of 26 independent dealers with approximately 62 locations throughout North America to marketand distribute our trailers. We distribute our flatbed and dropdeck trailers through a network of 77 independent dealers with approximately 113 locationsthroughout North America. In addition, we maintain a used fleet sales center to focus on selling both large and small fleet trade packages to the wholesalemarket. Diversified Products Diversified Products segment sales as a percentage of our consolidated net sales and gross margin measured prior to intersegment eliminations were: Years Ended December 31, 2014 2013 2012 Percentage of net sales 23.9% 26.6% 20.8%Percentage of gross margin 45.2% 51.0% 43.9% The Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings, end markets andrevenues and extend our market leadership by leveraging our intellectual property and technology, including our proprietary DuraPlate® panel technology,drawing on our core manufacturing expertise and making available products that are complementary to the truck and tank trailers and transportationequipment we offer. This segment includes a wide array of products and customer-specific solutions. Leveraging our intellectual property and technologyand core manufacturing expertise into new applications and market sectors enables us to deliver greater value to our customers and shareholders. Our DuraPlate® composite panel technology contains unique properties of strength and durability that can be utilized in numerous applications inaddition to truck trailers. The Diversified Products segment has leveraged our DuraPlate® panel technology to develop numerous proprietary products,including a foldable portable storage container, the AeroSkirt® and AeroSkirt CXTM, aerodynamic solutions for over-the-road trailers that provideapproximately 6% improvement in fuel efficiency, as well as other solutions designed to improve overall trailer aerodynamics and fuel economy, mostnotably the Ventix DRSTM and AeroFinTM. In addition, we utilize our DuraPlate® technology in the production of truck bodies, overhead doors and otherindustrial applications. These DuraPlate® composite products are sold to original equipment manufacturers and aftermarket customers. 5 In May 2012, we added to our Diversified Products segment by completing the Walker acquisition. Walker is a leading manufacturer of liquid-transportation systems and engineered products based in New Lisbon, Wisconsin. The acquisition of Walker provided Wabash with diversification inproducts, end-markets, customers and geographies, while maintaining a focus on core manufacturing capabilities that the two companies share. Walker’stransportation products include brands such as Walker Transport, Garsite, Walker Defense Group, Progress Tank, Brenner® Tank, TST® and BulkInternational. These brands represent leading positions in liquid transportation systems, including stainless steel liquid transportation systems and stainlesssteel liquid-tank trailers for the North American chemical, dairy, food and beverage, petroleum, aviation, energy services and waste hauling markets. Walker’sengineered products include brands such as Walker® Engineered Products, Walker® Barrier Systems and Extract Technology®. These brands represent whatwe estimate to be leading positions in isolators, stationary silos and downflow booths around the world for the chemical, dairy, food and beverage,pharmaceutical and nuclear markets. In addition, in February 2013, we further added to our Diversified Products segment by completing, out of bankruptcyliquidation, the acquisition of certain assets of the tank and trailer business of Beall Corporation, a manufacturer of aluminum tank trailers and relatedequipment based in Portland, Oregon. Through these brands and product offerings, our Diversified Products segment now serves a variety of end markets a number of which we believe areless cyclical than other markets historically served by Wabash. We believe Walker’s diversified products base, end-markets and customers also presentopportunities to grow sales of existing Wabash products. We expect to continue to focus on diversifying our Diversified Products segment to enhance ourbusiness model, strengthen our revenues and become a stronger company that can deliver greater value to our shareholders. Retail Retail segment sales as a percentage of our consolidated net sales and gross margin measured prior to intersegment eliminations were: Years Ended December 31, 2014 2013 2012 Percentage of net sales 9.7% 10.5% 10.2%Percentage of gross margin 9.1% 9.5% 10.2% The Retail segment includes our 15 Company-owned retail branch locations, which are strategically located near large metropolitan areas to provideadditional opportunities to distribute our products, diversify our factory direct sales and also offer nationwide services and support capabilities for ourcustomers. In May 2014, we entered into a definitive agreement with TEC Equipment, Inc. to transition three of our retail locations in California and Oregonto independent dealer facilities. Additionally, this segment includes 9 on-site service locations, whereby we provide dedicated service on a customer’s site inconjunction with long-term service and maintenance contracts. Our retail branch network’s sale of new and used trailers, aftermarket parts and servicegenerally provides enhanced margin opportunities to our retail customers. Strategy We 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 our associates’capabilities and to attract talented people. 6 ·Customer Focus. We have been successful in developing longstanding relationships with core customers, and while we intend to maintain theserelationships we seek to create new revenue opportunities by developing new customer relationships through the offering of tailoredtransportation solutions. ·Innovation. We intend to continue to be the technology leader by providing new and differentiated products and services that generateenhanced profit margins. ·Corporate Growth. We intend to expand our product offering and competitive advantage by increasing our focus on the diversification ofproducts and leveraging our intellectual and physical assets for organic growth. Industry and Competition Trucking in the U.S., according to the American Trucking Association (ATA), was estimated to be a $682 billion industry in 2013, representingapproximately 81% of the total transportation industry revenue. Furthermore, ATA estimates that approximately 69% of all freight tonnage in 2013 wascarried by trucks. Trailer demand is a direct function of the amount of freight to be transported. As the economy improves, ATA estimates that the percentageof freight tonnage carried by trucks will grow to 71% by 2025. To meet this expected increased in freight demand, truck carriers will need to expand andreplace their fleets, which typically results 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 of the last threecycles the decline in freight tonnage preceded the general U.S. economic downturn by approximately two and one-half years and the recovery has generallypreceded that of the economy as a whole. The trailer industry generally follows the transportation industry, experiencing cycles in the early and late 90’slasting approximately 58 and 67 months, respectively. Truck freight tonnage, according to ATA statistics, started declining year-over-year in 2006 andremained at depressed levels through 2009. The most recent cycle concluded in 2009, lasting a total of 89 months. After three consecutive years with totaltrailer demand well below normal replacement demand levels estimated to be between 200,000 trailers and 220,000 trailers, the four year period endingDecember 2014 represent years of significant improvement in which the total trailer market increased year-over-year approximately 67%, 13%, 1% and 15%for 2011, 2012, 2013 and 2014, respectively, with total shipments of approximately 207,000; 234,000; 237,000 and 271,000, respectively. In our view, weexpect to see continued strong demand for new trailer equipment as the economic and industry specific indicators we track, including but not limited toATA’s truck tonnage index, total industrial production, employment growth, housing and auto sectors, as well as the overall gross domestic product, appearto be trending in a positive direction. Wabash, and its three largest competitors, Great Dane, Utility and Hyundai Translead, are generally viewed as the top trailer manufacturers in theU.S. and have accounted for greater than 50% of U.S. new trailer market share in recent years, including approximately 68% in 2014. Our market share of U.S.total trailer shipments in 2014 was approximately 21%. Trailer manufacturers compete primarily through the quality of their products, customer relationships,service availability and price. Over the past several years, we have seen a number of our competitors follow our leadership in the development and use ofcomposite sidewalls that compete directly with our DuraPlate® products. Our product development is focused on maintaining our leading position withrespect to these products and on development of new products and markets, leveraging our proprietary DuraPlate® product, as well as our expertise in theengineering and design of customized products. The table below sets forth new trailer production for Wabash and, as provided by Trailer Body Builders Magazine, our largest competitors and thetrailer industry as a whole within North America. The data represents all segments of the market, except containers and chassis. For the years included below,we have participated primarily in the van and platform trailer segments and added the tank trailer segment beginning in 2012 with the acquisitions of Walkerin May 2012 and certain assets of Beall Corporation in February 2013. Van trailer demand, the largest segment within the trailer industry, has continued toshow sequential improvements over each of the last five years from a low of approximately 52,000 trailers in 2009 recovering to an estimated 196,000 vantrailers in 2014. Our market share for van trailers in 2014 was approximately 25%, an increase of approximately 2% from 2013. 7 2014 2013 2012 2011 2010 Wabash 56,000 46,000 45,000(2) 49,000 27,000 Great Dane 48,000 44,000 44,000 39,000 21,000 Utility 41,000 39,000 38,000 33,000 23,000 Hyundai Translead 34,000 27,000 23,000 18,000 8,000 Stoughton 13,000 12,000 11,000 9,000 5,000 Other principal producers 37,000 31,000 33,000 25,000 19,000 Total Industry 265,000 232,000(1) 227,000 201,000(1) 122,000(1)(1)Data revised by publisher in a subsequent year.(2)The 2012 production includes Walker volumes on a full-year pro forma basis. Our diversified product segment, in most cases, participates in markets different than our traditional trailer product offerings. The end markets thatour diversified products serve are broader and more diverse than the trailer industry, including environmental, pharmaceutical, biotech, oil and gas, movingand storage and specialty vehicle. In addition, our diversification efforts pertain to new and emerging markets and many of the products are driven byregulatory requirements or, in most cases, customer-specific needs. However, some of our diversification efforts are considered to be in the early growth stagesand future success is largely dependent on continued customer adoption of our product solutions and general expansion of our customer base anddistribution channels. Competitive Strengths We 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 trucking companies,generating a revenue base that has helped to sustain us as one of the market leaders. According to Transport Topics, our van products arepreferred by many of the industry’s leading carriers with our customers representing approximately two-thirds of the top 50 and more than one-half of the top 100 for-hire fleets. We are also a leading provider of liquid-transportation systems and engineered products. With an estimatedone-third market share of the tank trailer industry, we have a strong customer base, consisting of mostly private fleets, and have earned leadingmarket positions and a strong customer base across many of the markets we serve. ··Innovative Product Offerings – Our DuraPlate® proprietary technology offers what we believe to be a superior trailer, which customers value. ADuraPlate® trailer is a composite plate trailer using material that contains a high-density polyethylene core bonded between high-strength steelskins. We believe that the competitive advantages of our DuraPlate® trailers compared 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 19 years and through December 2014 have sold over 550,000 trailers. This provenexperience, combined with ownership and knowledge of the DuraPlate® panel technology, helps ensure continued industry leadership in thefuture. We continue to introduce new innovations in our DuraPlate® family, including DuraPlateHD® and DuraPlate XD-35®, along with newinnovations in other product lines, including our ArcticLite® refrigerated trailers and the FreightPro® sheet and post trailer. 8 ··Significant Market Share and Brand Recognition – We have been one of the three largest manufacturers of trailers in North America since1994, with one of the most widely recognized brands in the industry. We are currently the largest producer of van trailers in North America and,according to data published by Trailer Body Builders Magazine, our Transcraft subsidiary is one of the leading producers of platform trailers. . Inaddition, as a result of recent acquisitions, we are now considered one of the largest manufacturers of stainless steel and aluminum tank trailersin North America. We participate broadly in the transportation industry through each of our three business segments. As a percentage of ourconsolidated net sales, new trailer sales for our dry and refrigerated vans, platforms and tanks represented approximately 80% in 2014. ··Committed Focus on Operational Excellence – Safety, quality, on-time delivery, productivity and cost reduction are the core elements of ourprogram of continuous improvement. We currently maintain an ISO 14001 registration of our Environmental Management System at ourLafayette, Indiana facilities and an ISO 9001 registration of our Quality Management System at our Lafayette, Indiana and Cadiz, Kentuckyfacilities. ··Technology – We continue to be recognized by the trucking industry as a leader in developing technology to provide value-added solutions forour customers that reduce trailer operating costs, improve revenue opportunities, and solve unique transportation problems. Throughout ourhistory, we have been and will continue to be a leading innovator in the design and production of trailers. In addition to the introduction of newtrailer product innovations made through our DuraPlate® family over the past 19 years, we have also focused on a customer-centered approachin developing product enhancements for industries we serve. Some of the more recent innovations include: the development of mobile cleanrooms, or self-contained laboratories, which are configured to provide solutions in isolation and containment into a rapidly deployable andflexible manufacturing facility; Ventex DRSTM and AeroFinTM, introduced in February 2015 as a trailer drag reduction system andaerodynamic tail device that provide significant improvements to trailer aerodynamics and fuel economy; DuraPlate® XD-35®, a revolutionary35,000 pound concentrated floor load rated dry van for heavy haul applications; Trustlock Plus®, a proprietary single-lock rear doormechanism; a combination ID/Stop light, a dual-function rear ID light that also actuates as a brake indicator; MaxClearenceTM Overhead DoorSystem, a vertical door that provides an opening that would be comparable to that of swing door models; and the DuraPlate® Aeroskirt® andAeroskirt CXTM, durable aerodynamic solutions that, based on certified laboratory and track testing, provides improved fuel efficiencies of upto 6%. ··Corporate Culture – We benefit from an experienced, value-driven management team and dedicated workforce focused on operationalexcellence. ··Extensive Distribution Network – Our 15 Company-owned retail branches extend our sales network throughout North America, diversify ourfactory direct sales, provide an outlet for used trailer sales and support our national service contracts. Additionally, we utilize a network of 26independent dealers with approximately 62 locations throughout North America to distribute our van trailers, and our Transcraft distributionnetwork consists of 77 independent dealers with approximately 113 locations throughout North America. Our tank trailers are distributedthrough a network of 71 independent dealers and locations throughout North America. Regulation Truck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The federal governmentalso regulates certain safety features incorporated in the design and use of truck and tank trailers. These regulations include, but are not limited to,requirements on anti-lock braking systems (ABS) and rear-impact guard standards, as well as operator restrictions as to hours of service and minimum driversafety standards (see “Industry Trends”). In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tankdesign, material type and thickness. Manufacturing operations are subject to environmental laws enforced by federal, state and local agencies (see"Environmental Matters"). Products Since our inception, we have expanded our product offerings from a single truck trailer dry van product to a broad range of transportation equipmentand diversified industrial products. 9 Our Commercial Trailer Products segment specializes in the development of innovative proprietary products for our key markets. CommercialTrailer Products segment sales represented approximately 66%, 63% and 69% of our consolidated net sales as measured before elimination of intersegmentsales in 2014, 2013 and 2012, respectively. Our current Commercial Trailer Products primarily include 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 a composite plate wall for increaseddurability and greater strength. Our FreightPro® trailers provide us a competitive product within the smooth aluminum, or “sheet and post,”trailer segment. ·Platform Trailers. Platform trailers are sold under Transcraft®, Eagle® and Benson® trademarks. Platform trailers consist of a trailer chassis witha flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction materialsand large equipment. In addition to our all steel and combination steel and aluminum platform trailers, we also offer a premium all-aluminumplatform trailer. ·Refrigerated Trailers. Refrigerated trailers have insulating foam in the walls, roof and floor, which improves both the insulation capabilities anddurability of the trailers. Our refrigerated trailers are sold under the ArcticLite® trademark and use our proprietary SolarGuard® technology,coupled with our novel foaming process, which we believe enables customers to achieve lower costs through reduced operating hours ofrefrigeration equipment and therefore reduced fuel consumption. ·Specialty Trailers, Parts and Other. This includes a wide array of specialty equipment and services generally focused on products that require ahigher degree of customer specifications and requirements. These specialty products include converter dollies, Big Tire Hauler, Steel CoilHauler and RoadRailer® trailers, rail products and aftermarket component products. ·Used Trailers. This includes the sale of used trailers through our used fleet sales center to facilitate new trailer sales with a focus on selling bothlarge and small fleet trade packages to the wholesale market. ·Wabash Wood Products. We manufacture laminated hardwood oak products used primarily in our dry van trailer segment at our manufacturingoperations located in Harrison, Arkansas. Our Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings and revenues and extendour market leadership by leveraging our proprietary DuraPlate® panel technology, drawing on our core manufacturing expertise and making availableproducts that are complementary to the truck trailers and transportation equipment we offer. Our Diversified Products segment has expanded in recent yearsthrough strategic acquisitions. Diversified Products segment sales represented approximately 24%, 27% and 21% of our consolidated net sales as measuredbefore elimination of intersegment sales in 2014, 2013 and 2012, respectively. Our current Diversified Products primarily include the following: ·Walker Group. Walker currently has several principal brands divided among transportation and engineered products. Walker Transport, WalkerDefense Group, Brenner® Tank, Bulk Tank International, Progress Tank, Garsite and TST® are brands under which we sell transportationproducts that include: stainless steel and aluminum liquid transport tank trailers and other liquid transport solutions for the dairy, food andbeverage, chemical and environmental and petroleum industries; aircraft refuelers and hydrant dispensers for in-to-plane fueling companies,airlines, freight distribution 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 BarrierSystems and Extract Technology® are brands that sell engineered products and include: a broad range of products for storage, mixing andblending, including process vessels, as well as round horizontal and vertical storage silo tanks; containment and isolation systems for thepharmaceutical, chemical, and nuclear industries, including custom designed turnkey systems and spare components for full service andmaintenance contracts; containment systems for the pharmaceutical, chemical and biotech markets; and mobile water storage tanks used in theoil and gas industry to pump high-pressure water into underground wells. A listing of these widely recognized brands offered through theWalker Group are included below: 10 -Walker Transport – Founded as the original Walker business in 1943, the Walker Transport brand includes stainless-steel tank trailers forthe dairy, food and beverage end markets. -Brenner® Tank – Founded in 1900, Brenner® Tank manufactures stainless-steel and aluminum tank trailers, dry bulk trailers, fiberglassreinforced poly tank trailers as well as carbon steel frac tanks and vacuum tank trailers for the oil and gas, chemical, dairy, food andbeverage, energy and environmental services end markets. -Bulk Tank International – 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 related tank trailerequipment for the dry bulk and petroleum end markets. -Progress Tank – Since 1920, the Progress Tank brand has included aluminum and stainless-steel truck-mounted tanks for the oil and gasand environmental end markets. -Garsite – Founded in 1952, Garsite is a value-added assembler of aircraft refuelers, hydrant dispensers, and above-ground fuel storage tanksfor 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, and processors for thedairy, food and beverage, pharmaceutical, chemical and biotech end markets under the Walker Engineered Products brand. -Walker Barrier Systems – Since 1996, Walker Barrier Systems brand has included stainless-steel isolators and downflow booths, as well ascustom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech and nuclear endmarkets. -Extract Technology® – Since 1981, the Extract Technology® brand has included stainless-steel isolators and downflow booths, as well ascustom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech and nuclear endmarkets. ·Wabash® Composites. Our composite products expand the use of DuraPlate® composite panels, already a proven product in the semi-trailermarket for over 19 years, into new product and market applications. In 2009, we introduced our EPA Smartway®1 approved DuraPlate®AeroSkirt®. Furthermore, in February 2015 we introduced three solutions designed to significantly improve trailer aerodynamics and fueleconomy featuring a trailer drag reduction system to manage airflow across the entire length of trailer, or Ventix DRSTM, an aerodynamic taildevise to direct airflow across the rear of the trailer, or AeroFinTM, and a new lighter version of our AeroSkirt design called AeroSkirt CXTM.Other composite products include foldable portable storage containers, truck bodies, overhead doors and other industrial applications. Wecontinue to develop new products and actively explore markets that can benefit from the proven performance of our proprietary technology. Our Retail segment offers products in three general categories, including new trailers, used trailers and parts and service. Retail segment salesrepresented approximately 10% of our consolidated net sales as measured before elimination of intersegment sales in each of the last three years. Thefollowing is a description of each product category: ·New Trailers. We sell new trailers produced by the Commercial Trailer Products and Diversified Products segments. Additionally, we sellspecialty trailers produced by third parties that are purchased in smaller quantities for local or regional transportation needs. As a percentage ofconsolidated net sales, new trailer sales through our Retail segment represented approximately 5% of consolidated net sales in each of 2014,2013 and 2012. 1 EPA Smartway® is a registered trademark of U.S. Environmental Protection Agency (EPA) 11 ·Parts & Service. We provide replacement parts and accessories, maintenance service and trailer repairs and conversions for trailers and otherrelated equipment. As a percentage of consolidated net sales, parts and service sales within our Retail segment represented approximately 4%,5% and 5% in 2014, 2013 and 2012, respectively. ·Used Trailers. We sell used trailers through our retail branch network to enable us to remarket and promote new trailer sales in the local regionsin which we operate. Used trailer sales represented less than 5% of consolidated net sales in each of 2014, 2013 and 2012. Customers Our customer base has historically included many of the nation’s largest truckload (TL) common carriers, leasing companies, private fleet carriers,less-than-truckload (LTL) common carriers and package carriers. Our customer base includes approximately two-thirds of the top fifty and more than one-halfof the top one hundred for-hire fleet operators in North America, according to Transport Topics. We continue to make improvements in expanding ourcustomer base and diversifying into the broader trailer market through leveraging our independent dealer and company-owned retail networks, as well asthrough strategic acquisitions. 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 as strategically throughour acquisitions. All of these efforts have been accomplished while maintaining our relationships with our core customers. Our five largest customers togetheraccounted for approximately 20%, 17% and 23% of our aggregate net sales in 2014, 2013 and 2012, respectively. No individual customer accounted formore 10% or more of our aggregate net sales during the past three years. International sales, primarily to Canadian customers, accounted for less than 10% ofnet 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.; Covenant Transportation Group, Inc; Cowan Systems, LLC; Crete CarrierCorporation; Heartland Express, Inc.; J.B Hunt Transport, Inc.; Knight Transportation, Inc.; Schneider National, Inc.; Swift TransportationCorporation; U.S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc. ·Less-Than-Truckload Carriers: FedEx Corporation; Old Dominion Freight Lines, Inc.; R&L Carriers Inc.; and YRC Worldwide, Inc. ·Refrigerated Carriers: CR England, Inc.; K&B Transportation, Inc.; Prime, Inc.; and Southern Refrigerated Transport, Inc. ·Leasing Companies: Penske Truck Leasing Company; Wells Fargo Equipment Finance, Inc.; and Xtra Lease, Inc. ·Private Fleets: C&S Wholesale Grocers, Inc.; Dollar General Corporation; and Safeway, Inc. ·Liquid Carriers: Dana Liquid Transport Corporation; Evergreen Tank Solutions LLC; Martin Transport, Inc.; Oakley Transport, Inc.; QualityCarriers, Inc.; Sentinel Transportation LLC; Superior Tank, Inc.; and Trimac Transportation. Through our Diversified Products segment we also sell our products to several other customers including, but not limited to: GlaxoSmithKlineServices Unlimited; Poly-Coat Systems, Inc.; Semo Tank/Baker Equipment Company; Southwest Airlines Company; Quality Carriers.; UtilimasterCorporation; Matlack Leasing LLC; International Equipment Logistics, Inc.; and Wabash Manufacturing, Inc. (an unaffiliated company). 12 Marketing and Distribution We 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 have focused on thefactory direct market in which customers are highly knowledgeable of the life-cycle costs of trailer equipment and, therefore, are best equipped to appreciatethe design and value-added features of our products. We have also actively pursued, through our Company-owned and independent dealer network, thediversification of our customer 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 in geographic regionswhere our branches are located. This branch network enables us to provide maintenance and other services to customers. The branch network and our usedtrailer centers provide an outlet to facilitate the resale of used trailers taken in trade upon the sale of new trailers, which is a common practice with fleetcustomers. We also sell our van trailers through a network of 26 independent dealers with approximately 62 locations throughout North America. Our platformtrailers are sold through 77 independent dealers with approximately 113 locations throughout North America. Our tank trailers are distributed through anetwork of 71 independent dealers and locations throughout North America. The dealers primarily serve mid-market and smaller sized carriers and privatefleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers may also perform service work for ourcustomers. Raw Materials We 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 parts represented approximately 67%,66% and 69% of our consolidated net sales in 2014, 2013 and 2012, respectively. Raw material costs as a percentage of our consolidated net sales realizedthroughout 2014 are in line with recent years as raw material, commodity and component costs have remained relatively consistent as compared to recentyears. Significant price fluctuations or shortages in raw materials or finished components has had, and could have further, adverse effects on our results ofoperations. In 2015 and for the foreseeable future, we expect that the raw materials used in the greatest quantity will be steel, aluminum, plastic and wood. Wewill endeavor to pass along any raw material and component cost increases and, to minimize the effect of price fluctuations, we hedge certain commoditieswhich have the potential to significantly impact our operations. Backlog Orders that have been confirmed by customers in writing, have defined delivery timeframes and can be produced during the next 18 months areincluded in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms or cancellation. Ourbacklog of orders at December 31, 2014 and 2013 was approximately $1,087 million and $711 million, respectively. We expect to complete the majority ofour existing backlog orders within the next 12 months. Patents and Intellectual Property We hold or have applied for 93 patents in the U.S. on various components and techniques utilized in our manufacture of transportation equipmentand engineered products. In addition, we hold or have applied for 111 patents in foreign countries. 