UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 [x]


    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
 OR
 [ ]
    TRANSITION REPORT UNDER 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
  Delaware
(State of Incorporation)
1000 Sagamore Parkway South,Lafayette, Indiana
(Address of Principal
Executive Offices)
    
    (WABASH)
    
    52-1375208
(IRS Employer
Identification Number)47905
(Zip Code)
 Registrants telephone number, including area code: (765) 771-5300
 x o
  Large accelerated filer o   
    Accelerated filer
ý
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o x




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##### 



WABASH NATIONAL CORPORATION
 INDEX
 FORM 10-Q
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets at
September 30, 2008 and December 31, 2007
    
    3Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2008 and 2007
    
    4Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2008 and 2007
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risks
    
    22Item 4.
    
    Controls and Procedures
    
    23PART
II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    23Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    24Item 6.
    
    Exhibits
    
    24Signature
    
    24
  2




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##### 



WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    12,345
    
    
    $
    41,224Accounts receivable, net
    
    
    75,856
    
    
    
    68,752Inventories
    
    
    132,841
    
    
    
    113,125Deferred income taxes
    
    
    15,248
    
    
    
    14,514Prepaid expenses and other
    
    
    3,715
    
    
    
    4,046Total current assets
    
    
    240,005
    
    
    
    241,661PROPERTY, PLANT AND EQUIPMENT, net
    
    
    122,221
    
    
    
    122,063DEFERRED INCOME TAXES
    
    
    7,887
    
    
    
    2,772GOODWILL
    
    
    66,317
    
    
    
    66,317INTANGIBLE ASSETS
    
    
    29,925
    
    
    
    32,498OTHER ASSETS
    
    
    16,536
    
    
    
    18,271$
    482,891
    
    
    $
    483,582LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of capital lease obligation
    
    $
    590
    
    
    $
    -Accounts payable
    
    
    80,496
    
    
    
    40,787Other accrued liabilities
    
    
    48,496
    
    
    
    54,258Total current liabilities
    
    
    129,582
    
    
    
    95,045LONG-TERM DEBT
    
    
    79,000
    
    
    
    104,500CAPITAL LEASE OBLIGATION
    
    
    4,636
    
    
    
    -OTHER NONCURRENT LIABILITIES AND CONTINGENCIES
    
    
    4,481
    
    
    
    4,108STOCKHOLDERS EQUITYPreferred stock, 25,000,000 shares authorized, no shares issued or outstanding
    
    
    -
    
    
    
    -Common stock 75,000,000 shares authorized, $0.01 par value, 29,993,606
and 29,842,945 shares issued and outstanding, respectively
    
    
    324
    
    
    
    321Additional paid-in capital
    
    
    350,610
    
    
    
    347,143Retained deficit
    
    
    (60,125
    )
    
    
    (42,058
    )Accumulated other comprehensive income
    
    
    (140
    )
    
    
    -Treasury stock at cost, 1,675,600 common shares
    
    
    (25,477
    )
    
    
    (25,477
    )Total stockholders equity
    
    
    265,192
    
    
    
    279,929$
    482,891
    
    
    $
    483,582
  3




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##### 



WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007NET SALES
    
    $
    242,953
    
    
    $
    291,017
    
    
    $
    605,498
    
    
    $
    844,720COST OF SALES
    
    
    233,965
    
    
    
    266,424
    
    
    
    579,832
    
    
    
    772,110Gross profit
    
    
    8,988
    
    
    
    24,593
    
    
    
    25,666
    
    
    
    72,610GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    10,060
    
    
    
    13,173
    
    
    
    32,016
    
    
    
    38,332SELLING EXPENSES
    
    
    3,420
    
    
    
    3,916
    
    
    
    10,189
    
    
    
    12,029(Loss) Income from operations
    
    
    (4,492
    )
    
    
    7,504
    
    
    
    (16,539
    )
    
    
    22,249OTHER INCOME (EXPENSE)Interest expense
    
    
    (1,154
    )
    
    
    (1,416
    )
    
    
    (3,349
    )
    
    
    (4,410
    )Foreign exchange, net
    
    
    (85
    )
    
    
    65
    
    
    
    (91
    )
    
    
    461Gain on debt extinguishment
    
    
    -
    
    
    
    -
    
    
    
    151
    
    
    
    -Other, net
    
    
    113
    
    
    
    (86
    )
    
    
    (83
    )
    
    
    (592
    )(Loss) Income before income taxes
    
    
    (5,618
    )
    
    
    6,067
    
    
    
    (19,911
    )
    
    
    17,708INCOME TAX (BENEFIT) EXPENSE
    
    
    (1,288
    )
    