13 Our patents include intellectual property related to the manufacture of trailers using our proprietary DuraPlate® product, which we believe offers us asignificant competitive advantage, our containment and isolation systems, as well as other engineered products. Our DuraPlate® patent portfolio includesseveral patents and pending patent applications, which cover not only utilization of our DuraPlate® product in the manufacture of trailers, but also cover anumber of aerodynamic-related products aimed at increasing the fuel efficiency of trailers. Patents in our DuraPlate® patent portfolio have expiration datesranging from 2016 to 2030 with certain patents relating to the use of DuraPlate® panels within the sidewall of our dry van trailers expiring in 2016. However,we also believe that our proprietary DuraPlate® production process, which has been developed and refined since 1995, offers us a significant competitiveadvantage in the industry – above and beyond the benefits provided by patent protection concerning the use and/or design of our DuraPlate® products.While unpatented, we believe the proprietary knowledge of this process and the significant intellectual and capital hurdles in creating a similar productionprocess provide us with an advantage over others in the industry who utilize composite panel technology. In addition, our intellectual property portfolio includes patents and patent applications covering many of our engineered products, including ourcontainment and isolation systems, as well as many trailer industry components. These products have become highly desirable and are recognized for theirinnovation in the markets we serve. The engineered products patents and patent applications relate to our industry leading isolation systems, sold under theWalker Barrier Systems and Extract Technologies® businesses. These patents have expiration dates ranging from 2015 to 2030. The patents and patentapplications relating to our proprietary trailer-industry componentry include, for example, those covering the Trust Lock Plus® door locking mechanism, theMax Clearance® Overhead Door System, which provides additional overhead clearance when an overhead-style rear door is in the opened position thatwould be comparable to that of swing-door models, the use of bonded intermediate logistics strips, the bonded D-ring hold-down device, bonded skylights,and the DuraPlate® arched roof. The patents covering these products will not expire before 2029. Additionally, several patented products sold by theDiversified Products segment, including products like the ShakerTank® trailer, a vibrating bulk tank trailer used in transporting viscous materials, will notexpire before 2026. We believe all of these proprietary products offer us a competitive market advantage in the industries in which we compete. We also hold or have applied for 44 trademarks in the U.S. as well as 54 trademarks in foreign countries. These trademarks include the Wabash®,Wabash National®, Transcraft®, Benson®, TST®, Extract Technologies®, Beall® and Brenner® brand names as well as trademarks associated with ourproprietary products such as DuraPlate®, RoadRailer®, Transcraft Eagle®, Arctic Lite®, and Benson® trailers. Additionally, we utilize several tradenames thatare each well-recognized in their industries, including Walker Transport, Walker Stainless Equipment, Walker Engineered Products, Walker Barrier Systems,Garsite, Bulk Tank International and Progress Tank. Our trademarks associated with additional proprietary products include Max Clearance® Overhead DoorSystem, Trust Lock Plus®, EZ-7®, DuraPlate Aeroskirt®, DuraPlate Aeroskirt CXTM, DuraPlate XD-35®, DuraPlate HD®, SolarGuard®, Ventix DRSTM,AeroFinTM and EZ-Adjust®. We believe these trademarks are important for the identification of our products and the associated customer goodwill; however,our business is not materially dependent on such trademarks. Research and Development Research and development expenses are charged to earnings as incurred and were $1.7 million, $2.2 million and $1.7 million in 2014, 2013 and2012, respectively. Environmental Matters Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, wastewater discharges, thehandling and disposal of solid and hazardous wastes and occupational safety and health. Our operations and facilities have been, and in the future maybecome, the subject of enforcement actions or proceedings for non-compliance with such laws or for remediation of company-related releases of substancesinto the environment. Resolution of such matters with regulators can result in commitments to compliance abatement or remediation programs and in somecases 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 have incurred, andwill continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations. However, we currently do notanticipate that the future costs of environmental compliance will have a material adverse effect on our business, financial condition or results of operations. 14 Employees As of December 31, 2014 and 2013, we had approximately 5,100 and 4,800 full-time associates, respectively. Throughout 2014, essentially all ofour active associates were non-union. Our temporary associates represented approximately 18% of our overall production workforce as of December 31, 2014as compared to approximately 20% at the end of the prior year period. We place a strong emphasis on maintaining good employee relations and developmentthrough competitive compensation and related benefits, a safe work environment and promoting educational programs and quality improvement teams. Executive Officers of Wabash National Corporation The following are the executive officers of the Company: Name Age PositionRichard J. Giromini 61 President and Chief Executive Officer, DirectorRodney P. Ehrlich 68 Senior Vice President – Chief Technology OfficerBruce N. Ewald 63 Senior Vice President – Sales and MarketingWilliam D. Pitchford 60 Senior Vice President – Human Resources and Assistant SecretaryErin J. Roth 39 Senior Vice President – General Counsel and SecretaryJeffery L. Taylor 49 Senior Vice President – Chief Financial OfficerMark J. Weber 43 Senior Vice President – Group President, Diversified Products GroupBrent L. Yeagy 44 Senior Vice President – Group President, Commercial Trailer Products Richard J. Giromini. Mr. Giromini was promoted to President and Chief Executive Officer in January 2007. He had been Executive Vice Presidentand Chief Operating Officer from February 2005 until December 2005 when he was appointed President and a Director of the Company. Prior to that, he hadbeen Senior Vice President - Chief Operating Officer since joining the Company in July 2002. Mr. Giromini was with Accuride Corporation from April 1998to July 2002, where he served in capacities as Senior Vice President - Technology and Continuous Improvement; Senior Vice President and General Manager- Light Vehicle Operations; and President and CEO of AKW LP. Previously, Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 servingas the Director of Manufacturing. Mr. Giromini holds a Bachelor of Science degree in mechanical and industrial engineering and a Master of Science degreein industrial management, both from Clarkson University. He is a graduate of the Advanced Management Program at the Duke University Fuqua School ofManagement. Rodney P. Ehrlich. Mr. Ehrlich has been Senior Vice President – Chief Technology Officer of the Company since January 2004. From 2001 to 2003,Mr. Ehrlich was Senior Vice President of Product Development. Mr. Ehrlich has been in charge of the Company's engineering operations since the Company'sfounding. Prior to Wabash National, Mr. Ehrlich started with Monon Trailer Corporation in 1963 working various positions until becoming Chief Engineerin 1973, Director of Engineering in 1978, and serving until joining the founders of Wabash National in 1985. Mr. Ehrlich has obtained over 60 patents intrailer related design during his more than 50 year career in the trailer manufacturing business. Mr. Ehrlich holds a Bachelor of Science degree in MechanicalEngineering 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 joinedthe Company in March 2005. In October 2005, he was promoted to Senior Vice President – Sales and Marketing. Mr. Ewald has more than 30 years ofexperience in the transportation industry. Most recently, Mr. Ewald was with PACCAR from 1991 to February 2005 where he served in a number ofexecutive-level positions. Prior to PACCAR, Mr. Ewald spent 10 years with Genuine Parts Co. where he served in several positions, including President andGeneral Manager, Napa Auto Parts/Genuine Parts Co. Mr. Ewald holds a Bachelor of Science degree in Business from the University of Minnesota. William D. Pitchford. Mr. Pitchford was promoted to Senior Vice President – Human Resources and Assistant Secretary in June 2013. He joined theCompany in December 2011 as Vice President – Human Resources with an extensive Human Resource background including executive leadership andmanagement, training and development, employee relations, compensation planning and organizational design. Prior to joining the Company, Mr. Pitchfordserved as Vice President - Human Resources for Rio Tinto Alcan Corporation in Chicago, Illinois, from January 2009 to December 2010 and was with FordMotor Company for more than 30 years where he held a variety of key leadership positions including Human Resources Director, Labor Relations Directorand Senior Human Resources Manager. Mr. Pitchford holds a Master of Arts degree in Personnel Management from Central Michigan and a Bachelors ofScience degree from Indiana State University. 15 Erin J. Roth. Effective January 2011, Ms. Roth was promoted to the position of Senior Vice President – General Counsel and Secretary, followingher appointment in March 2010 to the position of Vice President – General Counsel and Secretary. Ms. Roth joined the Company in March 2007 asCorporate Counsel and was promoted in July 2009 to Senior Corporate Counsel. For the five years prior to joining the Company, Ms. Roth was engaged inthe private practice of law with Barnes & Thornburg, LLP, representing a number of private and public companies throughout the U.S. Ms. Roth earned herBachelor of Science degree in Accounting from Butler University and her Juris Doctorate from the Georgetown University Law Center. Jeffery L. Taylor. Mr. Taylor was appointed Senior Vice President and Chief Financial Officer in January 2014. Mr. Taylor joined the company inJuly 2012 as Vice President of Finance and Investor Relations and was promoted to Vice President – Acting Chief Financial Officer and Treasurer in June2013. Prior to joining the Company, Mr. Taylor was with King Pharmaceuticals, Inc. from May 2006 to July 2011 as Vice President, Finance – TechnicalOperations, and with Eastman Chemical Company from June 1997 to May 2006 where he served in various positions of increasing responsibility withinfinance, accounting, investor relations and business management, including its Global Business Controller – Coatings, Adhesives, Specialty Polymers &Inks. Mr. Taylor earned his Bachelor of Science in Chemical Engineering from Arizona State University and his Masters of Business Administration from theUniversity of Texas at Austin. Mark J. Weber. Mr. Weber was appointed to Senior Vice President - Group President of Diversified Products Group in June 2013. Mr. Weber joinedthe Company in August 2005 as Director of Internal Audit, was promoted in February 2007 to Director of Finance, and in November 2007 to Vice Presidentand Corporate Controller. In August 2009 Mr. Weber was then appointed to the position of Senior Vice President – Chief Financial Officer. Prior to joiningthe Company, Mr. Weber was with Great Lakes Chemical Corporation from October 1995 through August 2005 where he served in several positions ofincreasing responsibility within accounting and finance, including Vice President of Finance. Mr. Weber earned his Masters of Business Administration andBachelor of Science in Accounting from Purdue University’s Krannert School of Management. Brent L. Yeagy. Mr. Yeagy was appointed to Senior Vice President – Group President of Commercial Trailer Products Group in June 2013. He hadbeen Vice President and General Manager for the Commercial Trailer Products Group since January 2010. Prior to that, he had been Vice President of VanManufacturing since 2007. Mr. Yeagy has held numerous operations related roles since joining Wabash National in February 2003. Prior to joining theCompany, Mr. Yeagy held various roles within Human Resources, Environmental Engineering and Safety Management for Delco Remy International fromJuly 1999 through February 2003. Mr. Yeagy served in various Plant Engineering roles at Rexnord Corporation from December 1995 through July 1997. Mr.Yeagy is a veteran of the United States Navy, serving from 1991-1994. He received his Master degree in Business (MBA) from Anderson University and hisMaster and Bachelor degrees in Science from Purdue University. He is a graduate of the University of Michigan, Ross School of Business Program inExecutive Management and the Stanford Executive Program. ITEM 1A—RISK FACTORS You should carefully consider the risks described below in addition to other information contained or incorporated by reference in this AnnualReport before investing in our securities. Realization of any of the following risks could have a material adverse effect on our business, financial condition,cash flows and results of operations. 16 Risks Related to Our Business, Strategy and Operations Our 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 overall economicconditions. Customers historically have replaced trailers in cycles that run from five to 12 years, depending on service and trailer type. Poor economicconditions can adversely affect demand for new trailers and have historically, and has currently, led to an overall aging of trailer fleets beyond a typicalreplacement cycle. Customers’ buying patterns can also be influenced by regulatory changes, such as federal hours-of-service rules as well as overall trucksafety 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 this cyclicality.During downturns, we operate with a lower level of backlog and have had to temporarily slow down or halt production at some or all of our facilities,including extending normal shut down periods and reducing salaried headcount levels. An economic downturn may reduce, 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 that may adversely affectour revenues and profitability. Demand for trailers is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumer income, newhousing starts, government regulations and the availability of financing and interest rates. The status of these economic conditions periodically have anadverse effect on truck freight and the demand for and the pricing of our trailers, and have also resulted in, and could continue to result in, the inability ofcustomers to meet their contractual terms or payment obligations, which could cause our operating revenues and profits to decline. We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial goals. Our long-term strategic plan is intended to generate long-term value for our shareholders by transforming Wabash National into a diversifiedindustrial manufacturer while delivering profitable growth through all our business segments. The long-term financial goals that we expect to achieve as aresult of our long-term strategic plan and organic growth initiatives are based on certain assumptions, which may prove to be incorrect. We cannot provideany assurance that we will be able to fully execute on our strategic plan or growth initiatives, which are subject to a variety of risks, including, but not limitedto, our ability to: diversify the product offerings of our non-trailer businesses; leverage acquired businesses and assets to grow sales with our existingproducts; design and develop new products to meet the needs of our customers; increase the pricing of our products and services to offset cost increases andexpand gross margins; and execute potential future acquisitions, mergers, and other business development opportunities. If we are unable to successfullyexecute on our strategic plan, we may experience increased competition, adverse financial consequences and a decrease in the value of our stock.Additionally, our management’s attention to the implementation of the strategic plan may distract them from implementing our core business which may alsohave adverse financial consequences. We have a limited number of suppliers of raw materials and components; increases in the price of raw materials or the inability to obtain raw materialscould 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 and may in the future be shortages ofsupplies of raw materials or components, or our suppliers may place us on allocation, which would have an adverse impact on our ability to meet demand forour products. Shortages and allocations may result in inefficient operations and a build-up of inventory, which can negatively affect our working capitalposition. In addition, price volatility in commodities we purchase which impact the pricing of raw materials could have negative impacts on our operatingmargins. The loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a significant adverseimpact on our results of operations. 17 Global economic weakness could negatively impact our operations and financial performance. While the trailer industry has recently experienced a period of economic recovery, we cannot provide any assurances that we will be profitable in futureperiods or that we will be able to sustain or increase profitability in the future. Increasing our profitability will depend on several factors, including, but notlimited to, our ability to increase our overall trailer volumes, improve our gross margins, gain continued momentum on our product diversification efforts andmanage our expenses. If we are unable to generate profitability in the future, we may not be able to meet our payment and other obligations under ouroutstanding debt agreements. We continue to be reliant on the credit, housing and construction-related markets in the U.S. The same general economic concerns faced by us arealso faced by our customers. We believe that some of our customers are highly leveraged, have limited access to capital, and their continued existence may bereliant on liquidity from global credit markets and other sources of external financing. Lack of liquidity by our customers could impact our ability to collectamounts owed to us. While we have taken steps to address these concerns through the implementation of our strategic plan, we are not immune to thepressures being faced by our industry or the global economy, and our results of operations may decline. A change in our customer relationships or in the financial condition of our customers has had, and could have further, adverse effects on our business. We have longstanding relationships with a number of large customers to whom we supply our products. We do not have long-term agreements withthese customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers.We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economicconditions that adversely affect us also often adversely affect our customers. Furthermore, we are subject to a concentration of risk as the five largestcustomers together accounted for approximately 20% of our aggregate net sales and there have been customers historically who have individually accountedfor greater than 10% of our aggregate net sales. The loss of a significant customer or unexpected delays in product purchases could further adversely affectour 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 next 18 months.Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation, and our reported backlog maynot be converted to revenue in any particular period and actual revenue from such orders may not equal our backlog. Therefore, our backlog is notnecessarily indicative of the level of our future revenues. International operations are subject to increased risks, which could harm our business, operating results and financial condition. Our ability to manage our business and conduct operations internationally requires considerable management attention and resources and is subjectto 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 outside the U.S.; •import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase ouroperating costs; •potentially adverse tax consequences; 18 •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 international operations may increase our cost of doing business andcould expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes conflicting laws and regulations include import andexport requirements, content requirements, trade restrictions, tax laws, environmental laws and regulations, sanctions, internal and disclosure control rules,data privacy requirements, labor relations laws, U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibitingcorrupt payments to governmental officials and/or other foreign persons. Although we have policies and procedures designed to ensure compliance withthese laws and regulations, there can be no assurance that our officers, employees, contractors or agents will not violate our policies. Any violation of thelaws and regulations that apply to our operations and properties could result in, among other consequences, fines, environmental and other liabilities,criminal sanctions against us, our officers or our employees, prohibitions on our ability to offer our products and services to one or more countries and couldalso materially damage our reputation, our brand, our efforts to diversify our business, our ability to attract and retain employees, our business and ouroperating results. Our technology and products may not achieve market acceptance or competing products could gain market share, which could adversely affect ourcompetitive position. We continue to optimize and expand our product offerings to meet our customer needs through our established brands, such as DuraPlate®,DuraPlateHD®, DuraPlate® XD-35®, DuraPlate Aeroskirt®, FreightPro®, ArcticLite®, Transcraft®, Eagle®, Benson®, Walker Stainless Equipment, Brenner®Tank, Garsite, Progress Tank, TST®, Bulk Tank International, and Extract Technology®. While we target product development to meet customer needs, thereis no assurance that our product development efforts will be embraced and that we will meet our sales projections. Companies in the truck transportationindustry, a very fluid industry in which our customers primarily 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 composite sidewalls thatbring them into direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these products butcompetitive pressures may erode our market share or margins. We hold patents on various components and techniques utilized in our manufacturing oftransportation equipment and engineered products with expiration dates ranging from 2015 to 2030. We continue to take steps to protect our proprietaryrights in our products and the processes used to produce them. However, the steps we have taken may not be sufficient or may not be enforced by a court oflaw. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products or technology. Ifcompetitors are able to use our technology, our ability to effectively compete could be harmed. In addition, litigation related to intellectual property couldresult 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 van trailer products at two facilities in Lafayette, Indiana, a flatbed and dump-body trailer facility in Cadiz, Kentucky, ahardwood floor facility in Harrison, Arkansas, six liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; Kansas City,Missouri; Kansas City, Kansas; Portland, Oregon; and Queretaro, Mexico and three engineered products facilities in New Lisbon, Wisconsin; Elroy,Wisconsin; and Huddersfield, United Kingdom. An unexpected disruption in our production at any of these facilities for any length of time would have anadverse 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 key employees.Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturing personnel, sales professionals andengineers. The unexpected loss of services of any of our key personnel or the failure to attract or retain other qualified personnel could have a materialadverse effect on the operation of our business. 19 We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or securitybreaches, 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 improveour control environment and to manage our cost reduction initiatives. We have put in place a number of systems, processes, and practices designed to protectagainst the failure of our systems, as well as the misappropriation, exposure or corruption of the information stored thereon. Unintentional service disruptionsor intentional actions 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 and infrastructure mayadversely impact our ability to manage operations and the customers we serve. We could also encounter violations of applicable law or reputational damagefrom the disclosure of confidential business, customer, or employee information or the failure to protect the privacy rights of our employees in their personalidentifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitiveadvantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions orsecurity breaches in the future. Significant competition in the industries in which we operate may result in our competitors offering new or better products and services or lower prices,which could result in a loss of customers and a decrease in our revenues. The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which havesubstantial financial resources. Trailer manufacturers compete primarily on the quality of their products, customer relationships, service availability andprice. Barriers to entry in the standard truck trailer manufacturing industry are low. As a result, it is possible that additional competitors could enter themarket at any time. In the recent past, manufacturing over-capacity and high leverage of some of our competitors, along with bankruptcies and financialstresses that affected the industry, contributed to significant pricing pressures. If we are unable to successfully compete with other trailer manufacturers, we could lose customers and our revenues may decline. In addition,competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may adversely affect our sales margins andresults of operations. We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure to comply with, existing orfuture 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 individual states. Thefederal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems and rear-impact guards. In addition,most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Changes oranticipation of changes in these regulations can have a material impact on our financial results, as our customers may defer purchasing decisions and we mayhave to re-engineer products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposaland handling of hazardous materials, discharge of storm water and underground fuel storage tanks and may be subject to liability associated with operationsof prior owners of acquired property. In addition, we are subject to laws and regulations relating to the employment of our associates and labor-relatedpractices. 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 conditionand 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 withexisting or future laws and regulations, we may be subject to governmental or judicial fines or sanctions. 20 New regulations related to conflict-free minerals may force us to incur additional expenses and otherwise adversely affect our business and results ofoperations. As mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted rulesregarding disclosure of the use of certain minerals, known as conflict minerals, originating from the Democratic Republic of Congo or adjoining countries.These new requirements require ongoing due diligence efforts, with initial disclosure requirements made in May 2014. We may incur significant costs todetermine the source of any such minerals used in our products. We may also incur costs with respect to potential changes to products, processes or sources ofsupply as a consequence 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-free minerals could be limited.We may incur additional costs or face regulatory scrutiny if we determine that some of our products contain materials not determined to be conflict-free or ifwe are unable to sufficiently verify the origins of all conflict minerals used in our products. Accordingly, the implementation of these rules could have amaterial adverse effect on our business, results of operations and/or financial condition. 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 warranty claims. Fromtime to time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate usfrom 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, such as workers'compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigationmay result in substantial costs and may divert management's attention and resources from the operation of our business, which could have a material adverseeffect on our business, results of operations or financial condition. As described in more detail in “Item 3-Legal Proceedings” below, we are currentlyappealing a judgment rendered by the Fourth Civil Court of Curitiba, Brazil, in a lawsuit that has been pending since 2001. While we are appealing thisjudgment, 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 anyregard 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 substantialcosts that are not covered by insurance. An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our operating results. We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. At December 31, 2014,approximately 90% of these long-lived intangible assets were concentrated in our Diversified Products segment. The carrying value of goodwill representsthe fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other long-livedintangible assets represents the fair value of trademarks and trade names, customer relationships and technology as of the acquisition date, net of anyaccumulated amortization. Under generally accepted accounting principles, goodwill is required to be reviewed for impairment at least annually, or morefrequently if potential interim indicators exist that could result in impairment, and other long-lived intangible assets require review for impairment only whenindicators exist. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record a non-cashimpairment charge, which could adversely affect our operating results. Events and conditions that could result in impairment include a prolonged period ofglobal economic weakness, a further decline in economic conditions or a slow, weak economic recovery, sustained declines in the price of our common stock,adverse changes in the regulatory environment, adverse changes in the market share of our products, adverse changes in interest rates, or other factors leadingto reductions in the long-term sales or profitability that we expect. 21 The full utilization of our remaining U.S. federal income tax net operating loss carryforwards has significantly increased, and will continue tosignificantly increase, our cash tax payments and may adversely impact our ability to fund operations. During 2014 we utilized all of our remaining U.S. Federal income tax net operating loss carryforwards and credit carryforwards and, therefore,experienced an increase in our cash tax payments in 2014 as compared to previous years. We anticipate further increases in our tax payments in 2015, whichcould limit the amount of liquidity available to fund working capital, capital expenditures or other strategic initiatives. Our ability to fund operations is limited by our cash on hand and available borrowing capacity under our revolving credit facility. We believe our liquidity, defined as cash on hand and available borrowing capacity, on December 31, 2014 of $289.9 million and our expectedcontinued improvements in profitability will be more than adequate to fund working capital requirements and capital expenditures throughout 2015, whichwe expect to be a period of continued strong demand within the trailer manufacturing industry. Furthermore, we continue to have the option, subject tocertain conditions, to request an additional incremental increase to the total commitment of our revolving credit facility of $50 million. Our liquidityposition as of December 31, 2014 represented an increase of $35.6 million and $65.6 million from December 31, 2013 and 2012, respectively. Our ability tofund our working capital needs and capital expenditures is limited by the net cash provided by operations, cash on hand and available borrowings under ourrevolving credit facility. Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for ourproducts and services, further decreases in the availability under the revolving credit facility or changes in the credit our suppliers provide to us, couldrapidly exhaust our liquidity. Risks Related to Our Indebtedness Our levels of indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our paymentobligations 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 Notes Due 2018(“Notes”) in April 2012, entering into the Term Loan Credit Agreement in May 2012, which was subsequently amended in May 2013, and the amendmentand restatement of our revolving credit agreement. As of December 31, 2014, and as a result of these events, we had $352 million of indebtedness, including:$193 million secured debt, $150 million unsecured debt, $7 million in capital lease obligations and $2 million in an industrial revenue bond. This level ofdebt could 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 debt agreements, whichevent 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 corporate purposes, andlimiting 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 in which weoperate 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 and our ability tomeet our payment obligations under our debt agreements. 22 Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt obligations. Our ability to make scheduled principal payments of, to pay interest on or to refinance our indebtedness depends on our future performance, which issubject to regulatory, economic, financial, competitive and other factors beyond our control. While we do not have significant scheduled principal paymentsuntil 2018, our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capitalexpenditures. If we are unable 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 on the capitalmarkets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities 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 risks discussed above. Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to therestrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of the indenture governing the Notesfrom incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms ofthe indenture governing the Notes. Our Amended and Restated Revolving Credit Agreement restricts our ability to incur additional indebtedness, includingsecured indebtedness, but if the facilities mature or are repaid, we may not be subject to such restrictions 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 time duringspecified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solelyshares of our common stock (other than cash in lieu of any fractional share), we would be required to settle a portion or all of our conversion obligationthrough the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be requiredunder applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, whichwould result in a material reduction of our working capital. Future sales of our common stock in the public market could lower the market price for our common stock. In the future, we may sell additional shares of our common stock to raise capital. In addition, a substantial number of shares of our common stock arereserved for issuance upon the exercise of stock options and upon conversion of the Notes. We cannot predict the size of future issuances or the effect, if any,that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock, or the perception that suchissuances and sales may occur, could adversely affect the market price of our common stock and impair our ability to raise capital through the sale ofadditional 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 of certaintransactions constituting a fundamental change, holders of the Notes will have the right, at their option, to require us to repurchase all of their Notes or anyportion of the principal amount of such Notes in integral multiples of $1,000. We also may be required to issue additional shares upon conversion in theevent of certain corporate transactions. In addition, the indenture for the Notes prohibits us from engaging in certain mergers or acquisitions unless, amongother things, the surviving entity assumes our obligations under the Notes. These and other provisions of the Notes could prevent or deter a third party fromacquiring us even where the acquisition could be beneficial to our stockholders. 23 Our Term Loan Credit Agreement, as amended, and revolving credit facility contain restrictive covenants that, if breached, could limit our financialand operating flexibility and subject us to other risks. Our Term Loan Credit Agreement, as amended, and revolving credit facility include certain financial covenants. Breaching those financialcovenants would trigger an event of default and our lenders may, subject to various customary cure rights, require the immediate payment of all amountsoutstanding 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 orrepurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. Asrequired under our Term Loan Credit Agreement, as amended, we must maintain a maximum senior secured leverage ratio tested as of the last day of eachfiscal quarter for the four consecutive 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. In addition, under our revolving credit facility, we are required to maintain a minimum fixed chargecoverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Amended and Restated RevolvingCredit Agreement is less than 12.5% of the total revolving commitment. As of December 31, 2014, our senior secured leverage ratio was 0.3:1.0, and incompliance with all covenants under the Term Loan Credit Agreement, as amended. If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or if there exists anevent of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferreddaily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility. As of December 31, 2014, we were in compliance with all covenants under both our Term Loan Credit Agreement, as amended, 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 prevailingeconomic, financial and industry conditions. Risks Related to an Investment in Our Common Stock Our common stock has experienced, and may continue to experience, price and trading volume volatility. The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price and volume ofour common stock may increase or decrease in response to a number of events and factors, including: ·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 or capitalcommitments; ·actions by significant or activist shareholders, including those who through proxy solicitations, shareholder proposals, public campaigns orotherwise may seek to effect changes or acquire control of the Company or who may seek to increase short-term shareholder value; ·changes in laws and regulations; ·general economic and competitive conditions; and ·changes in key management personnel. 24 Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes oracquire control over the Company. Such shareholder campaigns could disrupt the Company’s operations and divert the attention of the Company’s Board ofDirectors and senior management and employees from the pursuit of business strategies and adversely affect the Company’s results of operations andfinancial condition. This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the price of ourcommon stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration will be reduced. Thesefactors may limit our ability to implement our operating and growth plans. ITEM 1B—UNRESOLVED STAFF COMMENTS None. ITEM 2—PROPERTIES Our main Lafayette, Indiana facility is a 1.2 million square foot facility that houses truck trailer and composite material production, tool and dieoperations, research laboratories and offices. Our second Lafayette, Indiana facility is 0.8 million square feet and used primarily for the production ofrefrigerated van and liquid tank trailers. In total, our main facilities have the capacity to produce approximately 80,000 trailers annually on a three shift, five-day workweek schedule, depending on the mix of products. We have 15 Retail branch 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 15 facilities are located in 11 states with seven of the facilities beingleased. Properties owned by Wabash are subject to security interests held by our lenders. The following table provides information regarding our majorfacilities located in the United States, Mexico and United Kingdom: 25 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 and parts distribution Commercial Trailer Products 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 RetailDunmore, Pennsylvania 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 ProductsFrankfort, Indiana Leased Manufacturing Diversified ProductsHarrison, Arkansas Owned Manufacturing Diversified ProductsHouston, Texas Leased Service and parts distribution RetailHuddersfield, UnitedKingdom Leased property/Ownedbuilding Manufacturing Diversified ProductsKansas City, Kansas Leased Manufacturing Diversified ProductsKansas City, Missouri Leased Manufacturing Diversified ProductsLafayette, Indiana Owned Corporate Headquarters, Manufacturing and usedtrailers Commercial Trailer Products, Diversified Products andRetailMauston, Wisconsin Leased Service and parts distribution RetailMiami, Florida Owned New trailers, used trailers, service and parts distribution RetailNew Lisbon, Wisconsin Owned/Leased Manufacturing Diversified ProductsPhoenix, Arizona Owned New trailers, used trailers, service and parts distribution RetailPortland, Oregon Leased Manufacturing Diversified ProductsQueretaro, Mexico Owned Manufacturing Diversified ProductsSan Antonio, Texas Owned New trailers, used trailers, service and parts distribution RetailSmithton, Pennsylvania Owned New trailers, used trailers, service and parts distribution RetailTavares, Florida Leased Manufacturing Diversified ProductsWest Memphis, Arkansas Leased Service and parts distribution Retail ITEM 3—LEGAL PROCEEDINGS We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, and areperiodically subject to governmental examinations (including by regulatory and tax authorities), and information gathering requests (collectively,"governmental examinations"). As of December 31, 2014, we were named as a defendant or were otherwise involved in numerous legal proceedings andgovernmental 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 when it 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 quarterlybasis, developments in legal proceedings and governmental examinations that could cause an increase or decrease in the amount of the liability that has beenpreviously accrued. These legal proceedings, as well as governmental examinations, involve various lines of business and a variety of claims (including, butnot 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 us specify the damages claimed by the plaintiff, many seek a not-yet-quantified amount of damages or are atvery early stages of the legal process. Even when the amount of damages claimed against Wabash is stated, the claimed amount may be exaggerated and/orunsupported. 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 proceedings and governmentalexaminations underlying the estimated range will change from time to time and actual results may vary significantly from the currently accrued liabilities. 26 Based on our current knowledge, and taking into consideration litigation-related liabilities, we believe we are not a party to, nor is any of ourproperties the subject of, any pending legal proceeding or governmental examination other than the matters below, which are addressed individually, thatcould have a material adverse effect on our consolidated financial condition or liquidity if determined in a manner adverse to us. 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 particular period dependingon, among other factors, the size of the loss or liability imposed and the level of our income for that period. Costs associated with the litigation andsettlements of legal matters are reported within General and Administrative Expenses in the Consolidated Statements of Operations. Brazil Joint Venture In March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against us in the Fourth Civil Court of Curitibain the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies and CreditorsReorganization of Curitiba, State of Paraná (No. 232/99). The case grows out of a joint venture agreement between BK and Wabash related to marketing of RoadRailer trailers in Brazil and other areas ofSouth America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture was dissolved. BK subsequently filed itslawsuit against Wabash alleging that it was forced to terminate business with other companies because of the exclusivity and non-compete clausespurportedly found in the joint venture agreement. BK asserted damages, exclusive of any potentially court-imposed interest or inflation adjustments, ofapproximately R$20.8 million (Brazilian Reais). BK did not change the amount 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 of Curitiba partiallygranted BK’s claims, and ordered Wabash to pay BK lost profits, compensatory, economic and moral damages in excess of the amount of compensatorydamages asserted by BK. The total ordered damages amount is approximately R$26.7 million (Brazilian Reais), which is approximately $10.0 million U.S.dollars using current exchange rates and exclusive of any potentially court-imposed interest, fees or inflation adjustments (which are currently estimated at amaximum of approximately $58 million, at current exchange rates, but may change with the passage of time and/or the discretion of the court at the time offinal judgment in this matter). Due, in part, to the amount and type of damages awarded by the Fourth Civil Court of Curitiba, Wabash immediately filed forclarification of the judgment. The Fourth Civil Court has issued its clarification of judgment, leaving the underlying decision unchanged and referring theparties to the State of Paraná Court of Appeals for any further appeal of the decision. As such, Wabash filed its notice of appeal with the Court of Appeals, aswell as its initial appeal papers, on April 22, 2013. The Court of Appeals has the authority to re-hear all facts presented to the lower court, as well as toreconsider the legal questions presented in the case, and to render a new judgment in the case without regard to the lower court’s findings. Pending outcomeof this appeal process, the judgment is not enforceable by the plaintiff. Any ruling from the Court of Appeals is not expected before the second half of 2015,and, accordingly, the judgment rendered by the lower court cannot be enforced prior to that time, and may be overturned or reduced as a result of this process.We believe that the claims asserted by BK are without merit and we intend to continue to vigorously defend our position. We have not recorded a charge withrespect to this loss contingency as of December 31, 2014. Furthermore, at this time, we do not have sufficient information to predict the ultimate outcome ofthe case and is unable to reasonably estimate the amount of any possible loss or range of loss that it may be required to pay at the conclusion of the case. Wewill reassess the need for the recognition of a loss contingency upon official 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. 27 Intellectual Property In October 2006, we filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding our U.S. Patent Nos. 6,986,546and 6,220,651 in the U.S. District Court for the Northern District of Indiana (Civil Action No. 4:06-cv-135). We amended the Complaint in April 2007. InMay 2007, Vanguard filed its Answer to the Amended Complaint, along with Counterclaims seeking findings of non-infringement, invalidity, andunenforceability of the subject patents. We filed a reply to Vanguard’s counterclaims in May 2007, denying any wrongdoing or merit to the allegations as setforth in the counterclaims. The case has currently been stayed by agreement 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 Wabash that the reexamination is complete and the PatentOffice 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 itis unknown 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 to vigorously defendour position and intellectual property. We believe that the resolution of this lawsuit will not have a material adverse effect on our financial position, liquidityor 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 Acquisition In connection with our acquisition of Walker in May 2012, there is an outstanding claim of approximately $2.9 million for unpaid benefits owed bythe Seller that is currently in dispute and that is not expected to have a material adverse effect on our financial condition or results of operations. Environmental Disputes In August 2014, we were noticed as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control(“DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response,Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as havingcontributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that we are a PRP arises out offour manifest entries in 1989 under the name of a company unaffiliated with Wabash National (or any of its former or current subsidiaries) that purport to bedelivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRPGroup (“PRP Group”) notified Wabash in August 2014 that is was offering us the opportunity to resolve any liabilities associated with the Philip ServicesSite by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with theDHEC. We have accepted an offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving our rights to contest ourliability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to Wabash’s financialconditions or operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, our agreement to become a party to them is notexpected to have a material adverse effect on our financial condition or results of operations. Bulk Tank International, S. de R.L. de C.V. (“Bulk”), one of the companies acquired in the Walker Acquisition, entered into agreements in 2011with the Mexican federal environmental agency, PROFEPA, and the applicable state environmental agency, PROPAEG, pursuant to PROFEPA’s andPROPAEG’s respective environmental audit programs to resolve noncompliance with federal and state environmental laws at Bulk’s Guanajuato facility.Bulk completed all required corrective actions and received a Certification of Clean Industry from PROPAEG, and is seeking the same certification fromPROFEPA, which we expect it will receive following the conclusion of a final audit process that occurred in December 2014. As a result, we do not expectthat this matter will have a material adverse effect on our financial condition or results of operations. 28 In January 2012, we were noticed as a PRP by the U.S. Environmental Protection Agency (“EPA”) and the Louisiana Department of EnvironmentalQuality (“LDEQ”) pertaining to the Marine Shale Processors Site located in Amelia, Louisiana (“MSP Site”) pursuant to CERCLA and correspondingLouisiana statutes. PRPs include current and former owners and operators of facilities at which hazardous substances were allegedly disposed. The EPA’sallegation that we are a PRP arises out of one alleged shipment of waste to the MSP Site in 1992 from the Company’s branch facility in Dallas, Texas. Assuch, the MSP Site PRP Group notified Wabash in January 2012 that, as a result of a March 18, 2009 Cooperative Agreement for Site Investigation andRemediation entered into between the MSP Site PRP Group and the LDEQ, we were being offered a “De Minimis Cash-Out Settlement” to contribute to theremediation costs, which would remain open until February 29, 2012. We chose not to enter into the settlement and have denied any liability. In addition, wehave requested that the MSP Site PRP Group remove the Company from the list of PRPs for the MSP Site, based upon the following facts: we acquired thisbranch facility in 1997 – five years after the alleged 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 Agreementregarding our purchase 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 other than any of theacquired locations/assets; the Bankruptcy Court, in an Order dated May 26, 1999, also provided that, except for those certain specified liabilities assumed byWabash under the terms of the Asset Purchase Agreement, we and our subsidiaries shall not be subject to claims asserting successor liability; and the “nosuccessor liability” language of the Asset Purchase Agreement and the Bankruptcy Court Order form the basis for our request that we be removed from the listof PRPs for the MSP Site. The MSP Site PRP Group is currently considering our request, but has provided no timeline to us for a response. However, the MSPSite PRP Group has agreed to indefinitely extend the time period by which we must respond to the De Minimis Cash-Out Settlement offer. We do not expectthat this proceeding will have a material adverse effect on our financial condition or results of operations. In September 2003, we were noticed as a PRP by the EPA pertaining to the Motorola 52nd Street, Phoenix, Arizona Superfund Site (the “SuperfundSite”) pursuant to the CERCLA. The EPA’s allegation that we were a PRP arises out of our acquisition of a former branch facility located approximately fivemiles from the original Superfund Site. We acquired this facility in 1997, operated the facility until 2000, and sold the facility to a third party in 2002. InJune 2010, we were contacted by the Roosevelt Irrigation District (“RID”) informing it that the Arizona Department of Environmental Quality (“ADEQ”) hadapproved a remediation plan in excess of $100 million for the RID portion of the Superfund Site, and demanded that we contribute to the cost of the plan orbe named as a defendant in a CERCLA action to be filed in July 2010. Wabash initiated settlement discussions with the RID and the ADEQ in July 2010 toprovide a full release from the RID, and a covenant not-to-sue and contribution protection regarding the former branch property from the ADEQ, in exchangefor payment from us. If the settlement is approved by all parties, it will prevent any third party from successfully bringing claims against us for environmentalcontamination relating to this former branch property. We have been awaiting approval from the ADEQ since the settlement was first proposed in July 2010.Based on communications with the RID and ADEQ in December 2014, we do not expect to receive a response regarding the approval of the settlement fromthe ADEQ for, at least, several additional months. Based upon our limited period of ownership of the former branch property, and the fact that it no longerowns the former branch property, we do not anticipate that the ADEQ will reject the proposed settlement, but no assurance can be given at this time as to theADEQ’s response to the settlement proposal. The proposed settlement terms have been accrued and did not have a material adverse effect on our financialcondition or results of operations, and we believe that any ongoing proceedings will not have a material adverse effect on our financial condition or results ofoperations. In January 2006, we received a letter from the North Carolina Department of Environment and Natural Resources indicating that a site that weformerly owned near Charlotte, North Carolina has been included on the state's October 2005 Inactive Hazardous Waste Sites Priority List. The letter statesthat we were being notified in fulfillment of the state's “statutory duty” to notify those who own and those who at present are known to be responsible foreach Site on the Priority List. Following receipt of this notice, no action has ever been requested from Wabash, and since 2006 we have not received anyfurther communications regarding this matter from the state of North Carolina. We do not expect that this designation will have a material adverse effect onour financial condition or results of operations. ITEM 4—MINE SAFETY DISCLOSURES Not Applicable. 29 PART II ITEM 5—MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Information Regarding our Common Stock Our common stock is traded on the New York Stock Exchange (ticker symbol: WNC). The number of record holders of our common stock atFebruary 19, 2015 was 856. We declared quarterly dividends of $0.045 per share on our common stock from the first quarter of 2005 through the third quarter of 2008. InDecember 2008, we suspended the payment of our quarterly dividend due to the continued weak economic environment and the uncertainty as to the timingof a recovery as well as our effort to enhance liquidity. No dividends on our common stock were declared or paid in 2014. The reinstatement of quarterly cashdividends on our common stock will depend on our future earnings, capital availability, financial condition and the discretion of our Board of Directors. Our Certificate of Incorporation, as amended and approved by our stockholders, authorizes shares of common stock, par value $0.01 per share, of200 million shares and all classes of capital stock of 225 million shares, including 25 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 Low 2013 First Quarter $11.00 $9.02 Second Quarter $10.81 $8.19 Third Quarter $11.95 $9.42 Fourth Quarter $12.91 $11.06 2014 First Quarter $14.60 $11.77 Second Quarter $14.89 $12.52 Third Quarter $14.91 $12.94 Fourth Quarter $13.41 $9.44 30 Performance Graph The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500 Composite Index and theDow Jones Transportation Index. It covers the period commencing December 31, 2009 and ending December 31, 2014. The graph assumes that the value forthe investment in our common stock and in each index was $100 on December 31, 2009. Comparative of Cumulative Total ReturnDecember 31, 2009 through December 31, 2014among Wabash National Corporation, the S&P 500 Indexand the Dow Jones Transportation Index Purchases of Our Equity Securities On December 18, 2014, our Board of Directors authorized a share repurchase program (“Repurchase Program”) which allows the repurchase ofcommon stock of up to $60 million over a two year period ending December 31, 2016. Stock repurchases under this program may be made in the open marketor in private transactions at times and in amounts that management deems appropriate. Management may limit or terminate the Repurchase Program at anytime based on market conditions, liquidity needs, or other factors. During the fourth quarter of 2014, no stock repurchases under the Repurchase Programwere made. ITEM 6—SELECTED FINANCIAL DATA The following selected consolidated financial data with respect to Wabash National for each of the five years in the period ending December 31,2014, have been derived from our consolidated financial statements. The following information should be read in conjunction with Management'sDiscussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included elsewhere inthis Annual Report. 31 Years Ended December 31, 2014 2013 2012 2011 2010 (Dollars in thousands, except per share data) Statement of Comprehensive Income Data: Net sales $1,863,315 $1,635,686 $1,461,854 $1,187,244 $640,372 Cost of sales 1,630,681 1,420,563 1,298,031 1,120,524 612,289 Gross profit $232,634 $215,123 $163,823 $66,720 $28,083 Selling, general and administrative expenses 88,370 89,263 68,340 43,975 40,545 Amortization of intangibles 21,878 21,786 10,590 2,955 2,955 Acquisition expenses - 883 14,409 - - Income (Loss) from operations $122,386 $103,191 $70,484 $19,790 $(15,417) Interest expense (22,165) (26,308) (21,724) (4,136) (4,140)Increase in fair value of warrant - - - - (121,587)Other, net (1,759) 740 (97) (441) (667) Income (Loss) before income taxes $98,462 $77,623 $48,663 $15,213 $(141,811) Income tax expense (benefit) 37,532 31,094 (56,968) 171 (51) Net income (loss) $60,930 $46,529 $105,631 $15,042 $(141,760) Preferred stock dividends and early extinguishment - - - - 25,454 Net income (loss) applicable to common stockholders $60,930 $46,529 $105,631 $15,042 $(167,214) Basic net income (loss) per common share $0.88 $0.67 $1.53 $0.22 $(3.36) Diluted net income (loss) per common share $0.85 $0.67 $1.53 $0.22 $(3.36) Balance Sheet Data: Working capital $298,802 $232,638 $221,402 $95,529 $61,427 Total assets $928,651 $912,245 $902,626 $388,050 $302,834 Total debt and capital leases $332,527 $370,595 $425,151 $69,821 $59,554 Stockholders' equity $390,832 $322,379 $268,727 $146,346 $129,025 ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) describes the matters that we consider to beimportant to understanding the results of our operations for each of the three years in the period ended December 31, 2014, and our capital resources andliquidity as of December 31, 2014. Our discussion begins with our assessment of the condition of the North American trailer industry along with a summaryof the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last three years, including the trends in theoverall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital markets events and transactions, our creditfacility and contractual commitments. We also provide a review of the critical accounting judgments and estimates that we have made that we believe aremost important to an understanding of our MD&A and our consolidated financial statements. These are the critical accounting policies that affect therecognition and measurement of our transactions and the balances in our consolidated financial statements. We conclude our MD&A with information onrecent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financialaccounting practices. 32 We have three reportable operating segments: Commercial Trailer Products, Diversified Products and Retail. The Commercial Trailer Productssegment produces trailers that are sold to customers who purchase trailers directly, through our Company-owned Retail branches, or through independentdealers. The Diversified Products segment focuses on our commitment to expand our customer base, diversify our product offerings and revenues and extendour market leadership by leveraging our proprietary DuraPlate® panel technology, drawing on our core manufacturing expertise and making availableproducts that are complementary to the truck and tank trailers and transportation equipment we offer. The Retail segment includes the sale of new and usedtrailers, as well as the sale of aftermarket parts and service through our retail branch network. In the fourth quarter of 2014, our wood flooring business thatmanufactures laminated hard wood oak products primarily for our van trailer business was reclassified from Diversified Products to Commercial TrailerProducts due to a change in how that business is managed internally as we intend to drive stronger alignment and pursue synergies between the woodmanufacturing operations and Commercial Trailer Products. The historical financial performances for each of the Company’s reporting segments have beenrestated to reflect this change. Executive Summary We were successful in delivering results for 2014 that we consider transformational and are record-setting in several aspects. With a growing andhealthy demand environment for trailers throughout 2014, as evidenced by our 57,350 new trailer shipments during the current year, our healthy backlog of$1,087 million as of December 31, 2014, as well as a trailer demand forecast by industry forecasters that remains significantly above replacement demandlevels for the next several years, we were able to successfully deliver margin improvement through improved product pricing and recapture lost margins andimprove overall productivity. More specifically, according to most recent ACT estimates, total new trailer shipments in 2014 totaled approximately 273,000trailers representing an increase of 15% as compared to the prior year, and representing a third consecutive year that total trailer demand exceeded normalreplacement demand levels estimated to be between 200,000 trailers and 220,000 trailers per year. In addition to our commitment to improve the profitability of 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 our revenues andbecome a stronger company delivering greater value to our shareholders. Organically, our focus is on profitably growing and diversifying by leveraging ourexisting assets, capabilities and technology, with our key focus being to successfully apply our industry leading and revolutionary DuraPlate® compositepanel technology into higher margin products and markets and thereby provide customer solutions. Strategically, our focus continues to be to develop as adiversified industrial manufacturer, profitably growing and diversifying the products we offer, the customers and end markets we serve and strengthening ourgeographic presence. Recent acquisitions have provided, and potential future acquisitions may further provide, us the opportunity to move forward on thisstrategic initiative and our long-term plan to become a diversified industrial manufacturer. Our recent acquisitions have enabled us to recognize top-linegrowth, improved profitability and margin expansion; provided us access to additional markets while expanding our manufacturing footprint; allowed us tooffer one of the broadest product portfolios in the trailer industry. Our Diversified Products segment has now grown to represent 24% of our consolidatedrevenues and 45% of our gross profits for the current year period, significantly increasing this segment’s impact to our bottom line. The outlook for the overall trailer market for 2015 continues to indicate a strong and growing demand environment. In fact, the most recentestimates from industry forecasters, ACT and FTR Associates (“FTR”), indicate demand levels to be in excess of the estimated replacement demand in everyyear through 2019. More specifically, ACT is currently estimating 2015 demand will increase to approximately 305,000, or 12%, as compared to theprevious year period, with 2016 through 2019 industry demand levels ranging between 258,000 and 289,000 trailers, while FTR anticipates a 4% increase intrailer demand for 2015 to approximately 279,000 trailers. This continued strong demand environment for new trailer equipment as well as the positiveeconomic and industry specific indicators we monitor reinforce our belief that the current trailer demand cycle will be an extended cycle with a stronglikelihood for several more years of demand significantly above replacement levels. We believe we are well positioned to capitalize on the expected strongoverall demand levels while also achieving continued margin growth through improvements in product pricing as well as productivity improvements andother operational excellence initiatives. However, we are not relying solely on volume and product pricing within the trailer industry to improve operations and enhance profitability. Asnoted above, through our Diversified Products segment, we remain committed to enhancing and diversifying our business model through the organic andstrategic initiatives discussed previously. Through this operating segment we offer a wide array of products and customer-specific solutions beyond thoseoffered in our Commercial Trailer Products segment that we believe provide a good foundation for achieving these goals. Continuing to identify attractiveopportunities to leverage our core competencies, proprietary technology and core manufacturing expertise into new applications and end markets enables usto deliver greater value to our customers and shareholders. 33 Operating Performance We measure our operating performance in six key areas – Safety, Quality, Delivery, Cost Reduction, Morale and Environment. We maintain acontinuous improvement mindset in each of these key performance areas. Our objective of being better today than yesterday and better tomorrow than we aretoday is simple, straightforward and easily understood by all our associates. ·Safety/Morale. The safety of our associates is our number-one value and highest priority. We continually focus on reducing the severity andfrequency of workplace injuries to create a safe environment for our associates and minimize workers compensation costs. We believe that ourimproved environmental, health and safety management translates into higher labor productivity and lower costs as a result of less time awayfrom work and improved system management. In 2012, 2013 and 2014, our manufacturing facilities at Brenner, Walker Stainless and BulkTank, respectively, have won the Truck Trailer Manufacturer Association’s Plant Safety Award which recognizes the best safety record amongstthe largest tank trailer companies in North America and represents the ninth consecutive year in which one of our manufacturing sites wasrecognized for safety. Our focus on safety also extends beyond our facilities. We are a founding member of the Cargo Tank Risk ManagementCommittee, a group dedicated to reducing the hazards faced by workers on and around cargo tanks. ·Quality. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows: -Internal performance. Our primary internal quality measurement is Process Yield. Process Yield is a performance metric that measuresthe impact of all aspects of the business on our ability to ship our products at the end of the production process. As with previousyears, the expectations of the highest quality product continue to increase while maintaining Process Yield performance and reducingrework. In addition, we currently maintain an ISO 9001 registration of our Quality Management System at our Lafayette operations. -External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality andreliability. Early life cycle warranty claims for our van trailers are trended for performance monitoring. During the 2012 calendar yearwe modified our warranty reporting process to report warranty “units” per 100 trailers as opposed to warranty “claims.” The new unitbased reporting process is a more rigorous approach to documenting failures. As of December 31, 2014, early life cycle warranty unitsper 100 trailers shipped averaged approximately 2.9, 4.9 and 7.4 units per 100 trailers in 2014, 2013 and 2012, respectively. Thesubstantial improvement trend from 2012 to 2014 was driven by continuous improvement programs centered on process variationreduction, and responding to the input from our customers. These activities will continue to drive down our total warranty cost profile. ·Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line cycle-time, labor-hours per trailerand inventory levels. Improvements over the last several years in these areas have translated into significant improvements in our ability tobetter manage inventory flow and control costs. -During the past several years Commercial Trailer Products has focused on productivity enhancements within manufacturing assemblyand sub-assembly areas through developing the capability for mixed model production. These efforts have resulted in throughputimprovements in our Lafayette, Indiana, and Cadiz, Kentucky, facilities of approximately 50% and 30%, respectively. 34 -In 2014, Diversified Products broadened their tank trailer manufacturing versatility by adding production capabilities for petroleumtrailers to our Fond du Lac manufacturing facility and pneumatic dry bulk trailers to our Portland, Oregon; Fond du Lac, Wisconsin;and New Lisbon, Wisconsin, facilities. Additionally, our Lafayette, Indiana manufacturing facility began producing aluminum crudeoil as well as aluminum and carbon steel vacuum truck tanks. Finally, our facility in Queretaro, Mexico added capacity for theproduction of engineered products, including stationary silos for food, dairy and beverage industries, to better serve markets inSouthern U.S., Mexico and South America. ·Cost Reduction. We believe continuous improvement is a fundamental component of our operational excellence focus. Our continued focus onour balanced scorecard process has allowed us to improve all areas of manufacturing including safety, quality, on-time delivery, cost reduction,employee morale and environment. Utilizing continuous improvement and our balanced scorecard process we have realized total cost per unitreductions by aforementioned increased capacity utilization of all facilities while maintaining a lower level of fixed overhead. As examples,2014 saw a year-over-year fixed cost per unit decrease of approximately 15% at the Cadiz platform facility, and our Lafayette van operations.We also have a tank trailer manufacturing facility in Queretaro, Mexico that provides a low cost advantage for our tank trailer product line. ·Environment. We strive to manufacture products that are both socially responsible and environmentally sustainable. We demonstrate ourcommitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indianafacilities, which was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. ISO 14001 requires us todemonstrate quantifiable and third-party verified environmental improvements. Through our facilities, we initiated employee-based recyclingprograms that reduce waste being sent to the landfill, installed a fifty-five foot wind turbine to produce electricity and reduce our carbonemissions, and restored a natural wildlife habitat to enhance the environment and protect native animals. Our commitment to sustainableoperations has also been demonstrated internationally by our Bulk Tank International facility being awarded the Clean Industry Certificate in2013. Industry Trends Truck transportation in the U.S., according to the ATA, was estimated to be a $682 billion industry in 2013. ATA estimates that approximately 69%of all freight tonnage is carried by trucks. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry,we evaluate a number of indicators related to trailer manufacturing and 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 three cycles over thelast 20 years. The most recently completed cycle began in early 2001 when industry trailer shipments totaled approximately 140,000, reached apeak in 2006 with shipments of approximately 280,000 and reached the bottom in 2009 with shipments of approximately 79,000 units. In eachof these three U.S. economic downturns, the decline in freight tonnage preceded the general economic 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 transportationindustry cycles. After three consecutive years with total trailer demand well below normal replacement demand levels estimated to be between200,000 trailers and 220,000 trailers, the four year period ending December 2014 demonstrated consecutive years of significant improvement inwhich the total trailer market increased year-over-year approximately 67%, 13%, 1% and 15% for 2011, 2012, 2013 and 2014, respectively,with total shipments of approximately 207,000, 234,000, 237,000 and 271,000, respectively. As we enter the sixth year of an economicrecovery, ACT is estimating demand within the trailer industry to increase in 2015 to approximately 305,000 trailers and forecasting continuedstrong demand levels into the foreseeable future with estimated annual average demand for the four year period ending 2019 in excess of271,000 new trailers. Our view is generally consistent with ACT that trailer demand will remain significantly above replacement levels forseveral years beyond 2015. 35 ·Age of Trailer Fleets. The average age of fleets has reached historical highs over the past several years as fleets deferred on their capitalinvestments during the most recent industry downturn. According to ACT, the average age of van trailers in 2014 was approximately 8 years, ascompared to 7 years in 2007. The increase in age of trailers suggests an increase in replacement demand over the next several years. ·New Trailer Orders. According to ACT, total orders in 2014 were approximately 359,000 trailers, a 55% increase from approximately 232,000trailers ordered in 2013. Total orders for the dry van segment, the largest within the trailer industry, were approximately 216,000, an increase of61% from 2013. ·Transportation Regulations and Legislation. There are several different areas within both federal and state government regulations andlegislation that are expected to have an impact on trailer demand, including: -The Federal Motor Carrier Safety Administration (the “FMCSA”) has taken steps in recent years to improve truck safety standards,particularly by implementing the Compliance, Safety, and Accountability (“CSA”) program. CSA is considered a comprehensive driver andfleet rating system that measures both the freight carriers and drivers on several safety related criteria, including driver safety, equipmentmaintenance and overall condition of trailers. This system drives increased awareness and action by carriers since enforcement actions weretargeted and implemented beginning in June 2011. CSA is generally believed to have contributed to the tightening of the supply of driversand capacity after 2011 as carriers took measures to improve their rating. -In July 2013, a new FMCSA hours-of-service rule went into effect, reducing total driver hours from 82 hours per week to 70 hours. Webelieve the rule will keep trucking equipment utilization at record-high levels and, therefore, increase the general need for equipment,despite the recent temporary suspension of certain sections of the rule’s 34-hour restart provisions. -There are several pending regulations that will likely come into effect in the next two years, including Electronic Logging Devices, Drugand Alcohol Clearinghouse Requirement, Speed Limiters, and Corporate Average Fuel Economy among others. The cumulative effect ofthe existing and upcoming regulations will be a further decrease in driver productivity and reduction of the driver pool, which will likelylead to higher demand for additional drivers and equipment to fill the gap. -The California Air Resource Board (“CARB”) regulations mandate that refrigeration units older than 7 years may no longer operate inCalifornia. As refrigeration units become obsolete, capacity in the refrigerated segment will tighten and an increase in demand for newrefrigerated trailers is likely. CARB regulations also mandate fuel efficiency improvements on all fleets operating in California for whichour DuraPlate® AeroSkirt® provides a durable and cost effective aerodynamic side skirt solution that yields the improved fuel efficienciesrequired by these regulations. Pending federal greenhouse gas and fuel efficiency regulations may also lead to a higher demand for ourDuraPlate® AeroSkirt® and other aerodynamic device products. ·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 legislative and regulatory changes addressed above,these demand drivers could be offset by factors that contribute to the increased concentration and density of loads, including theminiaturization of electronic products and packaging optimization of bulk goods. Increases in load concentration or density couldcontribute 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, and governmentregulations, is highly correlated with the overall economy of the U.S. Carrier profitability significantly impacts demand for, and thefinancial ability to purchase, new trailers. 36 -Fleet equipment utilization has been rising due to increasing freight volumes, new government regulations and shortages of qualified truckdrivers. As a result, trucking companies are under increased pressure to look for alternative ways to move freight, leading to moreintermodal freight movement. We believe that railroads are at or near capacity, which will limit their ability to respond to freight demandpressures. Therefore, we expect that the majority of freight will continue to be moved by truck and, according to ATA, overall truck activityas a percentage of the total freight industry is expected to increase throughout the next decade. Results of Operations The following table sets forth certain operating data as a percentage of net sales for the periods indicated: Years Ended December 31, 2014 2013 2012 Net sales 100.0% 100.0% 100.0%Cost of sales 87.5 86.8 88.8 Gross profit 12.5 13.2 11.2 General and administrative expenses 3.3 3.6 3.1 Selling expenses 1.4 1.9 1.6 Amortization of intangibles 1.2 1.3 0.7 Acquisition expenses - 0.1 1.0 Income from operations 6.6 6.3 4.8 Interest expense (1.2) (1.6) (1.5)Other, net (0.1) - - Income before income taxes 5.3 4.7 3.3 Income tax expense (benefit) 2.0 1.9 (3.9)Net income 3.3% 2.8% 7.2% 2014 Compared to 2013 Net Sales Net sales in 2014 increased $227.6 million, or 13.9%, compared to the 2013 period. By business segment, net external sales and related units soldwere as follows (dollars in millions): 37 Year Ended December 31, Change 2014 2013 $ % Sales by Segment Commercial Trailer Products $1,221.0 $1,010.7 $210.3 20.8 Diversified Products 453.2 444.8 8.4 1.9 Retail 189.1 180.2 8.9 4.9 Total $1,863.3 $1,635.7 $227.6 13.9 New Trailers (units) Commercial Trailer Products 50,350 40,750 9,600 23.6 Diversified Products 3,550 3,050 500 16.4 Retail 3,450 3,000 450 15.0 Total 57,350 46,800 10,550 22.5 Used Trailers (units) Commercial Trailer Products 3,150 4,300 (1,150) (26.7)Diversified Products 150 100 50 50.0 Retail 1,550 1,300 250 19.2 Total 4,850 5,700 (850) (14.9) Commercial Trailer Products segment sales were $1.2 billion in 2014, an increase of $210.3 million, or 20.8%, compared to 2013. The increase insales was primarily due to a 23.6% increase in new trailer shipments, as approximately 50,350 trailers were shipped in 2014 compared to 40,750 trailersshipped in the prior year. The increase in trailer shipments was partially offset by product mix, which lowered average selling prices by 0.7% as compared tothe prior year. Used trailer sales decreased $9.9 million, or 29.5%, compared to the previous year with approximately 1,150 fewer used trailer shipments in2014 as compared to the prior year, which was primarily due to decreased availability of product because of fewer fleet trade packages received. Diversified Products segment sales were $453.2 million in 2014, up $8.4 million, or 1.9%, compared to 2013. New trailer sales increased $22.6million, or 11.0%, due to a 16.4% increase in new trailer shipments, as approximately 3,550 trailers were shipped in 2014 compared to 3,050 trailers shippedin the prior year, partially offset by a 5.2% decrease in average selling prices. Parts and service sales decreased $4.9 million, or 5.3%, compared to the prioryear due to decreased demand. Equipment and other sales decreased $10.7 million, or 7.4%, due to the timing of shipments and customer acceptance for ournon-trailer truck mounted equipment and other engineered products. Used trailer sales increased $1.4 million, or 45.4%, as a result of an increase in usedtrailer shipments and a favorable customer and product mix, which increased used trailer average selling prices by 15.2% as compared to 2013. Retail segment sales were $189.1 million in 2014, up $8.9 million, or 4.9%, compared to 2013. New trailer sales increased $6.0 million, or 7.3%, asapproximately 450 more trailers were shipped in 2014 as compared to 2013. As compared to the prior year, new trailer average selling prices decreased 5.8%,primarily due to customer and product mix. Used trailer sales increased $4.1 million, or 32.2%, primarily due to an increase in volume demand, asapproximately 250 more used trailers were shipped in 2014 as compared to 2013. Parts and service sales were down $0.5 million, or 0.6%, and equipment andother sales were down $0.7 million, or 16.6%, as compared to the prior year. Cost of Sales Cost of sales in 2014 was $1.6 billion, an increase of $210.1 million, or 14.8%, as compared to 2013. As a percentage of net sales, cost of sales was87.5% in 2014, compared to 86.8% for 2013. Commercial Trailer Products segment cost of sales, as detailed in the following table, was $1.1 billion in 2014, an increase of $189.6 million, or20.5%, compared to 2013. As a percentage of net sales, cost of sales was 91.4% in 2014 compared to 91.7% in 2013. 38 Year Ended December 31, Commercial Trailer Products Segment 2014 2013 (dollars in millions) % of NetSales % of NetSales Material Costs $885.6 72.5% $729.4 72.2%Other Manufacturing Costs 230.6 18.9% 197.2 19.5% $1,116.2 91.4% $926.6 91.7% Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses,including direct and indirect labor, outbound freight, and overhead expenses. Material costs were 72.5% of net sales in 2014 compared to 72.2% in 2013.Material costs as a percentage of sales in 2014 are in line with 2013 as raw material, commodity, and component costs have remained relatively consistent ascompared to the prior year. Other manufacturing costs increased $33.4 million in the current year as compared to the prior year, resulting from increased laborand other variable costs related to increases in new trailer production volumes. As a percentage of sales, other manufacturing costs decreased from 19.5% in2013 to 18.9% in 2014 due to increased leverage of fixed costs from higher production. Diversified Products segment cost of sales was $349.8 million in 2014, an increase of $13.6 million, or 4.0%, compared to 2013. The increase in costof sales was primarily driven by an increase in sales volume due to stronger tank trailer demand as compared to the prior year. Cost of sales as a percentage ofnet sales was 77.2% in 2014 compared to 75.6% in 2013. The 1.6% increase as a percentage of net sales was primarily the result of lower average sellingprices for tank trailers due to customer and product mix as compared to the prior year, as well as competitive market pressures within certain product lines ofboth the composite product and tank trailer businesses. Retail segment cost of sales was $168.4 million in 2014, an increase of $8.4 million, or 5.2%, compared to 2013. As a percentage of net sales, cost ofsales was 89.0% in 2014 compared to 88.8% in 2013. Cost of sales as a percentage of net sales increased slightly compared to the prior year as a result ofproduct mix as a higher percentage of sales were from the lower margin new and used trailer product lines as compared to the prior year. Gross Profit Gross profit was $232.6 million in 2014, an improvement of $17.5 million from 2013. Gross profit as a percentage of sales was 12.5% in 2014 ascompared to 13.2% in 2013. Gross profit by segment was as follows (in millions): Year Ended December 31, Change 2014 2013 $ % Gross Profit by Segment: Commercial Trailer Products $104.8 $84.2 $20.6 24.5 Diversified Products 103.4 108.6 (5.2) (4.8)Retail 20.7 20.1 0.6 3.0 Corporate and Eliminations 3.7 2.2 1.5 Total $232.6 $215.1 $17.5 8.1 Commercial Trailer Products segment gross profit was $104.8 million in 2014 compared to $84.2 million in the prior year. Gross profit as apercentage of net sales was 8.6% in 2014 as compared to 8.3% in 2013. The increase in gross profit and profit margin as compared to the prior year wasprimarily driven by the increase in new trailer volumes and improved pricing partially offset by customer and product mix. Diversified Products segment gross profit was $103.4 million in 2014 compared to $108.6 million in 2013. Gross profit as a percentage of net saleswas 22.8% in 2014 compared to 24.4% in 2013. The decreases in gross profit and gross profit as a percentage of net sales, as compared to the prior year, areprimarily due to product mix and competitive market pressures within certain product lines. 39 Retail segment gross profit was $20.7 million in 2014 compared to $20.1 million in 2013. Gross profit as a percentage of net sales in 2014 was11.0% compared to 11.2% in 2013. Gross profit margin was relatively consistent with the prior year as increased demand was offset by product mix and anincrease in costs to support growth initiatives. General and Administrative Expenses General and administrative expenses in 2014 increased $3.0 million, or 5.1%, from the prior year as a result of a $4.5 million increase in salaries andemployee related costs, including employee incentive programs, partially offset by decreases in bad debt expense of $0.7 million, due to certainuncollectable accounts receivable identified in the prior year, as well as lower outside professional services of $0.4 million. General and administrativeexpenses, as a percentage of net sales, were 3.3% in 2014 compared to 3.6% in 2013. Selling Expenses Selling expenses were $26.7 million in 2014, a decrease of $3.9 million, or 12.8%, compared to the prior year, primarily due to a $3.2 milliondecrease in salaries and employee related costs, including employee incentive programs, and lower advertising and promotional costs. As a percentage of netsales, selling expenses were 1.4% in 2014 compared to 1.9% in the prior year. Amortization of Intangibles Amortization of intangibles was $21.9 million in 2014 compared to $21.8 million in 2013. Amortization of intangibles for both periods primarilyincludes amortization expense recognized for intangible assets recorded from the acquisition of Walker in May 2012 and certain assets of Beall in February2013. Other Income (Expense) Interest expense in 2014 totaled $22.2 million compared to $26.3 million in the prior year. Interest expense for both periods primarily relates tointerest and non-cash accretion charges on our Convertible Senior Notes and Term Loan Credit Agreement. The decrease from the previous year is due tolower outstanding loan commitments through voluntary debt payments made over the previous year, as well as reduced interest rates achieved as a result ofrepricing the Term Loan Credit Agreement in April 2013. Other, net in 2014 includes a loss on early extinguishment of debt of $1.0 million, representing the write-off of debt issuance costs recognized on$40 million of voluntary principal payments made on our Term Loan Credit agreement during 2014, as well as a $0.6 million loss on the transition of three ofour Retail branch locations to independent dealer facilities. Income Taxes We recognized income tax expense of $37.5 million in 2014 compared to $31.1 million in the prior year. The effective tax rate for 2014 was 38.1%,which differs from the U.S. Federal statutory rate of 35% primarily due to the impact of state and local taxes and the federal domestic production deduction.During 2014, we utilized all our remaining U.S. Federal income tax net operating loss carryforwards or income tax credit carryforwards and, as a result, weanticipate increases in our cash tax payments in 2015 as compared to 2014. Cash taxes paid in 2014 were approximately $20.2 million. 2013 Compared to 2012 Net Sales Net sales in 2013 increased $173.8 million, or 11.9%, compared to the 2012 period. By business segment, net external sales and related units soldwere as follows (dollars in millions): 40 Year Ended December 31, Change 2013 2012 $ % Sales by Segment Commercial Trailer Products $1,010.7 $995.2 $15.5 1.6 Diversified Products 444.8 309.7 135.1 43.6 Retail 180.2 157.0 23.2 14.8 Total $1,635.7 $1,461.9 $173.8 11.9 New Trailers (units) Commercial Trailer Products 40,750 40,800 (50) (0.1)Diversified Products 3,050 2,000 1,050 52.5 Retail 3,000 2,800 200 7.1 Total 46,800 45,600 1,200 2.6 Used Trailers (units) Commercial Trailer Products 4,300 3,150 1,150 36.5 Diversified Products 100 100 - - Retail 1,300 1,550 (250) (16.1)Total 5,700 4,800 900 18.8 Commercial Trailer Products segment sales were $1.0 billion in 2013, up $15.5 million, or 1.6%, compared to 2012. New trailer shipments in 2013of $959.1 million and 40,750 trailers were consistent with the previous year as the increase in segment sales was primarily the result of a $9.9 million, or42.1%, increase in used trailer sales as compared to the prior year as approximately 4,300 trailers shipped in 2013 compared to 3,150 trailers shipped in theprior year. Parts sales increased by approximately $5.1 million, or 218.0%, as compared to the prior year. New trailer sales in 2013 were in line with 2012. Diversified Products segment sales were $444.8 million in 2013, up $135.1 million, or 43.6%, compared to 2012. The increase in sales was primarilydue to the acquisitions of Walker and certain assets of Beall, which contributed $128.1 million more in sales compared to the prior year. We continue to gainpositive momentum in our efforts to diversify our business and increase our market penetration and overall acceptance of our product offerings. Retail segment sales were $180.2 million in 2013, up $23.2 million, or 14.8%, compared to the prior year. This increase in sales was partly due to theaddition of six tank trailer parts and service locations as a result of the Walker acquisition, generating $11.8 million more in sales as compared to the prioryear. Excluding the parts and service locations acquired from Walker, Retail segment sales were $149.0 million, an increase of 8.2%, as compared to the prioryear. New trailer sales increased $9.5 million, or 12.9%, as approximately 200 additional units were shipped as compared to the prior year. Parts and servicesales were up $7.0 million, or 15.2%. Used trailer sales decreased $1.9 million, or 13.2%, primarily due to an 18.8% decrease in shipments compared to theprior year. Cost of Sales Cost of sales for 2013 was $1.4 billion, an increase of $122.5 million, or 9.4%, compared to 2012. As a percentage of net sales, cost of sales was86.8% for 2013 compared to 88.8% for 2012. Commercial Trailer Products segment cost of sales, as detailed in the following table, was $926.6 million for 2013, an increase of $6.7 million, or0.7%, compared to 2012. As a percentage of net sales, cost of sales was 91.7% for 2013 compared to 92.4% in the prior year. 41 Year Ended December 31, Commercial Trailer Products Segment 2013 2012 (dollars in millions) % of NetSales % of NetSales Material Costs $729.4 72.2% $729.7 73.3%Other Manufacturing Costs 197.2 19.5% 190.2 19.1% $926.6 91.7% $919.9 92.4% Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses,including direct and indirect labor, outbound freight, and overhead expenses. Material costs were 72.2% of net sales in 2013 compared to 73.3% for the prioryear. The 1.1% decrease was primarily driven by increases in average selling prices for new trailers as raw material, commodity and component costsremained relatively consistent, and the increase was also partially driven by favorable customer and product mix. Other manufacturing costs increased $7.0million in the current year as compared to the prior year resulting from higher variable costs related to the increase in new trailer production volumes. As apercentage of sales, other manufacturing costs increased slightly from 19.1% in the prior year to 19.5% in 2013. Diversified Products segment cost of sales was $336.2 million in 2013, an increase of $98.6 million, or 41.5%, compared to 2012 primarily resultingfrom the acquisitions of Walker and certain assets of Beall. Cost of sales as a percentage of net sales was 75.6% in 2013 compared to 76.7% in 2012. The1.1% decrease as a percentage of net sales was primarily the result of an increased percentage of net sales from our higher-margined product lines as comparedto the previous year. Retail segment cost of sales was $160.0 million in 2013, an increase of $19.8 million, or 14.1%, compared to 2012. The increase in cost of sales wasprimarily due to the addition of six tank trailer parts and service locations from the Walker acquisition, which added $9.0 million more in cost of sales ascompared to the prior year, as well as an increase in new trailer shipments. As a percentage of net sales, cost of sales was 88.8% in 2013 compared to 89.3% in2012. This improvement as a percentage of net sales was primarily the result of product mix as an increased percentage of net sales were from the highermargin parts and service product line for the 2013 period as compared to the prior year. Gross Profit Gross profit was $215.1 million in 2013, an improvement of $51.3 million, or 31.3%, from the prior year. Gross profit as a percent of sales was 13.2%for 2013 compared to 11.2% for 2012. Gross profit by segment was as follows (in millions): Year Ended December 31, Change 2013 2012 $ % Gross Profit by Segment: Commercial Trailer Products $84.2 $75.2 $9.0 12.0 Diversified Products 108.6 72.1 36.5 50.6 Retail 20.1 16.8 3.3 19.6 Corporate and Eliminations 2.2 (0.3) 2.5 Total $215.1 $163.8 $51.3 31.3 Commercial Trailer Products segment gross profit was $84.2 million for 2013 compared to $75.2 million in the prior year. Gross profit as apercentage of net sales was 8.3% for 2013 as compared to 7.6% for the prior year. The increase in gross profit as a percentage of net sales was primarily drivenby improved pricing necessary to recapture lost margins. Diversified Products segment gross profit was $108.6 million for 2013 compared to $72.1 million for the prior year. The increase in gross profit wasdue primarily to the acquisition of Walker. Gross profit as a percentage of net sales was 24.4% in 2013 compared to 23.3% in 2012. The 1.1% increase as apercentage of net sales was largely the result of the inclusion of Walker for the entire year of 2013, as well as improved customer and product mix for ourcomposite product offerings as compared to the prior year. 42 Retail segment gross profit was $20.1 million for 2013, an increase of $3.3 million compared to 2012. Gross profit as a percentage of net sales for2013 was 11.2% compared to 10.7% for the prior year. As compared to the prior year, the 19.6% increase in gross profit is primarily due to a 22.7% increasein parts and service sales and a 12.9% increase in new trailer sales. In addition, gross profit as a percentage of sales increased 0.5% due to increased sales fromour higher-margined product lines as compared to the previous year. General and Administrative Expenses General and administrative expenses of $58.7 million for 2013 increased $13.9 million, or 31.1%, from the prior year. The increase was largely dueto the inclusion of a full year of expenses of Walker, which added expenses of approximately $13.7 million as compared to approximately $9.9 million in theprior year, and the inclusion of expenses of Beall since February 4, 2013, the date of acquisition. In addition, employee related costs, excluding Walker andBeall, increased $5.3 million in the current year period due to higher salaries and other employee related costs, including employee incentive programs. Theremainder of the increase was primarily attributable to higher outside professional fees and technology costs. General and administrative expenses, as apercentage of net sales, increased to 3.6% for the current year as compared to 3.1% for the prior year. Selling Expenses Selling expenses were $30.6 million for 2013, an increase of $7.0 million, or 29.7%, compared to the prior year, primarily due to the inclusion of afull year of selling expenses of Walker, which added expenses of approximately $14.1 million as compared to approximately $9.2 million in the prior yearand the inclusion of selling expenses of Beall since February 4, 2013, the date of acquisition. In addition, employee related costs, excluding Walker andBeall, increased $1.6 million in the current year due to employee incentive programs. As a percentage of net sales, selling expenses were 1.9% for 2013compared to 1.6% for the prior year. Amortization of Intangibles Amortization of intangibles was $21.8 million for 2013, an increase of $11.2 million, or 105.7%, as compared to the prior year due to amortizationexpense recognized for intangible assets recorded from the acquisitions of Walker and certain assets of Beall. Acquisition Expenses Acquisition expenses totaling $0.9 million for 2013 represent acquisition related costs incurred in connection with the acquisitions of Walker andcertain assets of Beall. Other Income (Expense) Interest expense in 2013 totaled $26.3 million, an increase of $4.6 million from the prior year, primarily due to interest and non-cash accretioncharges related to our Convertible Senior Notes and Term Loan Credit Agreement, as amended, entered into in connection with the Walker acquisition. Other, net in 2013 includes a loss on early extinguishment of debt of $1.9 million, representing the write-off of debt issuance costs recognized on$60 million of voluntary principal payments made on our Term Loan credit agreement during 2013, as well as interest income of $2.1 million primarily dueto the recovery of interest on past due accounts receivable. 