    
    2,289
    
    
    
    (5,991
    )
    
    
    7,059NET (LOSS) INCOME
    
    $
    (4,330
    )
    
    $
    3,778
    
    
    $
    (13,920
    )
    
    $
    10,649COMMON STOCK DIVIDENDS DECLARED
    
    $
    0.045
    
    
    $
    0.045
    
    
    $
    0.135
    
    
    $
    0.135BASIC NET (LOSS) INCOME PER SHARE
    
    $
    (0.14
    )
    
    $
    0.13
    
    
    $
    (0.47
    )
    
    $
    0.35DILUTED NET (LOSS) INCOME PER SHARE
    
    $
    (0.14
    )
    
    $
    0.12
    
    
    $
    (0.47
    )
    
    $
    0.35COMPREHENSIVE (LOSS) INCOMENet (loss) income
    
    $
    (4,330
    )
    
    $
    3,778
    
    
    $
    (13,920
    )
    
    $
    10,649Changes in fair value of derivatives (net of tax)
    
    
    (140
    )
    
    
    -
    
    
    
    (140
    )
    
    
    -Foreign currency translation adjustment
    
    
    -
    
    
    
    113
    
    
    
    -
    
    
    
    339NET COMPREHENSIVE (LOSS) INCOME
    
    $
    (4,470
    )
    
    $
    3,891
    
    
    $
    (14,060
    )
    
    $
    10,988
  4




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##### 



WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   Nine Months Ended September 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIESNet (loss) income
    
    $
    (13,920
    )
    
    $
    10,649Adjustments to reconcile net (loss) income to net cash provided by
operating activitiesDepreciation and amortization
    
    
    15,535
    
    
    
    14,477Net loss on the sale of assets
    
    
    236
    
    
    
    106Gain on early debt extinguishment
    
    
    (151
    )
    
    
    -Deferred income taxes
    
    
    (5,849
    )
    
    
    6,596Excess tax benefits from stock-based compensation
    
    
    (6
    )
    
    
    (33
    )Stock-based compensation
    
    
    3,452
    
    
    
    3,213Changes in operating assets and liabilitiesAccounts receivable
    
    
    (7,104
    )
    
    
    10,120Inventories
    
    
    (19,716
    )
    
    
    (21,211
    )Prepaid expenses and other
    
    
    2,028
    
    
    
    2,260Accounts payable and accrued liabilities
    
    
    33,705
    
    
    
    (9,991
    )Other, net
    
    
    81
    
    
    
    826Net cash provided by operating activities
    
    
    8,291
    
    
    
    17,012CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (8,037
    )
    
    
    (5,196
    )Acquisition, net of cash acquired
    
    
    -
    
    
    
    (4,500
    )Proceeds from the sale of property, plant and equipment
    
    
    131
    
    
    
    124Net cash used in investing activities
    
    
    (7,906
    )
    
    
    (9,572
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from exercise of stock options
    
    
    97
    
    
    
    74Excess tax benefits from stock-based compensation
    
    
    6
    
    
    
    33Borrowings under revolving credit facilities
    
    
    139,250
    
    
    
    99,424Payments under revolving credit facilities
    
    
    (60,250
    )
    
    
    (99,424
    )Payments under long-term obligations
    
    
    (104,133
    )
    
    
    -Principal payments under capital lease obligation
    
    
    (107
    )
    
    
    -Repurchases of common stock
    
    
    -
    
    
    
    (11,668
    )Common stock dividends paid
    
    
    (4,127
    )
    
    
    (4,107
    )Net cash used in financing activities
    
    
    (29,264
    )
    
    
    (15,668
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (28,879
    )
    
    
    (8,228
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    41,224
    
    
    
    29,885CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    12,345
    
    
    $
    21,657
  5




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##### 



WABASH NATIONAL CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. GENERAL
  2. NEW ACCOUNTING PRONOUNCEMENTS
 Derivative Instruments and Hedging Activities Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement
No. 133 Accounting for Derivative Instruments and Hedging Activities
 Fair Value Measurements. Fair Value
Measurements.
 6




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##### 



3. INVENTORIES
  September 30,
    
    
    December 31,2008
    
    
    2007Raw materials and components
    
    $
    42,075
    
    
    $
    29,666Work in progress
    
    
    5,801
    
    
    
    1,023Finished goods
    
    
    62,775
    
    
    
    64,772Aftermarket parts
    
    
    5,730
    
    
    
    5,324Used trailers
    
    
    16,460
    
    
    
    12,340$
    132,841
    
    
    $
    113,125
 4. LONG-TERM BORROWINGS
  Property, Plant and Equipment
  5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  Accounting for Derivative Instruments and
Hedging Activities,
  7