43 Income Taxes We recognized income tax expense of $31.1 million in 2013 compared to a benefit of $57.0 million in the prior year. The effective tax rate for 2013was 40.1%, which differs from the U.S. Federal statutory rate of 35% primarily due to the impact of state and local taxes. During the fourth quarter of 2012, wereleased $59.9 million of valuation allowance against our net deferred tax assets. Therefore, income tax expense for 2012 reflected the utilization ofvaluation allowance for federal, state and local income taxes resulting in an effective tax rate less than the U.S. Federal statutory rate of 35%. As of December31, 2013, we had an estimated $28 million of remaining U.S. Federal income tax net operating loss carryforwards, which will begin to expire in 2029 ifunused, and which may be subject to other limitations under IRS rules. We also had various multi-state income tax net operating loss carryforwards, whichhad been recorded as a deferred income tax asset, of approximately $8 million, before valuation allowances. We also had various U.S. Federal income taxcredit carryforwards which expire beginning in 2023, if unused. Liquidity and Capital Resources Capital Structure Our capital structure is comprised of a mix of debt and equity. As of December 31, 2014, our debt to equity ratio was approximately 0.9:1.0. Ourlong-term objective is to generate operating cash flows sufficient to fund normal working capital requirements, to fund capital expenditures and to bepositioned to take advantage of market opportunities including the ability to improve our capital structure through debt repayments and share repurchases.For 2015, we expect to fund operations, working capital requirements and capital expenditures through cash flows from operations as well as availableborrowings under our existing Credit Agreement. Debt Agreements and Related Amendments Convertible Senior Notes In April 2012, we issued Convertible Senior Notes due 2018 (the “Notes”) with an aggregate principal amount of $150 million in a public offering.The Notes bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 and November 1. The Notes are seniorunsecured obligations and rank equally with our existing and future senior 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 initial conversionrate of 85.4372 shares of our 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 the calendar quarterending on June 30, 2012 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether ornot consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater thanor equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period(the “measurement period”) in which the trading price (as defined in the indenture for the Notes) per $1,000 principal amount of Notes for each trading day ofthe measurement period 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; and (3) upon the occurrence of specified corporate events as described in the indenture for the Notes; and (B) at any time on or after November 1, 2017until the close of business on the second business day immediately preceding the maturity date. As of December 31, 2014, the Notes were not convertiblebased on the above criteria. If the Notes were converted as of December 31, 2014, the if-converted value would exceed the principal amount byapproximately $8 million. It is our intent to settle conversions through a net share settlement, which involves repayment of cash for the principal portion and delivery of sharesof common stock for the excess of the conversion value over the principal portion. We used the net proceeds of approximately $145.1 million from the sale ofthe 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 required the carrying amount of the liability component to be estimated by measuringthe fair value of 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 Notes without the conversion option. Based on market data available for publicly traded, senior, unsecuredcorporate bonds issued by companies in the same industry and with similar maturity, we estimated the implied interest rate of the Notes to be 7.0%, assumingno conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including marketinterest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to theNotes, which resulted in a fair value of the liability component of $123.8 million upon issuance, calculated as the present value of implied future paymentsbased on the $150.0 million aggregate principal amount. The $21.7 million difference between the cash proceeds before offering expenses of $145.5 millionand the estimated fair value of the liability component was recorded in additional paid-in capital. The discount on the liability portion of the Notes is beingamortized over the life of the Notes using the effective interest rate method.44 Revolving Credit Agreement In May 2012 we entered into an amendment and restatement of our then-existing senior secured revolving credit facility among us, certain of oursubsidiaries (collectively, the “Borrowers”), Wells Fargo Capital Finance, LLC, as joint lead arranger, joint bookrunner and 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 theother lenders named therein, as amended (the “Amended and Restated Revolving Credit Agreement”). Also in May 2012, certain of our subsidiaries (the“Revolver Guarantors”) entered into a general continuing guarantee of the Borrowers’ obligations under the Amended and Restated Revolving CreditAgreement 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 priority securityinterests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the RevolverGuarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extentevidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattelpaper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priorityliens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement customary permitted liens and certain other permittedliens) (A) equity interests of each direct subsidiary held by the Borrower and each Revolving Guarantor (subject to customary limitations in the case of theequity of foreign 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 real property (in eachcase, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). The respective priorities of the securityinterests securing the Amended and Restated Revolving Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreementbetween the Revolver Agent and the Term Agent (as defined below) (the “Intercreditor Agreement”). The Amended and Restated Revolving CreditAgreement 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 credit facility.We have the option to increase the total commitment under the facility to $200 million, subject to certain conditions, including (i) obtaining commitmentsfrom any one or more lenders, whether or not currently party to the Amended and Restated Revolving Credit Agreement, to provide such increased amountsand (ii) the available amount of increases to the facility being reduced by the amount of any incremental loans advanced under the Term Loan CreditAgreement in excess of $25 million. Availability under the Amended and Restated Revolving Credit Agreement will be based upon monthly (or morefrequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory and eligible accounts receivable, and will be reducedby certain reserves in effect 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 borrowingsunder the Amended and Restated Revolving Credit Agreement will bear interest at a rate, at the Borrowers’ election, equal to (i) LIBOR plus a margin rangingfrom 1.75% 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 excess availabilityunder the revolving loan facility. The Borrowers are required to pay a monthly unused line fee equal to 0.375% times the average daily unused availabilityalong with other customary fees and expenses of the Revolver Agent and the lenders. The Amended and Restated Revolving Credit Agreement contains customary covenants limiting our ability to, among other things, pay cashdividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, makeinvestments and dispose of assets. In addition, we are required to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end ofany period of 12 fiscal months when excess availability under the Amended and Restated Revolving Credit Agreement is less than 12.5% of the totalrevolving commitment. 45 If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or if there exists anevent of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferreddaily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility. Subject to the terms of the Intercreditor Agreement, if the covenants under the Amended and Restated Revolving Credit Agreement are breached, thelenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customaryevents of default in the Amended and Restated Revolving 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 dischargedwithin 30 days. As of December 31, 2014, we were in compliance with all covenants of the Amended and Restated Revolving Credit Agreement. Term Loan Credit Agreement and Related Amendment In May 2012 we entered into a credit agreement among us, the several lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc.,as administrative agent, joint lead arranger and joint bookrunner (the “Term Agent”), and Wells Fargo Securities, LLC, as joint lead arranger and jointbookrunner, as amended (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) obtainingcommitments from any one or more lenders, whether or not currently party to the Term Loan Credit Agreement, to provide such increased amounts and (ii) theavailable amount of incremental loans being reduced by the amount of any increases in the maximum revolver amount under the Amended and RestatedRevolving Credit Agreement (discussed above). Also in May 2012, certain of our subsidiaries (the “Term Guarantors”) entered into a general continuingguarantee of the Company’s obligations under the Term Loan Credit Agreement in favor of the Term Agent (the “Term Guarantee”). In April 2013 we entered into Amendment No.1 to Credit Agreement (the “Amendment”), which was effective on May 9, 2013, and amended theTerm Loan Credit Agreement. As of the Amendment date, there was approximately $297.0 million of term loans outstanding under the Term Loan CreditAgreement (the “Initial Loans”), of which we paid $20.0 million in connection with the Amendment. Under the Amendment, the lenders agreed to provide tous term loans in an aggregate principal amount of $277.0 million, which were exchanged for and used to refinance the Initial Loans (the “Tranche B-1Loans”). The Tranche B-1 Loans mature on May 8, 2019, but provide for an accelerated maturity in the event our outstanding 3.375% Convertible SeniorNotes due 2018 are not converted, redeemed, repurchased or refinanced in full on or before the date that is 91 days prior to the maturity date thereof. TheTranche B-1 Loans shall amortize in equal quarterly installments in aggregate amounts equal to 0.25% of the Tranche B-1 Loan amount, with the balancepayable at maturity, and will bear interest at a rate, at our election, equal to (i) LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% or (ii) a base rateplus a margin of 2.50%. The Term Loan Credit Agreement is guaranteed by the Term Guarantors and is secured by (i) first-priority liens on and security interests in the TermPriority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. In addition, the Amendment amended the Term Loan CreditAgreement, by among other things, removing the covenant that we be required to maintain a minimum interest coverage ratio. As amended, the Term LoanCredit Agreement requires us to maintain a maximum senior secured leverage ratio tested as of the last day of each fiscal quarter for the four consecutivefiscal quarters 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 to1.0 thereafter. 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 cash flows, as defined in theTerm Loan Credit Agreement to be calculated annually with the delivery of financial statements. 46 The Term Loan Credit Agreement contains 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, pay off subordinated indebtedness, make investments and dispose ofassets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement are breached, the lenders may, subject tovarious customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in theTerm Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain otherindebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days. As of December 31, 2014, our senior secured leverage ratio was 0.3:1.0, and we were in compliance with all covenants under the Amendment. For the years ended December 31, 2014, 2013 and 2012, under the Term Loan Credit Agreement we paid interest of $10.0 million, $14.9 million and$10.9 million, respectively, and principal of $42.1 million and $62.8 million during 2014 and 2013, respectively. As of December 31, 2014, we had $192.8million outstanding under the Term Loan Credit agreement, all of which was classified as long-term debt on our Consolidated Balance Sheet as a result of ourelection to apply our voluntary principal payment in September 2014 in a manner that fulfilled our obligation to pay the future mandatory quarterlyamortization installments required by the Term Loan Credit Agreement. In connection with the closing of the Term Loan Credit Agreement in May 2012 andrelated Amendment in April 2013, we paid a total of $8.5 million in original issuance discount fees which are being amortized over the life of the facilityusing the effective interest rate method. For the years ended December 31, 2014, 2013 and 2012, we charged $0.9 million, $0.9 million and $0.6 million, respectively, of amortization fororiginal issuance discount fees as Interest Expense in the Consolidated Statements of Operations. In addition, for the years ended December 31, 2014 and2013, we have charged $0.9 million and $1.4 million, respectively, of accelerated amortization in connection with our voluntary principal payments asOther, net in the Consolidated Statements of Operations. Cash Flow 2014 compared to 2013 Cash provided by operating activities for 2014 totaled $92.6 million, compared to $128.7 million in 2013. The cash provided by operations duringthe current year period was the result of net income adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-basedcompensation, accretion of debt discount, and loss on debt extinguishment, of $130.1 million, partially offset by a $37.4 million increase in our workingcapital. Changes in key working capital accounts for 2014, 2013 and 2012 are summarized below (in millions): Source (Use) of cash: 2014 2013 Change Accounts receivable $(14.8) $(23.7) $8.9 Inventories 3.1 6.3 (3.2)Accounts payable and accrued liabilities (26.8) 18.1 (44.9)Net (use) source of cash $(38.5) $0.7 $(39.2) Accounts receivable increased by $14.8 million in 2014 as compared to an increase of $23.7 million in the prior year period. Days sales outstanding,a measure of working capital efficiency that measures the amount of time a receivable is outstanding, decreased to approximately 23 days as of December 31,2014, compared to 24 days in 2013. The increase in accounts receivable for 2014 was primarily the result of the timing of shipments and a 13.9% increase inour consolidated net sales compared to the prior year. Inventory decreased by $3.1 million during 2014 as compared to a decrease of $6.3 million in 2013.The decrease in inventory for the 2014 period was primarily due to lower finished goods inventories at December 31, 2014 as customer shipments exceededproduction in 2014. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year wasapproximately 7 times in 2014 compared to approximately 6 times in 2013. Accounts payable and accrued liabilities decreased by $26.8 million in 2014compared to an increase of $18.1 million for 2013. The decrease in 2014 was primarily due to a reduced amount of deposits from customers for products notdelivered as well as the impact of early payment discounts offered by our suppliers. Days payable outstanding, a measure of working capital efficiency thatmeasures the amount of time a payable is outstanding, was 19 days in 2014 and 25 days for the 2013 period. 47 Investing activities used $15.8 million during 2014 compared to $31.5 million used in 2013. Investing activities for 2014 include capitalexpenditures to support growth and improvement initiatives at our facilities totaling $20.0 million offset by proceeds from the sale of certain Retail branchlocation assets totaling $4.1 million. Cash used in investing activities in 2013 was primarily related to the acquisition of certain assets of Beall completed inthe first quarter totaling $13.9 million and capital expenditures totaling $18.4 million. Financing activities used $44.0 million and $65.3 million during 2014 and 2013, respectively, primarily due to principal payments under our termloan credit facility of approximately $42.1 million and $62.8 million, respectively. As of December 31, 2014, our liquidity position, defined as cash on hand and available borrowing capacity, amounted to $289.9 million,representing an increase of $35.6 million from December 31, 2013. Total debt and capital lease obligations amounted to $332.5 million as of December 31,2014. As we continue to see improvements in the overall trailer industry, as well as our operating performance metrics, we believe our liquidity is adequate tofund our currently planned operations, working capital needs and capital expenditures for 2015. 2013 compared to 2012 Cash provided by operating activities for 2013 totaled $128.7 million, compared to $76.0 million in 2012. The cash provided by operations duringthe current year period was the result of net income adjusted for various non-cash activities, including depreciation, amortization, deferred taxes, stock-basedcompensation, accretion of debt discount, and loss on debt extinguishment of $129.1 million, partially offset by a $0.4 million increase in our workingcapital. Changes in key working capital accounts for 2013, 2012 and 2011 are summarized below (in millions): Source (Use) of cash: 2013 2012 Change Accounts receivable $(23.7) $1.2 $(24.9)Inventories 6.3 41.7 (35.4)Accounts payable and accrued liabilities 18.1 (46.8) 64.9 Net source (use) of cash $0.7 $(3.9) $4.6 Accounts receivable increased by $23.7 million in 2013 as compared to a decrease of $1.2 million in the prior year. Days sales outstanding, ameasure of working capital efficiency that measures the amount of time a receivable is outstanding, increased to approximately 24 days as of December 31,2013, compared to 21 days in 2012. The increase in accounts receivable for 2013 was primarily the result of the timing of shipments and an 11.9% increase inour consolidated net sales compared to the prior year. Inventory decreased by $6.3 million during 2013 as compared to a decrease of $41.7 million in 2012.The decrease in inventory for the 2013 period was primarily due to lower raw materials and work in process inventories at December 31, 2013. Our inventoryturns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year was approximately 6 times in 2013compared to approximately 7 times in 2012. Accounts payable and accrued liabilities increased by $18.1 million in 2013 compared to a decrease of $46.8million for 2012. The increase in 2013 was primarily due to timing of production as compared to the previous year. Days payable outstanding, a measure ofworking capital efficiency that measures the amount of time a payable is outstanding, was 25 days in 2013 and 22 days in 2012. Investing activities used $31.5 million during 2013 compared to $380.8 million used in 2012. Cash used in investing activities in 2013 wasprimarily related to the acquisition of certain assets of Beall completed in the first quarter for $13.9 million. The current period also includes capitalexpenditures totaling $18.4 million to support growth and improvement initiatives at our facilities. Cash used for investing activities in 2012 was primarilyrelated to the Walker acquisition for $364.0 million, net of cash acquired, and other acquisition related costs. 48 Financing activities used $65.3 million during 2013 primarily due to principal payments under our term loan credit facility of approximately $62.8million. Financing activities provided $366.3 million during 2012 as a result of the issuance of our Convertible Senior Notes and borrowings under our TermLoan Credit Agreement, as amended, which provided net proceeds before offering expenses of approximately $145.5 million and $292.5 million,respectively. The net proceeds received were used to fund the purchase price of the Walker acquisition as well as related fees and expenses incurred as part ofthis transaction. Capital Expenditures Capital spending amounted to $20.0 million for 2014 and is anticipated to be approximately $25 million for 2015. Capital spending for 2014 wasprimarily utilized to support growth, productivity improvements and environmental, health and safety initiatives within our facilities. Off-Balance Sheet Transactions As of December 31, 2014, we had approximately $7.2 million in operating lease commitments. We did not enter into any material off-balance sheetdebt or operating lease transactions during the year. Outlook The demand environment for trailers remained healthy throughout 2014, as evidenced by our strong and growing backlog, a trailer demand forecastby industry forecasters significantly above replacement demand levels for the next several years and our ability to increase prices to improve and recapturelost margins. Recent estimates from industry analysts, ACT Research Company (“ACT”) and FTR Associates (“FTR”), forecast strong demand levels in 2015and beyond, with ACT currently estimating demand to be approximately 305,000 trailers for 2015, representing an increase of 11.8% as compared to 2014,and forecasting continued strong demand levels into the foreseeable future with estimated annual average demand for the four year period ending 2019 inexcess of 271,000 new trailers. FTR anticipates new trailer demand to be approximately 279,000 new trailers in 2015, representing an increase of 4.2% ascompared to 2014 while projecting a decrease in 2016 with demand totaling 255,000 trailers. Nevertheless, there remain downside risks relating to issueswith the global economy, unemployment, and housing and construction-related markets in the U.S. Other potential risks we face as we proceed into 2015 will primarily relate to managing raw material commodity and component costs as significantincreases in the cost of certain commodities, raw materials or components could have an adverse effect on our results of operations. As has been our practice,we will endeavor to pass raw material and component price increases to our customers in addition to continuing our cost management and hedging activitiesin an effort to minimize the risk changes in material costs could have 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 dominant participantsin the trucking industry; (2) our DuraPlate® and other industry leading brand trailers continue to have increased market acceptance; (3) our focus is ondeveloping solutions that reduce our customers’ trailer maintenance and operating costs providing the best overall value; and (4) our continued expansion ofour presence through our Company-owned branch locations and independent dealer network. Based on the published industry demand forecasts, customer feedback regarding their current requirements, our existing backlog of orders and ourcontinued efforts to be selective in our order acceptance to ensure we obtain appropriate value for our products, we estimate that for the full year 2015 totalnew trailers sold will be between 60,000 and 64,000, which reflects volumes slightly stronger than 2014 demand levels. As a result of our commitment torecapture margins within our Commercial Trailer Products segment, our expectation for growth in trailer volumes is similar to the expected industry growthrate, and we have already begun to realize the improvements in pricing and gross margins and we expect continued improvements during 2015. 49 We are not relying solely on volume and price recovery within the trailer industry to improve operations and enhance our profitability. We believeour strategic initiative to become a diversified industrial manufacturer will provide us the opportunity to address new markets, enhance our financial profileand reduce the cyclicality within our business. The Diversified Products segment has continued to gain momentum and generate increased revenues andearnings. While demand for some of these products is dependent on the development of new products, customer acceptance of our product solutions and thegeneral expansion of our customer base and distribution channels, we anticipate the long-term growth rate of demand for these products to be equal to orslightly higher than the U.S. gross domestic product. The completion of recent acquisitions has enabled us to further diversify our business, enhance ourleadership position in trailer manufacturing and related products and technologies and recognize additional growth and value creation as we actively pursuemargin enhancing synergies. In addition, we have been and will continue to focus on developing innovative new products that both add value to ourcustomers’ operations and allow us to continue to differentiate our products from the competition. Contractual Obligations and Commercial Commitments A summary of payments of our contractual obligations and commercial commitments, both on and off balance sheet, as of December 31, 2014 are asfollows (in millions): 2015 2016 2017 2018 2019 Thereafter Total DEBT: Revolving Facility (due 2017) $- $- $- $- $- $- $- Convertible Senior Notes (due 2018) - - - 150.0 - - 150.0 Term Loan Credit Facility (due 2019) - - - - 192.8 - 192.8 Industrial Revenue Bond 0.5 0.5 0.5 0.1 - - 1.6 Capital Leases (including principal and interest) 1.7 1.4 1.1 0.9 0.8 2.2 8.1 TOTAL DEBT $2.2 $1.9 $1.6 $151.0 $193.6 $2.2 $352.5 OTHER: Operating Leases $2.4 $2.0 $1.3 $0.9 $0.5 $0.1 $7.2 TOTAL OTHER $2.4 $2.0 $1.3 $0.9 $0.5 $0.1 $7.2 OTHER COMMERCIAL COMMITMENTS: Letters of Credit $6.2 $- $- $- $- $- $6.2 Raw Material Purchase Commitments 71.3 - - - - - 71.3 Used Trailer Purchase Commitments 10.0 - - - - - 10.0 TOTAL OTHER COMMERCIAL COMMITMENTS $87.5 $- $- $- $- $- $87.5 TOTAL OBLIGATIONS $92.1 $3.9 $2.9 $151.9 $194.1 $2.3 $447.2 Scheduled payments for our Revolver exclude interest payments as rates are variable. Borrowings under the Revolver bear interest at a variable ratebased on the London Interbank Offer Rate (LIBOR) or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in theagreement. Outstanding borrowings under the Revolver bear interest at a rate, at our 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 each case depending upon the monthly average excess availability under the Revolver. Weare required to pay a monthly unused line fee equal to 0.375% times the average daily unused availability along with other customary fees and expenses ofour agent and lenders. Scheduled payments for our Convertible Senior Notes exclude interest payments which bear interest at the rate of 3.375% per annum from the dateof issuance, payable semi-annually on May 1 and November 1. Scheduled payments for our Term Loan Credit Agreement, as amended, exclude interest payments as rates are variable. Borrowings under the TermLoan Credit Agreement, as amended, bear interest at a variable rate, at our election, equal to (i) LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% or(ii) a base rate plus a margin of 2.50%. Capital leases represent future minimum lease payments including interest. Operating leases represent the total future minimum lease payments. We have $71.3 million in purchase commitments through December 2015 for various raw material commodities, including aluminum, steel, nickeland copper as well as other raw material components which are within normal production requirements. 50 We have used trailer purchase commitments totaling $10.0 million related to commitments with certain customers to accept used trailers on trade fornew trailer purchases. These commitments arise in the normal course of business related to future new trailer orders at the time a new trailer order is placed bythe customer. We have standby letters of credit totaling $6.2 million issued in connection with workers compensation claims and surety bonds. Significant Accounting Policies and Critical Accounting Estimates Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. Certain of our accounting policiesrequire the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature,these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts,evaluation of trends in the industry, information provided by our customers and information 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 we were makingthe estimate or changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition orresults 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 Factors Other accrued liabilities andother non-current liabilities Warranty Estimating warranty requires us toforecast the resolution of existing claimsand expected future claims on productssold. We base our estimate on historical trends oftrailers sold and payment amounts, combinedwith our current understanding of the status ofexisting claims, recall campaigns anddiscussions with our customers. Failure rates andestimated repair costs Accounts receivable Allowance for doubtfulaccounts Estimating the allowance for doubtfulaccounts requires us to estimate thefinancial capability of customers to payfor products. We base our estimates on historical experience,the length of time an account is outstanding,customer’s financial condition and informationfrom credit rating services. Customer financialcondition Inventories Lower of cost or marketwrite-downs We evaluate future demand forproducts, market conditions andincentive programs. Estimates are based on recent sales data,historical experience, external market analysisand third party appraisal services. Market conditions Product type Property, plant andequipment, intangible assets,goodwill and other assets Impairment of long-lived assets We are required periodically to reviewthe recoverability of certain of ourassets based on projections ofanticipated future cash flows, includingfuture profitability assessments ofvarious product lines. We estimate cash flows using internal budgetsbased on recent sales data, and independenttrailer production volume estimates. Future productionestimates 51 Balance SheetCaption Critical EstimateItem Nature of EstimatesRequired Assumptions/Approaches Used Key Factors Deferred income taxes Recoverability ofdeferred tax assets - inparticular, net operatingloss carry-forwards We are required to estimate whetherrecoverability of our deferred tax assetsis more likely than not based onforecasts of taxable earnings. We use historical operating results for the past 3years and projected future operating results,based upon our business plans, including areview of the eligible carry-forward period, taxplanning opportunities and other relevantconsiderations. Historical operatingresults Variances in futureprojected profitability,including by taxingentity Tax law changes Additional paid-in capital Stock-basedcompensation We are required to estimate the fairvalue of all stock awards we grant. We use a binomial valuation model to estimatethe fair value of stock awards. We feel thebinomial model provides the most accurateestimate of fair value. Risk-free interest rate Historical volatility Dividend yield Expected term In addition, there are other items within our financial statements that require estimation, but are not as critical as those discussed above. Changes inestimates used in these and other items could have a significant effect on our consolidated financial statements. The determination of the fair market value ofour finished goods, primarily consisting of new trailers, and used trailer inventories are subject to variation, particularly in times of rapidly changing marketconditions. A 5% change in the valuation of our finished goods and used trailer inventories at December 31, 2014, would be approximately $4 million. Other Inflation We 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 Pronouncements In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation ofan Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires anentity to present unrecognized tax benefits as a reduction to deferred tax assets when a net operating loss carryforward, similar tax loss or a tax creditcarryforward exists, with limited exceptions. ASU 2013-11 became effective for fiscal years beginning on or after December 15, 2013, and for interim periodswithin those fiscal years. The adoption did not have a material effect on our audited consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognitionrequirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized todepict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange forthose goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising fromcustomer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Theeffective date will be the first quarter of fiscal year 2017 using one of two retrospective application methods. We are currently assessing the potential impactof the adoption of ASU 2014-09 on our financial statements and related disclosures. 52 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern, which requires management toevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures. The guidance iseffective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have notbeen previously issued. The standard allows for either a full retrospective or modified retrospective transition method. We do not expect this standard to havea material impact on our financial statements upon adoption. ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodity prices andinterest rates. The following discussion provides additional detail regarding our exposure to these risks. a.Commodity Price Risks We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from commodities such asaluminum, steel, lumber, nickel, copper and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantly impactproduct costs. We manage some of our commodity price changes by entering into fixed price contracts with our suppliers. As of December 31, 2014, we had$71.3 million in raw material purchase commitments through December 2015 for materials that will be used in the production process, as compared to $32.8million as of December 31, 2013. We typically do not set prices for our products more than 45-90 days in advance of our commodity purchases and can,subject to competitive market conditions, take into account the cost of the commodity in setting our prices for each order. To the extent that we are unable tooffset the increased commodity costs in our product prices, our results would be materially and adversely affected. b.Interest Rates As of December 31, 2014, we had no floating rate debt outstanding under our revolving facility and maintained an average floating rate borrowinglevel of less than $0.1 million under our revolving facility. In addition, as of December 31, 2014, we had outstanding borrowings under our Term Loan CreditAgreement, as amended, totaling $192.8 million that bear interest at a floating rate, subject to a minimum interest rate. Based on the average borrowingsunder our revolving facility and the outstanding indebtedness under our Term Loan Credit Agreement, as amended, a hypothetical 100 basis-point change inthe floating interest rate would result in a corresponding change in interest expense over a one-year period of $0.3 million. This sensitivity analysis does notaccount for the change in the competitive environment indirectly related to the change in interest rates and the potential managerial action taken in responseto these changes. c.Foreign Exchange Rates We are subject to fluctuations in the British pound sterling and Mexican peso exchange rates that impact transactions with our foreign subsidiaries,as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A five percent change in the British pound sterling orMexican peso exchange rates would have an immaterial impact on results of operations. We do not hold or issue derivative financial instruments forspeculative purposes. 53 ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Pages Report of Independent Registered Public Accounting Firm55 Consolidated Balance Sheets as of December 31, 2014 and 201356 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 201257 Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 201258 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 201259 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 201260 Notes to Consolidated Financial Statements61 54 Report of Independent Registered Public Accounting Firm The 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, 2014 and 2013, and therelated consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period endedDecember 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on thesefinancial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour 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 of WabashNational Corporation at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the periodended December 31, 2014, 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), Wabash NationalCorporation’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2015 expressed anunqualified opinion thereon. /s/ ERNST & YOUNG LLP Indianapolis, IndianaFebruary 27, 2015 55 WABASH NATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETS(Dollars in thousands) December 31, 2014 2013 ASSETS CURRENT ASSETS Cash and cash equivalents $146,113 $113,262 Accounts receivable 135,206 120,358 Inventories 177,144 184,173 Deferred income taxes 16,993 21,576 Prepaid expenses and other 10,203 9,632 Total current assets $485,659 $449,001 PROPERTY, PLANT AND EQUIPMENT 142,892 142,082 DEFERRED INCOME TAXES - 1,401 GOODWILL 149,603 149,967 INTANGIBLE ASSETS 137,100 159,181 OTHER ASSETS 13,397 10,613 $928,651 $912,245 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $496 $3,245 Current portion of capital lease obligations 1,458 1,609 Accounts payable 96,213 112,151 Other accrued liabilities 88,690 99,358 Total current liabilities $186,857 $216,363 LONG-TERM DEBT 324,777 358,890 CAPITAL LEASE OBLIGATIONS 5,796 6,851 DEFERRED INCOME TAXES 2,349 1,234 OTHER NONCURRENT LIABILITIES 18,040 6,528 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock 200,000,000 shares authorized, $0.01 par value, 68,998,069 and 68,523,419 sharesoutstanding, respectively 709 705 Additional paid-in capital 635,606 625,971 Accumulated deficit (216,198) (277,128)Accumulated other comprehensive loss (637) (18)Treasury stock at cost, 1,987,073 and 1,873,870 common shares, respectively (28,648) (27,151)Total stockholders' equity $390,832 $322,379 $928,651 $912,245 The accompanying notes are an integral part of these Consolidated Statements. 56 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in thousands, except per share amounts) Year Ended December 31, 2014 2013 2012 NET SALES $1,863,315 $1,635,686 $1,461,854 COST OF SALES 1,630,681 1,420,563 1,298,031 Gross profit $232,634 $215,123 $163,823 GENERAL AND ADMINISTRATIVE EXPENSES 61,694 58,666 44,751 SELLING EXPENSES 26,676 30,597 23,589 AMORTIZATION OF INTANGIBLES 21,878 21,786 10,590 ACQUISITION EXPENSES - 883 14,409 Income from operations $122,386 $103,191 $70,484 OTHER INCOME (EXPENSE): Interest expense (22,165) (26,308) (21,724)Other, net (1,759) 740 (97) Income before income taxes $98,462 $77,623 $48,663 INCOME TAX EXPENSE (BENEFIT) 37,532 31,094 (56,968) Net income $60,930 $46,529 $105,631 BASIC NET INCOME PER SHARE $0.88 $0.67 $1.53 DILUTED NET INCOME PER SHARE $0.85 $0.67 $1.53 The accompanying notes are an integral part of these Consolidated Statements. 57 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Dollars in thousands) Year Ended December 31, 2014 2013 2012 NET INCOME $60,930 $46,529 $105,631 Other comprehensive (loss) income: Foreign currency translation adjustment (619) (266) 248 Total other comprehensive (loss) income (619) (266) 248 COMPREHENSIVE INCOME $60,311 $46,263 $105,879 The accompanying notes are an integral part of these Consolidated Statements. 58 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Dollars in thousands) Accumulated Additional Other Common Stock Paid-In Accumulated Comprehensive Treasury Shares Amount Capital Deficit Income (Loss) Stock Total 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, netof taxes - - 12,328 - - - 12,328 Common stock issued in connection with: Stock option exercises 81,482 1 352 - - - 353 BALANCES, December 31, 2012 68,378,984 $702 $618,550 $(323,657) $248 $(27,116) $268,727 Net income for the year - - - 46,529 - - 46,529 Foreign currency translation - - - - (266) - (266)Stock-based compensation 62,183 - 6,822 - - - 6,822 Stock repurchase (3,665) - - - - (35) (35)Common stock issued in connection with: Stock option exercises 85,917 3 599 - - - 602 BALANCES, December 31, 2013 68,523,419 $705 $625,971 $(277,128) $(18) $(27,151) $322,379 Net income for the year - - - 60,930 - - 60,930 Foreign currency translation - - - - (619) - (619)Stock-based compensation 392,470 4 7,714 - - - 7,718 Stock repurchase (113,203) - - - - (1,497) (1,497)Common stock issued in connection with: Stock option exercises 195,383 - 1,921 - - - 1,921 BALANCES, December 31, 2014 68,998,069 $709 $635,606 $(216,198) $(637) $(28,648) $390,832 The accompanying notes are an integral part of these Consolidated Statements. 59 WABASH NATIONAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) Years Ended December 31, 2014 2013 2012 Cash flows from operating activities Net income $60,930 $46,529 $105,631 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 16,951 16,550 14,975 Amortization of intangibles 21,878 21,786 10,590 Net loss on sale of property, plant and equipment 13 140 203 Loss on debt extinguishment 1,042 1,889 - Deferred income taxes 16,573 30,089 (57,283)Stock-based compensation 7,833 7,480 5,149 Accretion of debt discount 4,840 4,643 2,972 Changes in operating assets and liabilities Accounts receivable (14,848) (23,691) 1,180 Inventories 3,116 6,260 41,696 Prepaid expenses and other (571) (3,893) 736 Accounts payable and accrued liabilities (26,787) 18,082 (46,786)Other, net 1,665 2,805 (3,046)Net cash provided by operating activities $92,635 $128,669 $76,017 Cash flows from investing activities Capital expenditures (19,957) (18,352) (14,916)Acquisitions, net of cash acquired - (15,985) (364,012)Proceeds from sale of property, plant and equipment 87 305 607 Other 4,113 2,500 (2,500)Net cash used in investing activities $(15,757) $(31,532) $(380,821) Cash flows from financing activities Proceeds from exercise of stock options 1,921 600 354 Borrowings under revolving credit facilities 806 1,166 206,015 Payments under revolving credit facilities (806) (1,166) (271,015)Principal payments under capital lease obligations (1,898) (1,700) (1,629)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 (42,078) (62,827) (2,250)Proceeds from issuance of industrial revenue bond - - 2,500 Principal payments under industrial revenue bond (475) (381) - Debt issuance costs paid - (981) (5,134)Stock repurchase (1,497) (35) (564)Proceeds from issuance of common stock, net of expenses - - - Net cash (used in) provided by financing activities $(44,027) $(65,324) $366,277 Net increase in cash and cash equivalents $32,851 $31,813 $61,473 Cash and cash equivalents at beginning of year 113,262 81,449 19,976 Cash and cash equivalents at end of year $146,113 $113,262 $81,449 Supplemental disclosures of cash flow information Cash paid during the period for Interest $16,136 $20,913 $16,050 Income taxes $20,220 $941 $594 The accompanying notes are an integral part of these Consolidated Statements. 60 WABASH NATIONAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.DESCRIPTION OF THE BUSINESS Wabash National Corporation (the “Company”) designs, manufactures and markets standard and customized truck and tank trailers, intermodalequipment and transportation related products under the Wabash®, Wabash National®, DuraPlate®, DuraPlate HD®, DuraPlate® XD-35®, DuraPlateAeroSkirt®, ArcticLite®, FreightPro®, RoadRailer®, TrustLock Plus®, Transcraft®, Eagle®, Eagle II®, D-Eagle®, Benson®, Walker Transport, Walker StainlessEquipment, Walker Defense Group, Walker Barrier Systems, Walker Engineered Products, Brenner® Tank, Garsite, Progress Tank, TST®, Bulk TankInternational, Extract Technology®, and Beall® brand name or trademarks. The Company’s wholly-owned subsidiaries, Wabash National Trailer Centers, Inc.and Brenner Tank Services, LLC, sell 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 POLICIES a.Basis of Consolidation The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significantintercompany profits, transactions and balances have been eliminated in consolidation. b.Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management tomake estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual resultscould differ from these estimates. c.Revenue Recognition The Company recognizes revenue from the sale of its products when the customer has made a fixed commitment to purchase a product for a fixed ordeterminable price, collection is reasonably assured under the Company’s normal billing and credit terms and ownership and all risk of loss has beentransferred to the buyer, which is normally upon shipment to or pick up by the customer. Revenues on certain long-term contracts are recorded on apercentage of completion method, measured by the actual labor incurred to the estimated total labor for each project. Revenues exclude all taxes collectedfrom the customer. Shipping and handling fees are included in Net Sales and the associated costs included in Cost of Sales in the Consolidated Statements ofOperations. d.Used Trailer Trade Commitments and Residual Value Guarantees The Company has commitments with certain customers to accept used trailers on trade for new trailer purchases. These commitments arise in thenormal course of business related to future new trailer orders at the time a new trailer order is placed by the customer. The Company acquired used trailers ontrade of approximately $26.8 million, $26.2 million and $19.5 million in 2014, 2013 and 2012, respectively. As of December 31, 2014 and 2013, theCompany had approximately $10.0 million and $15.6 million, respectively, of outstanding trade commitments. On occasion, the amount of the tradeallowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, theCompany’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailersis measured considering market sales data for comparable types of trailers. The net realizable value of the used trailers subject to the remaining outstandingtrade commitments was estimated by the Company to be approximately $10.0 million and $15.3 million as of December 31, 2014 and 2013, respectively. e.Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. 61 f.Accounts Receivable Accounts receivable are shown net of allowance for doubtful accounts and primarily include trade receivables. The Company records and maintainsa provision for doubtful accounts for customers based upon a variety of factors including the Company’s historical collection experience, the length of timethe account has been outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, theCompany’s estimates with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivableswhen they are determined to be uncollectible. Provisions to the allowance for doubtful accounts are charged to both General and Administrative Expensesand Selling Expenses in the Consolidated Statements of Operations. The following table presents the changes in the allowance for doubtful accounts (inthousands): Years Ended December 31, 2014 2013 2012 Balance at beginning of year $2,058 $858 $1,233 Provision 178 908 (153)Write-offs, net of recoveries (1,189) 292 (222)Balance at end of year $1,047 $2,058 $858 g.Inventories Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. The cost of manufactured inventory includesraw material, labor and overhead. Inventories consist of the following (in thousands): December 31, 2014 2013 Raw materials and components $63,847 $54,699 Work in progress 23,145 20,749 Finished goods 68,923 82,673 Aftermarket parts 8,446 10,389 Used trailers 12,783 15,663 $177,144 $184,173 h.Prepaid Expenses and Other Prepaid expenses and other as of December 31, 2014 and 2013 were $10.2 million and $9.6 million, respectively. Prepaid expenses and otherprimarily includes items such as insurance premiums, maintenance agreements and other receivables. Insurance premiums and maintenance agreements arecharged to expense over the contractual life, which is generally one year or less. Other receivables primarily consist of costs in excess of billings on long-termcontracts for which the Company recognizes revenue on a percentage of completion basis. i.Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred,while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated usefullives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years formachinery and equipment. Depreciation expense, which is recorded in Cost of Sales and General and Administrative Expenses in the ConsolidatedStatements of Operations, as appropriate, on property, plant and equipment was $16.5 million, $15.7 million and $12.7 million in 2014, 2013 and 2012,respectively, and includes amortization of assets recorded in connection with the Company’s capital lease agreements. In connection with the purchase ofcertain assets of Beall in February 2013, the Company entered into a separate ten-year capital lease agreement for Beall’s manufacturing facility in Portland,Oregon, with an obligation totaling $4.3 million. As of December 31, 2014 and 2013, the assets related to the Company’s capital lease agreements arerecorded within Property, Plant and Equipment in the Consolidated Balance Sheet for the amount of $10.2 million and $10.9 million, respectively, net ofaccumulated depreciation of $3.7 million and $2.4 million, respectively. 62 Property, plant and equipment consist of the following (in thousands): December 31, 2014 2013 Land $25,982 $26,398 Buildings and building improvements 115,856 112,208 Machinery and equipment 210,488 200,567 Construction in progress 10,518 9,543 $362,844 $348,716 Less: accumulated depreciation (219,952) (206,634) $142,892 $142,082 j.Intangible Assets As of December 31, 2014, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Amortization Period Gross Intangible Assets Accumulated Amortization Net Intangible Assets Tradenames and trademarks 20 years $39,222 $(8,252) $30,970 Customer relationships 10 years 151,839 (58,534) 93,305 Technology 12 years 16,517 (3,692) 12,825 Total 12 years $207,578 $(70,478) $137,100 As of December 31, 2013, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Amortization Period Gross Intangible Assets Accumulated Amortization Net Intangible Assets Tradenames and trademarks 20 years $39,222 $(6,291) $32,931 Customer relationships 10 years 152,109 (40,112) 111,997 Technology 12 years 16,517 (2,264) 14,253 Total 12 years $207,848 $(48,667) $159,181 Intangible asset amortization expense was $21.9 million, $21.8 million and $10.6 million for 2014, 2013 and 2012, respectively. Annual intangibleasset amortization expense for the next 5 fiscal years is estimated to be $21.3 million in 2015; $20.1 million in 2016; $16.9 million in 2017; $15.5 million in2018 and $14.6 million in 2019. k.Goodwill The changes in the carrying amounts of goodwill, all of which is included in the Company’s Diversified Products segment as of December 31, 2014,except for approximately $9.9 million allocated to the Company’s Retail segment, for the years ended December 31, 2014 and 2013 were as follows (inthousands): 63 Balance as of December 31, 2012 $146,444 Goodwill acquired 1,784 Walker acquisition adjustment 2,054 Effects of foreign currency (315) Balance as of December 31, 2013 $149,967 Goodwill disposed (500)Effects of foreign currency 136 Balance as of December 31, 2014 $149,603 Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company reviews goodwill for impairment, at thereporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. Inaccordance with ASC 350, Intangibles – Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a two-stepquantitative process. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to adetermination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events orcircumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performingthe two-step impairment test is unnecessary. For reporting units in which the Company performs a quantitative analysis, the first step compares the carrying value, including goodwill, of eachreporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If thecarrying value is greater than the fair value, this suggests that an impairment may exist and a second step is required in which the implied fair value ofgoodwill is calculated as the excess of the fair value of the reporting unit over the fair values assigned to its assets and liabilities. If this implied fair value isless than the carrying value, the difference is recognized as an impairment loss charged to the reporting unit. In assessing goodwill using this quantitativeapproach, the Company establishes fair value for the purpose of impairment testing by averaging the fair value using an income and market approach. Theincome approach employs a discounted cash flow model incorporating similar pricing concepts used to calculate fair value in an acquisition due diligenceprocess and a discount rate that takes into account the Company’s estimated average cost of capital. The market approach employs market multiples based oncomparable publicly traded companies in similar industries as the reporting unit. Estimates of fair value are established using current and forward multiplesadjusted for size and performance of the reporting unit relative to peer companies. 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 its carryingamount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. Theidentification of relevant events and circumstances and how these may impact a reporting unit's fair value or carrying amount involve significant judgmentsand assumptions. The judgments and assumptions include the identification of macroeconomic conditions, industry and market conditions, cost factors,overall financial performance and Company specific events and making the assessment on whether each relevant factor will impact the impairment testpositively or negatively and the magnitude of any such impact. For 2014, the Company completed its goodwill impairment testing during the fourth quarter using the quantitative approach. For 2013 and 2012,the Company completed its testing using the qualitative assessment. Based on the testing performed in each of these years, the Company believes it is morelikely than not that the fair value of its reporting units are greater than their carrying amount. As such, no impairment of goodwill was recognized in 2014,2013 or 2012. Furthermore, in 2014, the Company’s Retail reporting unit recognized a partial disposal of goodwill in the amount of $0.5 million resultingfrom the transitioning of three Retail branch locations to independent dealer facilities during the second quarter of 2014. l.Other Assets The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2014 and 2013, the Company had software costs, net of amortization, of $2.2 million and $0.2million, respectively. Amortization expense for 2014, 2013 and 2012 was $0.5 million, $0.7 million and $2.3 million, respectively. 64 m.Long-Lived Assets Long-lived assets, consisting primarily of intangible assets and property, plant and equipment, are reviewed for impairment whenever facts andcircumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to theestimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that thecarrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fairvalue is determined based upon discounted cash flows or appraisals as appropriate. n.Other Accrued Liabilities The following table presents the major components of Other Accrued Liabilities (in thousands): December 31, 2014 2013 Payroll and related taxes $30,362 $29,399 Customer deposits 21,680 30,730 Warranty 15,462 14,719 Accrued taxes 8,371 8,520 Self-insurance 7,543 9,419 All other 5,272 6,571 $88,690 $99,358 The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities (in thousands): 2014 2013 Balance as of January 1 $14,719 $14,886 Provision for warranties issued in current year 7,058 6,269 Recovery of pre-existing warranties (296) (779)Payments (6,019) (5,657)Balance as of December 31 $15,462 $14,719 The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverageperiod for DuraPlate® trailer panels beginning with those panels manufactured in 2005 or after is ten years. The Company passes through componentmanufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale. The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities (in thousands): Self-Insurance Accrual Balance as of January 1, 2013 $7,711 Expense 38,467 Payments (36,759)Balance as of December 31, 2013 $9,419 Expense 35,555 Payments (37,431)Balance as of December 31, 2014 $7,543 65 The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recordedto reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. o.Income Taxes The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures theexpected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assetsand liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets.Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realizethe value of these assets. The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required tomeet before being recognized in the financial statements. p.Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents andcustomer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other securityto support customer receivables. q.Research and Development Research and development expenses are charged to earnings as incurred and were $1.7 million, $2.2 million and $1.7 million in 2014, 2013 and2012, respectively. r.New Accounting Pronouncements In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Presentation ofan Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires anentity to present unrecognized tax benefits as a reduction to deferred tax assets when a net operating loss carryforward, similar tax loss or a tax creditcarryforward exists, with limited exceptions. ASU 2013-11 became effective for fiscal years beginning on or after December 15, 2013, and for interim periodswithin those fiscal years. The adoption did not have a material effect on the Company’s audited consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognitionrequirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized todepict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange forthose goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising fromcustomer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Theeffective date will be the first quarter of fiscal year 2017 using one of two retrospective application methods. The Company is currently assessing thepotential impact of the adoption of ASU 2014-09 on its financial statements and related disclosures and has not yet decided on a transition method. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern, which requires management toevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures. The guidance iseffective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have notbeen previously issued. The standard allows for either a full retrospective or modified retrospective transition method. The Company does not expect thisstandard to have a material impact on the Company’s financial statements upon adoption. 66 3.ACQUISITIONS Assets of Beall Corporation On February 4, 2013, the Company completed the acquisition of certain assets of the tank and trailer business of Beall Corporation, a Portland,Oregon-based manufacturer of aluminum tank trailers and related equipment (“Beall”). Beall Corporation began Chapter 11 reorganization proceedings inSeptember of 2012, followed by a bankruptcy-court approved auction of its assets in December. The Company was the winning bidder for certain assets ofBeall’s tank and trailer business, including equipment, inventory, certain product designs, intellectual property and other related assets. The aggregateconsideration paid by the Company for the acquired assets and the assumed liabilities was $13.9 million and was allocated to the opening balance sheet asfollows (in thousands): Current assets $1,035 Property, plant and equipment 2,714 Intangibles 8,860 Goodwill 1,784 Total assets $14,393 Current liabilities $(462)Total liabilities $(462) Acquisition $13,931 Intangible assets of $8.9 million were recorded as a result of the purchase of the Beall assets. The intangible assets consist of the following (inthousands): Amount Useful LifeTradenames and Trademarks $1,622 20 yearsTechnology 1,217 8 yearsCustomer relationships 6,021 8 years $8,860 Goodwill of $1.8 million was recorded as a result of the Beall asset purchase. Goodwill is comprised of operational synergies that are expected to berealized in both the short and long-term and the opportunity to complement our existing Diversified Products segment through product line expansion andgeographic growth. The Company expects the amount recorded as goodwill to be fully deductible for tax purposes. In connection with the purchase of certain assets of Beall, the Company entered into a separate ten year capital lease agreement for Beall’smanufacturing facility in Portland, Oregon, with payments totaling approximately $4.7 million for such ten year period. Walker Group Holdings LLC On May 8, 2012, the Company completed the acquisition (the “Walker Acquisition”) of all the equity interests of Walker Group Holdings LLC(“Walker”) from Walker Group Resources LLC, the parent of Walker (“Seller”), pursuant to the Purchase and Sale Agreement, dated March 26, 2012, by andamong the Company, Walker and Seller (the “Purchase and Sale Agreement”). The aggregate consideration paid by the Company for the Walker Acquisitionwas $377.0 million in cash. The amount of working capital acquired at the date of acquisition, previously in dispute between the Company and the Seller,was resolved during the second quarter of 2013 and the outcome required the Company to make an additional payment of $2.1 million, which was recordedto Goodwill. The Company financed the Walker Acquisition and related fees and expenses using the proceeds from the Company’s offering of 3.375%Convertible Senior Notes due 2018 and the Company’s borrowings under the Term Loan Credit Agreement (as described in further detail in Note 6). 67 Walker is a manufacturer of liquid-transportation systems and engineered products based in New Lisbon, Wisconsin. Walker manufacturingoperations are integrated into the Company’s Diversified Products segment while Walker retail operations are integrated into the Retail segment in a mannerthat is consistent with its focus to leverage operational and market synergies. Walker has manufacturing facilities for its liquid-transportation products in NewLisbon, Wisconsin; Fond du Lac, Wisconsin; Kansas City, Missouri; Kansas City, Kansas; and Queretaro, Mexico with parts and service centers in Houston,Texas; Baton Rouge, Louisiana; Findlay, Ohio; Chicago, Illinois; Mauston, Wisconsin; West Memphis, Arkansas; and Ashland, Kentucky. Manufacturingfacilities for Walker’s engineered products are located in New Lisbon, Wisconsin; Elroy, Wisconsin; and Huddersfield, United Kingdom with parts andservice centers in Tavares, Florida; Dallas, Texas; and Philadelphia, Pennsylvania. The aggregate purchase price of $377.0 million was allocated to the opening balance sheet of Walker at May 8, 2012, the date of acquisition, asfollows (in thousands): Cash $10,982 Current assets 93,409 Property, plant and equipment 32,541 Intangibles 162,800 Deferred income taxes 4,640 Goodwill 148,498 Total assets $452,870 Current liabilities $(74,722)Deferred income taxes (1,100)Total liabilities $(75,822) $377,048 Acquisition, net of cash acquired $366,066 Intangible assets of $162.8 million were recorded as a result of the acquisition. The intangible assets consist of the following (in thousands): Amount Useful LifeBacklog $900 Less than 1 yearTradenames and Trademarks 27,600 20 yearsTechnology 15,300 12 yearsCustomer relationships 119,000 10 years $162,800 Goodwill of $148.5 million was recorded as a result of the Walker Acquisition in the Diversified Products and Retail segments. Goodwill iscomprised of operational synergies that are expected to be realized in both the short and long-term and the opportunity to enter new market sectors withhigher margin potential, which will enable us to deliver greater value to our customers and shareholders. The Company expects the amount recorded asgoodwill for the Walker Acquisition to be fully deductible for tax purposes. The results of Walker are included in the Consolidated Statements of Operations from the date of acquisition. Net sales and income before incometaxes attributable to Walker for the year ended December 31, 2012 was $270.1 million and $34.4 million, respectively. 68 The following unaudited pro forma information is shown below as if the acquisition of Walker had been completed as of the beginning of theearliest period presented (in thousands, except per share amounts): Twelve Months Ended December 31, 2012 Sales $1,597,920 Operating income $98,019 Net income $123,030 Basic net income per share $1.79 Diluted net income per share $1.78 The information presented above is for informational purposes only and is not necessarily indicative of the actual results that would have occurredhad the acquisition been consummated at January 1, 2012, nor is it necessarily indicative of future operating results of the combined companies under theownership and management of the Company. The Company incurred various costs related to both the Walker Acquisition and the purchase of certain assets of Beall including fees paid to aninvestment banker for acquisition services and the related bridge financing commitment, as well as professional fees for diligence, legal and accountingservices. These costs totaled $0.9 million and $14.4 million in 2013 and 2012, respectively, and have been recorded as Acquisition Expenses in theConsolidated Statements of Operations. 4.PER SHARE OF COMMON STOCK Per share results have been calculated based on the average number of common shares outstanding. The calculation of basic and diluted net incomeper share is determined using net income applicable to common stockholders as the numerator and the number of shares included in the denominator asfollows (in thousands, except per share amounts): Years Ended December 31, 2014 2013 2012 Basic net income per share Net income applicable to common stockholders $60,930 $46,529 $105,631 Undistributed earnings allocated to participating securities (481) (457) (904)Net income applicable to common stockholders excluding amounts applicable toparticipating securities $60,449 $46,072 $104,727 Weighted average common shares outstanding 68,895 68,460 68,325 Basic net income per share $0.88 $0.67 $1.53 Diluted net income per share: Net income applicable to common stockholders $60,930 $46,529 $105,631 Undistributed earnings allocated to participating securities (481) (457) (904)Net income applicable to common stockholders excluding amounts applicable toparticipating securities $60,449 $46,072 $104,727 Weighted average common shares outstanding 68,895 68,460 68,325 Dilutive shares from assumed conversion of convertible senior notes 1,354 63 - Dilutive stock options and restricted stock 814 558 239 Diluted weighted average common shares outstanding 71,063 69,081 68,564 Diluted net income per share $0.85 $0.67 $1.53 Average diluted shares outstanding for the periods ended December 31, 2014, 2013 and 2012 exclude options to purchase common shares totaling581, 1,121 and 1,676, respectively, because the exercise prices were greater than the average market price of the common shares. In addition, for 2012 thecalculation of diluted net income per share excludes the impact of the Company’s Notes as the average stock price of the Company’s common stock for thatperiod was below the initial conversion price of approximately $11.70 per share. 69 5.LEASE ARRANGEMENTS The Company leases office space, manufacturing, warehouse and service facilities and equipment for varying periods under both operating andcapital lease agreements. Future minimum lease payments required under these lease commitments as of December 31, 2014 are as follows (in thousands): Capital Leases Operating Leases 2015 1,728 2,422 2016 1,416 1,948 2017 1,071 1,312 2018 926 834 2019 834 523 Thereafter 2,172 115 Total minimum lease payments $8,147 $7,154 Interest (893) Present value of net minimum lease payments $7,254 Total rental expense was $5.8 million, $4.6 million and $3.6 million for 2014, 2013 and 2012, respectively. As of December 31, 2014 the totalminimum rentals to be received in future periods under these lease commitments was less than $0.1 million. 