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##### 



6. FAIR VALUE MEASUREMENTS
   
    
    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 asset or liability, either
directly or indirectly, for the full term of the financial instrument; and
    
    Level 3  Valuation is based upon other unobservable inputs that are significant to
the fair value measurement.
  Level 1
    
    
    Level 2
    
    
    Level 3Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical Assets
    
    
    Observable
    
    
    UnobservableOr Liabilities
    
    
    Inputs
    
    
    Inputs
    
    
    TotalAssetsInterest rate derivatives
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -LiabilitiesInterest rate derivatives
    
    $
    -
    
    
    $
    -
    
    
    $
    230
    
    
    $
    230
 8




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##### 



Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    Septembr 30, 2008Balance at beginning of period
    
    $
    -
    
    
    $
    -Total realized/unrealized (losses) or gains
included in other comprehensive income
    
    
    (230
    )
    
    
    (230
    )Purchases, sales, issuances, and settlements
    
    
    -
    
    
    
    -Transfers in and (or) out of Level 3
    
    
    -
    
    
    
    -Balance at end of period
    
    $
    (230
    )
    
    $
    (230
    )
 7. STOCK-BASED COMPENSATION
 Share-Based Payment
   8. CONTINGENCIES
  Brazil Joint Venture
 â
 9




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##### 



Intellectual Property
  Environmental Disputes nd
  9. NET INCOME PER SHARE
  10




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##### 



Three Months Ended September 30,
    
    

Nine Months Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic net (loss) income per shareNet (loss) income applicable to common stockholders
    
    $
    (4,330
    )
    
    $
    3,778
    
    
    $
    (13,920
    )
    
    $
    10,649Weighted average common shares outstanding
    
    
    29,993
    
    
    
    29,874
    
    
    
    29,933
    
    
    
    30,132Basic net (loss) income per share
    
    $
    (0.14
    )
    
    $
    0.13
    
    
    $
    (0.47
    )
    
    $
    0.35Diluted net (loss) income per shareNet (loss) income applicable to common stockholders
    
    $
    (4,330
    )
    
    $
    3,778
    
    
    $
    (13,920
    )
    
    $
    10,649After-tax equivalent of interest on convertible notes
    
    
    -
    
    
    
    741
    
    
    
    -
    
    
    
    2,222Diluted net (loss) income applicable to common stockholders
    
    $
    (4,330
    )
    
    $
    4,519
    
    
    $
    (13,920
    )
    
    $
    12,871Weighted average common shares outstanding
    
    
    29,993
    
    
    
    29,874
    
    
    
    29,933
    
    
    
    30,132Dilutive stock options/shares
    
    
    -
    
    
    
    234
    
    
    
    -
    
    
    
    255Convertible notes equivalent shares
    
    
    -
    
    
    
    6,692
    
    
    
    -
    
    
    
    6,675Diluted weighted average common shares outstanding
    
    
    29,993
    
    
    
    36,800
    
    
    
    29,933
    
    
    
    37,062Diluted net (loss) income per share
    
    $
    (0.14
    )
    
    $
    0.12
    
    
    $
    (0.47
    )
    
    $
    0.35
  10. INCOME TAXES
   Nine Months Ended September 30,2008
    
    
    2007Pretax book income
    
    $
    (19,911
    )
    
    $
    17,708Federal tax expense at 35% statutory rate
    
    
    (6,969
    )
    
    
    6,198State and local income taxes
    
    
    (724
    )
    
    
    755Provision for (utilization of) valuation allowance for net
operating losses - U.S. and state
    
    
    786
    
    
    
    (86
    )Other
    
    
    916
    
    
    
    192Total income tax (benefit) expense
    
    $
    (5,991
    )
    
    $
    7,059
 11




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11. PRODUCT WARRANTIES
 Other
Accrued Liabilities
 2008
    
    
    2007Balance as of January 1
    
    $
    17,246
    
    
    $
    14,978Provision for warranties issued in current year
    
    
    2,250
    
    
    
    3,238Additional provisions for pre-existing warranties
    
    
    635
    
    
    
    2,133Payments
    
    
    (3,320
    )
    
    
    (3,341
    )Balance as of September 30
    
    $
    16,811
    
    
    $
    17,008
 ®
 12. SEGMENTS
 a. Segment Reporting
 Disclosure about Segments of an Enterprise and Related
Information
 12




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##### 



Three Months Ended
    
    
    
    
    
    Retail and
    
    
    
    
    