6.DEBT Long-term debt consists of the following (in thousands): December 31, 2014 2013 Convertible senior notes $150,000 $150,000 Term loan credit agreement 192,845 234,923 Industrial revenue bond 1,645 2,119 $344,490 $387,042 Less: unamortized discount (19,217) (24,907)Less: current portion (496) (3,245) $324,777 $358,890 Maturities of long-term debt for the five years succeeding December 31, 2014 and thereafter are as follows (in thousands): 2015 496 2016 517 2017 539 2018 150,093 2019 192,845 Maturities of long-term debt $344,490 Convertible Senior Notes In April 2012, the Company issued Convertible Senior Notes due 2018 (the “Notes”) with an aggregate principal amount of $150 million in a publicoffering. The Notes bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 and November 1. The Notes aresenior unsecured obligations of the Company ranking equally with its existing and future senior unsecured debt. 70 The Notes are convertible by their holders into cash, shares of the Company’s common stock or any combination thereof at the Company’s election,at an initial conversion rate of 85.4372 shares of the Company’s common stock per $1,000 in principal amount of Notes, which is equal to an initialconversion price of approximately $11.70 per share, only under the following circumstances: (A) before November 1, 2017 (1) during any calendar quartercommencing after the calendar quarter ending on June 30, 2012 (and only during such calendar quarter), if the last reported sale price of the common stockfor at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediatelypreceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day periodafter any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture for the Notes) per $1,000principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’scommon stock and the conversion rate on each such trading day; and (3) upon the occurrence of specified corporate events as described in the indenture forthe Notes; and (B) at any time on or after November 1, 2017 until the close of business on the second business day immediately preceding the maturity date.As of December 31, 2014, the Notes were not convertible based on the above criteria. If the Notes were converted as of December 31, 2014, the if-convertedvalue would exceed the principal amount by approximately $8 million. It is the Company’s 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. The Company used the net proceeds 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 for convertibledebt instruments that may be settled in cash upon conversion. The guidance required the carrying amount of the liability component to be estimated bymeasuring the fair value of a similar liability that does not have an associated conversion feature. The Company determined that senior, unsecured corporatebonds traded on the market represent a similar liability to the Notes without the conversion option. Based on market data available for publicly traded,senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of theNotes to be 7.0%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liabilitycomponent, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated impliedinterest 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 presentvalue of implied future payments based on the $150.0 million aggregate principal amount. The $21.7 million difference between the cash proceeds beforeoffering expenses of $145.5 million and the estimated fair value of the liability component was recorded in additional paid-in capital. The discount on theliability portion of the Notes is being amortized over the life of the Notes using the effective interest rate method. The Company applies the treasury stock method in calculating the dilutive impact of the Notes. For the year ended December 31, 2014, the Noteshad a dilutive impact. The following table summarizes information about the equity and liability components of the Notes (dollars in thousands). The fair value of thenotes outstanding were measured based on quoted market prices. December 31, 2014 2013 Principal amount of convertible notes outstanding $150,000 $150,000 Unamortized discount of liability component (15,399) (19,372)Net carrying amount of liability component 134,601 130,628 Less: current portion - - Long-term debt $134,601 $130,628 Carrying value of equity component, net of issuance costs $20,993 $20,993 Remaining amortization period of discount on the liability component 3.3 years 4.3 years 71 Contractual coupon interest expense and accretion of discount on the liability component for the Note for the years ended December 31, 2014 and2013 were as follow (in thousands): Years Ended December 31, 2014 2013 2012 Contractual coupon interest expense $5,063 $5,063 $3,488 Accretion of discount on the liability component $3,973 $3,710 $2,411 Revolving Credit Agreement In May 2012 the Company entered into an amendment and restatement of its then-existing senior secured revolving credit facility among theCompany, certain of its subsidiaries (together with the Company, the “Borrowers”), Wells Fargo Capital Finance, LLC, as joint lead arranger, jointbookrunner and administrative agent (the “Revolver Agent”), RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, jointbookrunner and syndication agent, and the other lenders named therein, as amended (the “Amended and Restated Revolving Credit Agreement”). Also inMay 2012, certain of the Company’s subsidiaries (the “Revolver Guarantors”) entered into a general continuing guarantee of the Borrowers’ obligationsunder the Amended and 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 priority securityinterests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the RevolverGuarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extentevidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattelpaper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priorityliens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement customary permitted liens and certain other permittedliens) (A) equity interests of each direct subsidiary held by the Borrower and each Revolving Guarantor (subject to customary limitations in the case of theequity of foreign 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 real property (in eachcase, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). The respective priorities of the securityinterests securing the Amended and Restated Revolving Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreementbetween the Revolver Agent and the Term Agent (as defined below) (the “Intercreditor Agreement”). The Amended and Restated Revolving CreditAgreement 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 million revolving creditfacility. The Company has 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 Credit Agreement, to providesuch increased amounts and (ii) the available amount of increases to the facility being reduced by the amount of any incremental loans advanced under theTerm Loan Credit Agreement in excess of $25 million. Availability under the Amended and Restated Revolving Credit Agreement will be based uponmonthly (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 in effect from time to time. Subject to availability, the Amended and Restated Revolving Credit Agreement providesfor 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 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 each case depending upon the monthlyaverage excess availability 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 certain of itsaffiliates 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 investments and dispose of assets. In addition, the Company is required to maintain a minimum fixed chargecoverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Amended and Restated RevolvingCredit Agreement is less than 12.5% of the total revolving commitment. 72 If availability under the Amended and Restated Revolving Credit Agreement is less than 15% of the total revolving commitment or if there exists anevent of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferreddaily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility. Subject to the terms of the Intercreditor Agreement, if the covenants under the Amended and Restated Revolving Credit Agreement are breached, thelenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customaryevents of default in the Amended and Restated Revolving 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 dischargedwithin 30 days. As of December 31, 2014 and 2013, the Company had no outstanding borrowings under the Amended and Restated Revolving Credit Agreementand was in compliance with all covenants. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the revolvingcredit facility, amounted to $289.9 million as of December 31, 2014. Term Loan Credit Agreement In May 2012 the Company entered into a credit agreement among the Company, the several lenders from time to time party thereto, Morgan StanleySenior Funding, Inc., as administrative agent, joint lead arranger and joint bookrunner (the “Term Agent”), and Wells Fargo Securities, LLC, as joint leadarranger and joint bookrunner, as amended (the “Term Loan Credit Agreement”), which provided for a senior secured term loan facility of $300 million to beadvanced at closing 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 such increased amountsand (ii) the available amount 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 in May 2012, certain of the Company’s subsidiaries (the “Term Guarantors”) entered into ageneral continuing guarantee of the Company’s obligations under the Term Loan Credit Agreement in favor of the Term Agent (the “Term Guarantee”). In April 2013, the Company entered into Amendment No.1 to Credit Agreement (the “Amendment”), which became effective on May 9, 2013 andamended the Term Loan Credit Agreement. As of the Amendment date, there was approximately $297.0 million of term loans outstanding under the TermLoan Credit Agreement (the “Initial Loans”), of which the Company prepaid $20.0 million in connection with the Amendment. Under the Amendment, thelenders agreed to provide to the Company term loans in an aggregate principal amount of $277.0 million, which were exchanged for and used to refinancethe Initial Loans (the “Tranche B-1 Loans”). The Tranche B-1 Loans mature on May 8, 2019, but provide for an accelerated maturity in the event theCompany’s outstanding 3.375% Convertible Senior Notes due 2018 are not converted, redeemed, repurchased or refinanced in full on or before the date thatis 91 days prior to the maturity date thereof. The Tranche B-1 Loans shall amortize in equal quarterly installments in aggregate amounts equal to 0.25% ofthe Tranche B-1 Loan amount, with the balance payable at maturity, and will bear interest at a rate, at the Company’s election, equal to (i) LIBOR (subject toa floor of 1.00%) plus a margin of 3.50% or (ii) a base rate plus a margin of 2.50%. As of December 31, 2014, the interest rate under the Term Loan CreditAgreement was 4.5%. The Term Loan Credit Agreement is guaranteed by the Term Guarantors and is secured by (i) first-priority liens on and security interests in the TermPriority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. In addition, the Amendment amended the Term Loan CreditAgreement, by among other things, removing the covenant that the Company be required to maintain a minimum interest coverage ratio. The Term LoanCredit Agreement requires the Company to maintain a maximum senior secured leverage ratio tested as of the last day of each fiscal quarter for the fourconsecutive 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 through September 30, 2015, and(C) 3.5 to 1.0 thereafter. 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 cash flows, as defined in theTerm Loan Credit Agreement, as amended, to be calculated annually with the delivery of financial statements. 73 The Term Loan Credit Agreement contains customary covenants limiting the Company’s 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, make investments anddispose of assets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement are breached, the lenders may, subject tovarious customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in theTerm Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain otherindebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days. As of December 31, 2014, the Company’s senior secured leverage ratio was 0.3:1.0, and was in compliance with all covenants under the Amendment. For the years ended December 31, 2014, 2013 and 2012, under the Term Loan Credit Agreement the Company paid interest of $10.0 million, $14.9million, and $10.9 million, respectively, and principal of $42.1 million and $62.8 million during 2014 and 2013, respectively. As of December 31, 2014, theCompany had $192.8 million outstanding under the Term Loan Credit Agreement, all of which was classified as long-term debt on the Company’sConsolidated Balance Sheet as a result of the Company’s election to apply a voluntary principal payment in September 2014 in a manner that fulfilled theCompany’s obligation to pay the future mandatory quarterly amortization installments required by the Term Loan Credit Agreement. In connection with theclosing of the Term Loan Credit Agreement in May 2012 and the Amendment in April 2013, the Company paid a total of $8.5 million in original issuancediscount fees which are being amortized over the life of the facility using the effective interest rate method. For the years ended December 31, 2014, 2013 and 2012, the Company charged $0.9 million, $0.9 million and $0.6 million, respectively, ofamortization for original issuance discount fees as Interest Expense in the Consolidated Statements of Operations. In addition, for the years ended December31, 2014 and 2013, the Company charged $0.9 million and $1.4 million, respectively, of accelerated amortization in connection with its voluntary principalpayments as Other, net in the Consolidated Statements of Operations Other Debt Facilities In November 2012, the Company entered into a loan agreement with GE Government Finance, Inc. as lender and the County of Trigg, Kentucky asissuer for a $2.5 million Industrial Revenue Bond. The funds received were used to purchase the equipment needed for the expansion of the Company’sCadiz, Kentucky facility. The loan bears interest at a rate of 4.25% and matures in March 2018. As of December 31, 2014, the Company had $1.6 millionoutstanding of which $0.5 million was classified as current on our Consolidated Balance Sheet. 7.FAIR VALUE MEASUREMENTS The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon thetransparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect marketdata obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create thefollowing 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 observable for the assetor 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. 74 Recurring Fair Value Measurements The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amountowed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which toinvest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact ofthe change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar tothose chosen by the participant. The investments purchased by the Company (asset) as of December 31, 2014, 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, $7.4 million of which are classified as Level 2, as compared to $0.5million and $5.1 million for mutual funds and life insurance contracts at December 31, 2013, respectively. Nonrecurring Fair Value Measurements Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certaincircumstances, 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 value may not berecoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capabilityof an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings,corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of returnthat incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generallybe classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its consolidated financialstatements. The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangible assets andproperty plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumedby a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the eventthat the Company were required to measure and record such assets at fair value within its 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 for the fairvalues of assets acquired and liabilities assumed in connection with the acquisitions of Walker and certain assets of Beall. The carrying amounts of accounts receivable and accounts payable reported in the Consolidated Balance Sheets approximate fair value. Estimated Fair Value of Debt The estimated fair value of long-term debt at December 31, 2014 consists primarily of the Company’s Notes and borrowings under its Term LoanCredit Agreement, as amended (see Note 6). The fair value of the Notes, the Term Loan Credit Agreement, as amended, 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 an exchange, andare classified as Level 2. The interest rates on the Company’s borrowings under the revolving credit facility are adjusted regularly to reflect current marketrates and thus carrying value approximates fair value for these borrowings. All other debt and capital lease obligations approximate their fair value asdetermined by discounted cash flows and are classified as Level 3. 75 The Company’s carrying and estimated fair value of debt, at December 31, 2014 and 2013 were as follows: December 31, 2014 December 31, 2013 Carrying Fair Value Carrying Fair Value Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Instrument Convertible senior notes $134,601 $- $188,490 $- $130,628 $- $197,718 $- Term loan credit agreement 189,027 - 192,845 - 229,388 - 236,684 - Industrial revenue bond 1,645 - - 1,645 2,119 - - 2,119 Capital lease obligations 7,254 - - 7,254 8,460 - - 8,460 $332,527 $- $381,335 $8,899 $370,595 $- $434,402 $10,579 8.STOCKHOLDERS’ EQUITY a.Common and Preferred Stock On December 18, 2014, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $60million of its common stock over a two year period ending on December 31, 2016. Stock repurchases under this program may be made in open market or inprivate transactions at times and in amounts that management deems appropriate. As of December 31, 2014, no stock repurchases have been made under theprogram. The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares,respectively, with par value of $0.01 per share as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences andother rights and restrictions. The Company has a series of 300,000 shares of preferred stock designated as Series D Junior Participating Preferred Stock, par value $0.01 per share.As of December 31, 2014 and 2013, the Company had no Series D Junior Participating shares issued or outstanding. b.Stockholders’ Rights Plan The Company has a Stockholders’ Rights Plan (the “Rights Plan”) that is designed to deter coercive or unfair takeover tactics in the event of anunsolicited takeover attempt. It is not intended to prevent a takeover on terms that are favorable and fair to all stockholders and will not interfere with amerger approved by our board of directors. Each right entitles stockholders to buy one one-thousandth of a share of Series D Junior Participating PreferredStock at an exercise price of $120. The rights will be exercisable only if a person or a group acquires or announces a tender or exchange offer to acquire 20%or more of our common stock or if we enter into other business combination transactions not approved by our board of directors. In the event the rightsbecome exercisable, the Rights Plan allows for our stockholders to acquire our stock or the stock of the surviving corporation, whether or not we are thesurviving 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 orare redeemable for $0.01 per right by the Board under certain circumstances. 9.STOCK-BASED COMPENSATION In May 2011, the Company adopted and shareholders approved the 2011 Omnibus Incentive Plan (the “Omnibus Plan”). This plan provides for theissuance of stock options, restricted stock, stock appreciation rights and performance units to directors, officers and other eligible employees of the Company.The Omnibus Plan makes available approximately 7.5 million shares for issuance, subject to adjustments for stock dividends, recapitalizations and the like. The Company recognizes all share-based awards to eligible employees based upon their fair value. The Company’s policy is to recognize expensefor awards that have service conditions only subject to graded vesting using the straight-line attribution method. Total stock-based compensation expensewas $7.8 million, $7.5 million and $5.1 million in 2014, 2013 and 2012, respectively. The amount of compensation costs related to nonvested stock optionsand restricted stock not yet recognized was $8.4 million at December 31, 2014, for which the weighted average remaining life was 1.7 years. 76 Stock Options Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisablethree years after the date of grant and expire ten years after the date of grant. The fair value of stock option awards is estimated on the date of grant using abinomial option-pricing model that uses the assumptions noted in the following table: Valuation Assumptions 2014 2013 2012 Risk-free interest rate 2.73% 2.02% 1.99%Expected volatility 72.0% 75.3% 78.8%Expected dividend yield 0.00% 0.00% 0.00%Expected term 5 yrs. 5 yrs. 5 yrs. The expected volatility is based upon the Company’s historical experience. The expected term represents the period of time that options granted areexpected to be outstanding. The risk-free interest rate utilized for periods throughout the contractual life of the options are based on U.S. Treasury securityyields at the time of grant. A summary of all stock option activity during 2014 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value ($ in millions) Options Outstanding at December 31, 2013 1,999,688 $11.57 6.0 $4.4 Granted 200,720 $13.32 Exercised (195,383) $9.83 $0.7 Forfeited (20,549) $10.46 Expired (75,020) $22.70 Options Outstanding at December 31, 2014 1,909,456 $11.79 5.5 $3.3 Options Exercisable at December 31, 2014 1,360,693 $12.01 4.4 $2.5 During 2014, 2013 and 2012, the Company granted 200,720, 361,220, and 487,950 stock options with aggregate fair values on the date of grant of$1.7 million, $2.2 million and $3.4 million, respectively. The weighted average estimated fair value of the stock options granted in 2014, 2013 and 2012were $8.34, $6.13 and $6.94 per stock option, respectively. The total intrinsic value of stock options exercised during 2014, 2013 and 2012 was $0.7 million,$0.3 million and $0.3 million, respectively. Restricted Stock Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics.These shares are valued at the market price on the date of grant, are forfeitable in the event of terminated employment prior to vesting and could include theright to vote and receive dividends. 77 A summary of all restricted stock activity during 2014 is as follows: Number of Shares Weighted Average Grant Date Fair Value Restricted Stock Outstanding at December 31, 2013 1,146,931 $10.06 Granted 572,052 $13.84 Vested (392,470) $10.19 Forfeited (37,744) $10.07 Restricted Stock Outstanding at December 31, 2014 1,288,769 $11.70 During 2014, 2013 and 2012, the Company granted 572,052, 521,181 and 404,250 shares of restricted stock, respectively, with aggregate fair valueson the date of grant of $7.9 million, $5.0 million and $4.0 million, respectively. The total fair value of restricted stock that vested during 2014, 2013 and2012 was $5.2 million, $0.6 million and $1.9 million, respectively. Cash-Settled Performance Units and Stock Appreciation Rights In March 2010, the Company awarded eligible employees 326,250 cash-settled stock appreciation rights and 434,661 cash-settled performanceunits. The stock appreciation rights vested in March 2013 and provided each participant with the right to receive payment in cash representing theappreciation in the market value of the Company’s common stock from the grant date to the award’s vesting date. The per share exercise price of a stockappreciation right is equal to the closing market price of the Company’s stock on the date of grant. As of December 31, 2013, all stock appreciation rightsawarded by the Company were fully vested. The total fair value of cash-settled stock appreciation rights that vested in 2013 was $0.8 million. Theperformance units vested in March 2013 and provided each participant with the right to receive payments in cash for the lesser of the market value of theCompany’s stock on the date of grant or the vesting date. As of December 31, 2013, all cash-settled performance units awarded by the Company were fullyvested. The total fair value of cash-settled performance units that vested in 2013 was $3.0 million. The number of performance units actually awarded toeligible employees was based on the achievement of specific financial performance metrics. 10.EMPLOYEE SAVINGS PLANS Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal RevenueCode. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for theCompany to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expensefor these plans was approximately $5.3 million, $4.4 million, and $3.1 million for 2014, 2013, and 2012, respectively. 11.INCOME TAXES a.Income Before Income Taxes The consolidated income before income taxes for 2014, 2013 and 2012 consists of the following (in thousands): 2014 2013 2012 Domestic $98,246 $77,465 $48,533 Foreign 216 158 130 Total income before income taxes $98,462 $77,623 $48,663 78 b.Income Tax Expense The consolidated income tax expense for 2014, 2013 and 2012 consists of the following components (in thousands): 2014 2013 2012 Current Federal $19,036 $197 $- State 1,805 717 174 Foreign 118 130 141 $20,959 $1,044 $315 Deferred Federal $12,913 $26,753 $(46,378)State 3,778 3,412 (10,871)Foreign (118) (115) (34) $16,573 $30,050 $(57,283)Total consolidated expense (benefit) $37,532 $31,094 $(56,968) The Company’s following table provides a reconciliation of differences from the U.S. Federal statutory rate of 35% as follows (in thousands): 2014 2013 2012 Pretax book income $98,462 $77,623 $48,663 Federal tax expense at 35% statutory rate 34,462 27,168 17,032 State and local income taxes 4,808 3,870 2,619 Foreign tax rate differential (206) (41) (14)Benefit of domestic production deduction (2,010) - - Reversal of income tax valuation allowance against net deferred tax assets - - (59,887)Utilization of valuation allowance for net operating losses and credit carrryforwards - U.S. andstates (132) - (19,528)Other 610 97 2,810 Total income tax expense (benefit) $37,532 $31,094 $(56,968) c.Deferred Taxes The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for the depreciation ofproperty, plant and equipment, amortization of intangibles, compensation adjustments, inventory adjustments, other accrued liabilities and tax credits andlosses carried forward. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all ofthe deferred tax assets will not be realized. During 2012, the Company utilized previously recognized net valuation allowances primarily due toaccumulation of pretax income. Companies are required to assess whether valuation allowances should be established against their deferred tax assets basedon the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significantweight is given to evidence that can be objectively verified. The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive andnegative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, (3) estimates of future taxable income, (4) thelength of operating loss carryforward periods and (5) the uncertainty associated with a possible change in ownership, which imposes an annual limitation onthe use of these carryforwards. 79 By the end of 2012, management concluded that profitability in recent years and a business outlook showing continued profitability combined witha lengthy operating loss carryforward period, provided assurance that the future tax benefits more likely than not will be realized. Accordingly, during thefourth quarter of 2012, the Company released $59.9 million of valuation allowance against its net deferred tax assets, resulting in a benefit in the provisionfor income taxes. As of December 31, 2014 and 2013, the Company retained a valuation allowance of $1.3 and $1.4 million, respectively, against deferredtax assets related to various state and local operating loss carryforwards that are subject to restrictive rules for future utilization. As of December 31, 2014, the Company has no U.S. federal tax net operating loss carryforwards (“NOLs”). The Company has various multistateincome tax net operating loss carryforwards, which have been recorded as a deferred income tax asset, of approximately $4 million, before valuationallowances. These net operating loss carryforwards will expire beginning in 2016, if unused. The components of deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013 were as follows (in thousands): 2014 2013 Deferred tax assets Tax credits and loss carryforwards $2,550 $7,452 Accrued liabilities 6,882 6,964 Incentive compensation 17,171 16,621 Other 5,551 4,736 $32,154 $35,773 Deferred tax liabilities Property, plant and equipment (2,858) (295)Intangibles (5,565) (4,993)Prepaid assets (638) (690)Convertible note discount (5,117) (6,585)Other (2,025) (29) $(16,203) $(12,592) Net deferred tax asset before valuation allowances and reserves $15,951 $23,181 Valuation allowances (1,307) (1,438)Net deferred tax asset $14,644 $21,743 d.Tax Reserves The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is to classify suchinterest and penalties in income tax expense in the Statements of Operations. As of December 31, 2014 and 2013, the total amount of unrecognized incometax benefits was approximately $11.0 million for each period, respectively, all of which, if recognized, would impact the effective income tax rate of theCompany. As of December 31, 2014 and 2013, the Company had recorded a total of $0.3 and $0.4 million for each period respectively of accrued interest andpenalties related to uncertain tax positions. The Company foresees no significant changes to the facts and circumstances underlying its reserves andallowances for uncertain income tax positions as reasonably possible during the next 12 months. As of December 31, 2014, the Company is subject tounexpired statutes of limitation for U.S. federal income taxes for the years 2002 through 2014. The Company is also subject to unexpired statutes oflimitation for Indiana state income taxes for the years 2002 through 2014. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands) and all balances as of December 31,2014 are included in either Other Noncurrent Liabilities or Current Deferred Income Taxes in the Company’s Consolidated Balance Sheet: 80 Balance at January 1, 2013 $10,980 Decrease in prior year tax positions (9) Balance at December 31, 2013 $10,971 Decrease in prior year tax positions (323) Balance at December 31, 2014 $10,648 12.COMMITMENTS AND CONTINGENCIES a.Litigation The Company is involved in a number of legal proceedings concerning matters arising in connection with the conduct of its business activities, andis periodically subject to governmental examinations (including by regulatory and tax authorities), and information gathering requests (collectively,"governmental examinations"). As of December 31, 2014, the Company was named as a defendant or was otherwise involved in numerous legal proceedingsand governmental examinations in various jurisdictions, both in the United States and internationally. The Company has recorded liabilities for certain of its outstanding legal proceedings and governmental examinations. A liability is accrued when itis both (a) probable that a loss with respect to the legal proceeding has occurred and (b) the amount of loss can be reasonably estimated. The Companyevaluates, on a quarterly basis, developments in legal proceedings and governmental examinations that could cause an increase or decrease in the amount ofthe liability that has been previously accrued. These legal proceedings, as well as governmental examinations, involve various lines of business of theCompany and a variety of claims (including, but not limited to, common law tort, contract, antitrust and consumer protection claims), some of which presentnovel factual allegations and/or unique legal theories. While some matters pending against the Company specify the damages claimed by the plaintiff, manyseek a not-yet-quantified amount of damages or are at very early stages of the legal process. Even when the amount of damages claimed against the Companyare 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 beyondpreviously accrued liabilities relating to some matters including those described below. Such previously accrued liabilities may not represent the Company'smaximum loss exposure. The legal proceedings and governmental examinations underlying the estimated range will change from time to time and actualresults 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 ofits properties the subject of, any pending legal proceeding or governmental examination other than the matters below, which are addressed individually, thatwould have a material adverse effect on the Company's consolidated financial condition or liquidity if determined in a manner adverse to the Company.However, in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to the Company's operatingresults for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of the Company's income for thatperiod. Costs associated with the litigation and settlements of legal matters are reported within General and Administrative Expenses in the ConsolidatedStatements of Operations. Brazil Joint Venture In March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in the Fourth Civil Court ofCuritiba in the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies andCreditors 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 and other areasof South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture was dissolved. BK subsequently filed itslawsuit against the Company alleging that it was forced to terminate business with other companies because of the exclusivity and non-compete clausespurportedly found in the joint venture agreement. BK asserted damages, exclusive of any potentially court-imposed interest or inflation adjustments, ofapproximately R$20.8 million (Brazilian Reais). BK did not change the amount of damages it asserted following its filing of the case in 2001. 81 A bench (non-jury) trial was held on March 30, 2010 in Curitiba, Paraná, Brazil. On November 22, 2011, the Fourth Civil Court of Curitiba partiallygranted BK’s claims, and ordered Wabash to pay BK lost profits, compensatory, economic and moral damages in excess of the amount of compensatorydamages asserted by BK. The total ordered damages amount is approximately R$26.7 million (Brazilian Reais), which is approximately $10.0 million U.S.dollars using current exchange rates and exclusive of any potentially court-imposed interest, fees or inflation adjustments (which are currently estimated at amaximum of approximately $58 million, at current exchange rates, but may change with the passage of time and/or the discretion of the court at the time offinal judgment in this matter). Due, in part, to the amount and type of damages awarded by the Fourth Civil Court of Curitiba, Wabash immediately filed forclarification of the judgment. The Fourth Civil Court has issued its clarification of judgment, leaving the underlying decision unchanged and referring theparties to the State of Paraná Court of Appeals for any further appeal of the decision. As such, Wabash filed its notice of appeal with the Court of Appeals, aswell as its initial appeal papers, on April 22, 2013. The Court of Appeals has the authority to re-hear all facts presented to the lower court, as well as toreconsider the legal questions presented in the case, and to render a new judgment in the case without regard to the lower court’s findings. Pending outcomeof this appeal process, the judgment is not enforceable by the plaintiff. Any ruling from the Court of Appeals is not expected before the second half of 2015,and, accordingly, the judgment rendered by the lower court cannot be enforced prior to that time, and may be overturned or reduced as a result of this process.The Company believes that the claims asserted by BK are without merit and it intends to continue to vigorously defend its position. The Company has notrecorded a charge with respect to this loss contingency as of December 31, 2014. Furthermore, at this time, the Company does not have sufficient informationto predict the ultimate outcome of the case and is unable to reasonably estimate the amount of any possible loss or range of loss that it may be required to payat the conclusion of the case. The Company will reassess the need for the recognition of a loss contingency upon official assignment of the case in the Courtof Appeals, upon a decision to settle this case with the plaintiffs or an internal decision as to an amount that the Company would be willing to settle or uponthe outcome of the appeals process. Intellectual Property In October 2006, the Company filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding the Company’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 amendedthe 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 filed a reply to Vanguard’s counterclaims in May 2007, denying anywrongdoing or merit to the allegations as set forth in the counterclaims. The case has currently been stayed by agreement of the parties while the U.S. Patentand Trademark Office (“Patent Office”) undertakes a reexamination of U.S. Patent Nos. 6,986,546. In June 2010, the Patent Office notified the Company thatthe 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 notyet petitioned the Court to lift the stay, 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. The Companyintends to vigorously defend its position and intellectual property. The Company believes that the resolution of this lawsuit will not have a material adverseeffect 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 ultimateoutcome of the case. Walker Acquisition In connection with the Company’s acquisition of Walker in May 2012, there is an outstanding claim of approximately $2.9 million for unpaidbenefits owed by the Seller that is currently in dispute and that is not expected to have a material adverse effect on the Company’s financial condition orresults of operations. 82 Environmental Disputes In August 2014, the Company was noticed as a potentially responsible party (“PRP”) by the South Carolina Department of Health andEnvironmental Control (“DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive EnvironmentalResponse, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifestrecords as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that theCompany was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National (or any of its former orcurrent subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” Assuch, the Philip Services Site PRP Group (“PRP Group”) notified Wabash in August 2014 that is was offering the Company the opportunity to resolve anyliabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with thePRP Group, as well as a Consent Decree with the DHEC. The Company has accepted an offer from the PRP Group to enter into the Settlement Agreement andConsent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requestedsettlement payment is immaterial to the Company’s financial conditions or operations, and as a result, if the Settlement Agreement and Consent Decree arefinalized, the agreement to become a party to them is not expected to have a material adverse effect on the Company’s financial condition or results ofoperations. Bulk Tank International, S. de R.L. de C.V. (“Bulk”), one of the companies acquired in the Walker Acquisition, entered into agreements in 2011with the Mexican federal environmental agency, PROFEPA, and the applicable state environmental agency, PROPAEG, pursuant to PROFEPA’s andPROPAEG’s respective environmental audit programs to resolve noncompliance with federal and state environmental laws at Bulk’s Guanajuato facility.Bulk completed all required corrective actions and received a Certification of Clean Industry from PROPAEG, and is seeking the same certification fromPROFEPA, which the Company expects it will receive following the conclusion of a final audit process that occurred in December 2014. As a result, theCompany does not expect that this matter will have a material adverse effect on its financial condition or results of operations. In January 2012, the Company was noticed as a PRP by the U.S. Environmental Protection Agency (“EPA”) and the Louisiana Department ofEnvironmental Quality (“LDEQ”) pertaining to the Marine Shale Processors Site located in Amelia, Louisiana (“MSP Site”) pursuant to CERCLA andcorresponding Louisiana statutes. PRPs include current and former owners and operators of facilities at which hazardous substances were allegedly disposed.The EPA’s allegation that the Company is a PRP arises out of one alleged shipment of waste to the MSP Site in 1992 from the Company’s branch facility inDallas, Texas. As such, the MSP Site PRP Group notified the Company in January 2012 that, as a result of a March 18, 2009 Cooperative Agreement for SiteInvestigation and Remediation entered into between the MSP Site PRP Group and the LDEQ, the Company was being offered a “De Minimis Cash-OutSettlement” to contribute to the remediation costs, which would remain open until February 29, 2012. The Company chose not to enter into the settlementand 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 MSPSite, based upon the following facts: the Company acquired this branch facility in 1997 – five years after the alleged shipment - as part of the assets theCompany 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 the Company’s purchase of assets from Fruehauf, the Company did not assumeliability for “Off-Site Environmental Liabilities,” which are defined to include any environmental claims arising out of the treatment, storage, disposal orother disposition of any Hazardous Substance at any location other than any of the acquired locations/assets; the Bankruptcy Court, in an Order dated May26, 1999, also provided that, except for those certain specified liabilities assumed by the Company under the terms of the Asset Purchase Agreement, theCompany and its subsidiaries shall not be subject to claims asserting successor liability; and 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 MSP Site. The MSP SitePRP Group is currently considering the Company’s request, but has provided no timeline to the Company for a response. However, the MSP Site PRP Grouphas agreed to indefinitely extend the time period by which the Company must respond to the De Minimis Cash-Out Settlement offer. The Company does notexpect that this proceeding will have a material adverse effect on its financial condition or results of operations. 83 In September 2003, the Company was noticed as a PRP by the EPA pertaining to the Motorola 52nd Street, Phoenix, Arizona Superfund Site (the“Superfund Site”) pursuant to CERCLA. The EPA’s allegation that the Company was a PRP arises out of the Company’s acquisition of a former branchfacility located approximately five miles from the original Superfund Site. The Company acquired this facility in 1997, operated the facility until 2000, andsold the facility to a third party in 2002. In June 2010, the Company was contacted by the Roosevelt Irrigation District (“RID”) informing it that the ArizonaDepartment of Environmental Quality (“ADEQ”) had approved a remediation plan in excess of $100 million for the RID portion of the Superfund Site, anddemanded that the Company contribute to the cost of the plan or be named as a defendant in a CERCLA action to be filed in July 2010. The Companyinitiated settlement discussions 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 approved by all parties, itwill prevent any third party from successfully bringing claims against the Company for environmental contamination relating to this former branch property.The Company has been awaiting approval from the ADEQ since the settlement was first proposed in July 2010. Based on communications with the RID andADEQ in December 2014, the Company does not expect to receive a response regarding the approval of the settlement from the ADEQ for, at least, severaladditional months. Based upon the Company’s limited period of ownership of the former branch property, and the fact that it no longer owns the formerbranch property, it does not anticipate that the ADEQ will reject the proposed settlement, but no assurance can be given at this time as to the ADEQ’sresponse to the settlement proposal. The proposed settlement terms have been accrued and did not have a material adverse effect on the Company’s financialcondition or results of operations, and the Company believes that any ongoing proceedings will not have a material adverse effect on the Company’sfinancial condition or results of operations. In January 2006, the Company received a letter from the North Carolina Department of Environment and Natural Resources indicating that a sitethat the Company formerly owned near Charlotte, North Carolina has been included on the state's October 2005 Inactive Hazardous Waste Sites Priority List.The letter states that the Company was being notified in fulfillment of the state's “statutory duty” to notify those who own and those who at present areknown to be responsible for each Site on the Priority List. Following receipt of this notice, no action has ever been requested from the Company, and since2006 the Company has not received any further communications regarding this matter from the state of North Carolina. The Company does not expect thatthis designation will have a material adverse effect on its financial condition or results of operations. b.Environmental Litigation Commitments and Contingencies The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various andevolving 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, presentlyenacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower andupper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As ofDecember 31, 2014, in addition to a reserve of $0.2 million relating to the ADEQ proposed settlement discussed above, the Company had reserved estimatedremediation costs of $0.6 million for activities at existing and former properties which are recorded within Other Accrued Liabilities in the ConsolidatedBalance Sheet. c.Letters of Credit As of December 31, 2014, the Company had standby letters of credit totaling $6.2 million issued in connection with workers compensation claimsand surety bonds. d.Purchase Commitments The Company has $71.3 million in purchase commitments through December 2015 for various raw material commodities, including aluminum,steel, nickel and copper as well as other raw material components which are within normal production requirements. 13.SEGMENTS AND RELATED INFORMATION a.Segment Reporting The Company manages its business in three segments: Commercial Trailer Products, Diversified Products and Retail. The Commercial TrailerProducts segment produces and sells new trailers to the Retail segment and to customers who purchase trailers directly from the Company or throughindependent dealers. The Diversified Products segment focuses on the Company’s commitment to expand its customer base, diversify its product offeringsand revenues and extend its market leadership by leveraging its proprietary DuraPlate® panel technology, drawing on its core manufacturing expertise andmaking available products that are complementary to truck and tank trailers and transportation equipment. The Retail segment includes the sale of new andused trailers, as well as the sale of after-market parts and service, through its retail branch network. In the fourth quarter of 2014, the Company’s woodflooring production business that manufactures laminated hard wood oak products primarily for the van trailer business was reclassified from the DiversifiedProducts segment to the Company’s Commercial Trailer Products segment due to a change in how that business is managed internally as managment intendsto drive improvements in the synergies between these two businesses. Financial performances for each of the Company’s reporting segments have beenrestated to reflect these changes. The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Companyevaluates segment performance based on income from operations. The Company has not allocated certain corporate related administrative costs, interest andincome taxes included in the corporate and eliminations segment to the Company’s other reportable segment. The Company accounts for intersegment salesand transfers at cost plus a specified mark-up. The Company manages its assets and capital spending on a consolidated basis, not by operating segment, as theassets and capital spending of the Diversified Products segment are intermixed with those of the Commercial Trailer Products segment. Therefore, our chiefoperating decision maker does not review any asset or capital spending information by operating segment and, accordingly, we do not report asset or capitalspending information by operating segment. Reportable segment information is as follows (in thousands): 84 Commercial Diversified Corporate and Trailer Products Products Retail Eliminations Consolidated 2014 Net sales External customers $1,221,040 $453,160 $189,115 $- $1,863,315 Intersegment sales 73,124 13,078 965 (87,167) $- Total net sales $1,294,164 $466,238 $190,080 $(87,167) $1,863,315 Depreciation and amortization 11,332 23,806 2,061 1,630 38,829 Income (Loss) from operations 81,141 54,879 3,785 (17,419) 122,386 Reconciling items to net income Interest expense 22,165 Other, net 1,759 Income tax expense 37,532 Net income $60,930 2013 Net sales External customers $1,010,736 $444,804 $180,146 $- $1,635,686 Intersegment sales 71,718 13,871 1,340 (86,929) $- Total net sales $1,082,454 $458,675 $181,486 $(86,929) $1,635,686 Depreciation and amortization 11,127 23,320 2,029 1,860 38,336 Income (Loss) from operations 57,543 59,126 2,885 (16,363) 103,191 Reconciling items to net income Interest expense 26,308 Other, net (740)Income tax expense 31,094 Net income $46,529 2012 Net sales External customers $995,164 $309,680 $157,010 $- $1,461,854 Intersegment sales 69,427 11,577 635 (81,639) $- Total net sales $1,064,591 $321,257 $157,645 $(81,639) $1,461,854 Depreciation and amortization 11,658 10,385 710 2,812 25,565 Income (Loss) from operations 52,242 44,573 2,922 (29,253) 70,484 Reconciling items to net income Interest expense 21,724 Other, net 97 Income tax benefit (56,968)Net income $105,631 b.Customer Concentration The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 20%, 17% and 23% of theCompany’s aggregate net sales in 2014, 2013 and 2012, respectively. In addition, for each of the last three years there were no customers whose revenueindividually represented 10% or more of our aggregate net sales. International sales, primarily to Canadian customers, accounted for less than 10% in each ofthe last three years. 85 c.Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service and (4)equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Commercial Diversified Year ended December 31, Trailer Products Products Retail Consolidated 2014 $ $ $ $ % New trailers 1,177,402 227,382 89,041 1,493,825 80.2 Used trailers 23,576 4,593 16,946 45,115 2.4 Components, parts and service 3,077 87,942 79,570 170,589 9.2 Equipment and other 16,985 133,243 3,558 153,786 8.2 Total net external sales 1,221,040 453,160 189,115 1,863,315 100.0 Commercial Diversified Trailer Products Products Retail Consolidated 2013 $ $ $ $ % New trailers 959,116 204,812 82,995 1,246,923 76.2 Used trailers 33,443 3,158 12,814 49,415 3.0 Components, parts and service 7,387 92,869 80,070 180,326 11.0 Equipment and other 10,790 143,965 4,267 159,022 9.8 Total net external sales 1,010,736 444,804 180,146 1,635,686 100.0 Commercial Diversified Trailer Products Products Retail Consolidated 2012 $ $ $ $ % 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 10,213 112,412 3,445 126,070 8.7 Total net external sales 995,164 309,680 157,010 1,461,854 100.0 86 14.CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for fiscal years 2014, 2013 and 2012 (dollars in thousands, except pershare amounts): First Second Third Fourth Quarter Quarter Quarter Quarter 2014 Net sales $358,120 $486,021 $491,697 $527,477 Gross profit 46,672 61,613 61,628 62,721 Net income 7,296 16,239 18,307 19,088 Basic net income per share 0.11 0.23 0.26 0.28 Diluted net income per share(3) 0.10 0.23 0.25 0.27 2013 Net sales $324,229 $413,126 $439,977 $458,354 Gross profit 42,186 58,853 61,497 52,587 Net income(1) 5,735 14,135 16,236 10,423 Basic net income per share 0.08 0.20 0.24 0.15 Diluted net income per share(3) 0.08 0.20 0.23 0.15 2012 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(3) 0.07 0.03 0.27 1.16 (1)Net income includes pre-tax charges of $0.6 million, $0.2 million and less than $0.1 million for the first, second and third quarters of 2013,respectively, and $1.7 million, $13.6 million, $2.4 million and $0.5 million for the first, second, third and fourth quarters of 2012, respectively, inconnection with acquisition related charges associated with the Company’s acquisition of Walker as well as the purchase of certain assets of Beall.(2)Net income for the fourth quarter of 2012 includes an income tax benefit of $59.0 million primarily related to the reversal of a U.S. valuationallowance against its deferred tax assets.(3)Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly netincome per share may differ from annual net income per share due to rounding. ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 87 ITEM 9A—CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and board of directors thatinformation required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed,summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information isaccumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timelydecisions regarding required disclosure. Based on an evaluation conducted under the supervision and with the participation of the Company’s management,including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls andprocedures as of December 31, 2014, including those procedures described below, we, including our Chief Executive Officer and our Chief Financial Officer,determined that those controls and procedures were effective. Changes in Internal Controls There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, duringthe fourth quarter of fiscal 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting The management of Wabash National Corporation (“the Company”) is responsible for establishing and maintaining adequate internal control overfinancial reporting. The 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 U.S. generally accepted accounting principles.Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles; (3) provide reasonableassurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of theCompany; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’sassets 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 of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies and procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, based on criteria foreffective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission (2013 framework) (COSO). Based on this assessment, we have concluded that internal control over financial reporting iseffective as of December 31, 2014. Ernst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financial statements as of and forthe year ended December 31, 2014, and its report on internal controls over financial reporting as of December 31, 2014 appears on the following page. Richard J. GirominiPresident and Chief Executive OfficerJeffery L. TaylorSenior Vice President and Chief Financial Officer February 27, 2015 88 Report of Independent Registered Public Accounting Firm The 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, 2014, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSOcriteria). Wabash National Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessmentof the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over FinancialReporting. Our responsibility is to express an opinion on the company’s internal control 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). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained inall material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides 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 of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate. In our opinion, Wabash National Corporation maintained, in all material respects, effective internal control over financial reporting as of December31, 2014, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidatedbalance sheets of Wabash National Corporation as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensiveincome, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2014 and our report dated February 27, 2015expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Indianapolis, IndianaFebruary 27, 201589 ITEM 9B—OTHER INFORMATION None. PART III ITEM 10—EXECUTIVE OFFICERS OF THE REGISTRANT The Company hereby incorporates by reference the information contained under the heading “Executive Officers of Wabash National Corporation”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 Ownership ReportingCompliance” or “Election of Directors” from its definitive Proxy Statement to be delivered to stockholders of the Company in connection with the 2015Annual Meeting of Stockholders to be held May 14, 2015. Code of Ethics As part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that isspecifically applicable to our Chief Executive Officer and Senior Financial Officers. This Code of Ethics is available within the Corporate Governancesection of the Investor Relations page of our website at www.wabashnational.com. We will disclose any waivers for our Chief Executive Officer or SeniorFinancial Officers under, or any amendments to, our Code of Ethics by posting such information on our website at the address above. ITEM 11—EXECUTIVE COMPENSATION The 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 2015 Annual Meeting ofStockholders to be held May 14, 2015. ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The Company hereby incorporates by reference the information contained under the headings "Beneficial Ownership of Common Stock” and“Equity Compensation Plan Information” from its definitive Proxy Statement to be delivered to the stockholders of the Company in connection with the2015 Annual Meeting of Stockholders to be held on May 14, 2015. ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Company hereby incorporates by reference the information contained under the headings “Election of Directors” and “Related PersonsTransactions Policy” from its definitive Proxy Statement to be delivered to the stockholders of the Company in connection with the 2015 Annual Meeting ofStockholders to be held on May 14, 2015. ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES Information required by Item 14 of this form and the audit committee’s pre-approval policies and procedures regarding the engagement of theprincipal accountant are incorporated herein by reference to the information contained under the heading “Ratification of Appointment of IndependentRegistered Public Accounting Firm” from the Company’s definitive Proxy Statement to be delivered to the stockholders of the Company in connection withthe 2015 Annual Meeting of Stockholders to be held on May 14, 2015. 90 PART IV ITEM 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 financial statementschedules have been omitted as they are not applicable or the required information is included in the Notes to the consolidated financialstatements. (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: 2.01Purchase and Sale Agreement by and among the Company, Walker Group Holdings LLC and Walker Group Holdings LLC dated as of March26, 2012 (16)3.01Amended and Restated Certificate of Incorporation of the Company, as amended (13)3.02Certificate of Designations of Series D Junior Participating Preferred Stock (6)3.03Amended and Restated Bylaws of the Company, as amended (12)4.01Specimen Stock Certificate (1)4.02Rights Agreement between the Company and National City Bank as Rights Agent dated December 28, 2005 (7)4.03Amendment No. 1 to the Rights Agreement dated July 17, 2009 (11)4.04Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (17)4.05Supplemental Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (17)10.01#Executive Employment Agreement dated June 28, 2002 between the Company and Richard J. Giromini (2)10.02Asset Purchase Agreement dated July 22, 2003 (3)10.03Amendment No. 1 to the Asset Purchase Agreement dated September 19, 2003 (3)10.04#2004 Stock Incentive Plan (4)10.05#Corporate Plan for Retirement – Executive Plan (5)10.06#Amendment to Executive Employment Agreement dated January 1, 2007 between the Company and Richard J. Giromini (8)10.07#Form of Non-Qualified Stock Option Agreement under the 2007 Omnibus Incentive Plan (9)10.08#2007 Omnibus Incentive Plan, as amended (10)10.09#2011 Omnibus Incentive Plan (14)10.10#Change in Control Severance Pay Plan (15)10.11Amended 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, BMO HarrisBank, N.A., as documentation agent, and the other lenders and agents therein (18)10.12Amended 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 (18)10.13Credit 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, asjoint lead arranger and joint bookrunner (18)10.14General Continuing Guarantee, dated as of May 8, 2012, by each subsidiary of Wabash National Corporation party thereto in favor of MorganStanley Senior Funding, Inc., as administrative agent for the secured parties under the Credit Agreement, dated May 8, 2012 (18)21.01List of Significant Subsidiaries (19)23.01Consent of Ernst & Young LLP (19)31.01Certification of Principal Executive Officer (19)31.02Certification of Principal Financial Officer (19)32.01Written 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) (19)101Interactive Data File Pursuant to Rule 405 of Regulation S-T91 #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-3 (Registration No. 333-27317) filed on May 16, 1997(2)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2002 (File No. 1-10883)(3)Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2003 (File No. 1-10883)(4)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2004 (File No. 1-10883)(5)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-10883)(6)Incorporated by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File No. 1-10883)(7)Incorporated by reference to the Registrant’s registration statement on Form 8-A12B filed on December 28, 2005 (File No. 1-10883)(8)Incorporated by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File No. 1-10883)(9)Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 1-10883)(10)Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 1-10883)(11)Incorporated by reference to the Registrant’s Form 8-K filed on July 20, 2009 (File No. 1-10883)(12)Incorporated by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File No. 1-10883)(13)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 1-10883)(14)Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 1-10883)(15)Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 1-10883)(16)Incorporated by reference to the Registrant’s Form 8-K filed on March 27, 2012 (File No.001-10883)(17)Incorporated by reference to the Registrant’s Form 8-K filed on April 23, 2012 (File No.001-10883)(18)Incorporated by reference to the Registrant’s Form 8-K filed on May 14, 2012 (File No 001-10883)(19)Filed herewith92 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. WABASH NATIONAL CORPORATION February 27, 2015By:/s/ Jeffery L. Taylor Jeffery L. Taylor Senior Vice President and Chief Financial Officer (Principal FinancialOfficer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant inthe capacities and on the date indicated. Date Signature and Title February 27, 2015 By:/s/ Richard J. Giromini Richard J. Giromini President and Chief Executive Officer, Director (Principal Executive Officer) February 27, 2015 By:/s/ Jeffery L. Taylor Jeffery L. Taylor Senior Vice President and Chief Financial Officer (Principal FinancialOfficer and Principal Accounting Officer) February 27, 2015 By:/s/ Martin C. Jischke Dr. Martin C. Jischke Chairman of the Board of Directors February 27, 2015 By:/s/ James D. Kelly James D. Kelly Director February 27, 2015 By:/s/ John E. Kunz John E. Kunz Director February 27, 2015 By:/s/ Larry J. Magee Larry J. Magee Director February 27, 2015 By:/s/ Ann D. Murtlow Ann D. Murtlow Director February 27, 2015 By:/s/ Scott K. Sorensen Scott K. Sorensen Director 93 Exhibit 21.01 SUBSIDIARIES OF THE COMPANY ANDOWNERSHIP OF SUBSIDIARY STOCK STATE OF % OF SHARES OWNEDNAME OF SUBSIDIARY INCORPORATION BY 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 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement (Form S-3 No. 333-194251) of Wabash National Corporation(2)Registration Statement (Form S-8 No. 333-115682) pertaining to the 2004 Stock Incentive Plan of Wabash National Corporation(3)Registration Statement (Forms S-8 No. 333-149349) pertaining to the 2011 Omnibus Incentive Plan and the 2007 Omnibus Incentive Plan of WabashNational Corporation(4)Registration Statement (Form S-8 No. 333-178778) pertaining to the 2011 Omnibus Incentive Plan of Wabash National Corporation of our reports dated February 27, 2015, with respect to the consolidated financial statements of Wabash National Corporation and the effectiveness of internalcontrol over financial reporting of Wabash National Corporation, included in this Annual Report (Form 10-K) of Wabash National Corporation for the yearended December 31, 2014. /s/ Ernst & Young LLPIndianapolis, IndianaFebruary 27, 2015 Exhibit 31.01CERTIFICATIONS I, 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 to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 registrantand have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes 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 about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date: February 27, 2015 /s/Richard J. Giromini Richard J. Giromini President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.02 CERTIFICATIONS I, Jeffery L. Taylor, 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 to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct 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 registrantand have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes 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 about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date: February 27, 2015 /s/ Jeffery L. Taylor Jeffery L. Taylor Senior Vice President and Chief Financial Officer (Principal Financial Officer) Exhibit 32.01 Written 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"), eachhereby certifies that, to his knowledge, on February 27, 2015: (a)the Form 10K Annual Report of the Company for the year ended December 31, 2014 filed on February 27, 2015, with the Securities and ExchangeCommission (the “Report”) fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934; and (b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard J. Giromini Richard J. Giromini President and Chief Executive Officer February 27, 2015 /s/ Jeffery L. Taylor Jeffery L. Taylor Senior Vice President and Chief Financial Officer February 27, 2015
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