    
    ConsolidatedSeptember 30, 2008
    
    Manufacturing
    
    
    Distribution
    
    
    Eliminations
    
    
    TotalsNet salesExternal customers
    
    $
    199,838
    
    
    $
    43,115
    
    
    $
    -
    
    
    $
    242,953Intersegment sales
    
    
    17,819
    
    
    
    -
    
    
    
    (17,819
    )
    
    $
    -Total net sales
    
    $
    217,657
    
    
    $
    43,115
    
    
    $
    (17,819
    )
    
    $
    242,953(Loss) Income from operations
    
    $
    (3,221
    )
    
    $
    (1,381
    )
    
    $
    110
    
    
    $
    (4,492
    )Assets
    
    $
    582,014
    
    
    $
    131,377
    
    
    $
    (230,500
    )
    
    $
    482,891Three Months Ended
September 30, 2007Net salesExternal customers
    
    $
    256,847
    
    
    $
    34,170
    
    
    $
    -
    
    
    $
    291,017Intersegment sales
    
    
    13,207
    
    
    
    544
    
    
    
    (13,751
    )
    
    $
    -Total net sales
    
    $
    270,054
    
    
    $
    34,714
    
    
    $
    (13,751
    )
    
    $
    291,017Income (Loss) from operations
    
    $
    8,165
    
    
    $
    (699
    )
    
    $
    38
    
    
    $
    7,504Assets
    
    $
    654,252
    
    
    $
    125,924
    
    
    $
    (236,574
    )
    
    $
    543,602Nine Months Ended 
September 30, 2008Net salesExternal customers
    
    $
    493,201
    
    
    $
    112,297
    
    
    $
    -
    
    
    $
    605,498Intersegment sales
    
    
    42,837
    
    
    
    32
    
    
    
    (42,869
    )
    
    $
    -Total net sales
    
    $
    536,038
    
    
    $
    112,329
    
    
    $
    (42,869
    )
    
    $
    605,498(Loss) Income from operations
    
    $
    (14,613
    )
    
    $
    (2,767
    )
    
    $
    841
    
    
    $
    (16,539
    )Assets
    
    $
    582,014
    
    
    $
    131,377
    
    
    $
    (230,500
    )
    
    $
    482,891Nine Months Ended 
September 30, 2007Net salesExternal customers
    
    $
    727,695
    
    
    $
    117,025
    
    
    $
    -
    
    
    $
    844,720Intersegment sales
    
    
    49,516
    
    
    
    544
    
    
    
    (50,060
    )
    
    $
    -Total net sales
    
    $
    777,211
    
    
    $
    117,569
    
    
    $
    (50,060
    )
    
    $
    844,720Income (Loss) from operations
    
    $
    24,212
    
    
    $
    (1,337
    )
    
    $
    (626
    )
    
    $
    22,249Assets
    
    $
    654,252
    
    
    $
    125,924
    
    
    $
    (236,574
    )
    
    $
    543,602
 b. Product Information
  Three Months Ended September 30,
    
    Nine Months Ended September 30,2008
    
    2007
    
    2008
    
    2007$
    
    %
    
    $
    
    %
    
    $
    
    %
    
    $
    
    %New trailers
    
    
    215,978
    
    
    
    88.9
    
    
    
    265,020
    
    
    
    91.1
    
    
    
    530,213
    
    
    
    87.6
    
    
    
    763,489
    
    
    
    90.4Used trailers
    
    
    11,097
    
    
    
    4.6
    
    
    
    8,098
    
    
    
    2.8
    
    
    
    29,560
    
    
    
    4.9
    
    
    
    29,763
    
    
    
    3.5Parts and service
    
    
    13,804
    
    
    
    5.7
    
    
    
    14,811
    
    
    
    5.1
    
    
    
    41,330
    
    
    
    6.8
    
    
    
    43,500
    
    
    
    5.2Other
    
    
    2,074
    
    
    
    0.8
    
    
    
    3,088
    
    
    
    1.0
    
    
    
    4,395
    
    
    
    0.7
    
    
    
    7,968
    
    
    
    0.9Total net sales
    
    
    242,953
    
    
    
    100.0
    
    
    
    291,017
    
    
    
    100.0
    
    
    
    605,498
    
    
    
    100.0
    
    
    
    844,720
    
    
    
    100.0
 13




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##### 



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   RESULTS OF OPERATIONS
  14




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##### 



Percentage of Net SalesThree Months Ended September 30,
    
    
    Nine Months Ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    96.3
    
    
    
    91.5
    
    
    
    95.8
    
    
    
    91.4Gross profit
    
    
    3.7
    
    
    
    8.5
    
    
    
    4.2
    
    
    
    8.6General and administrative expenses
    
    
    4.1
    
    
    
    4.5
    
    
    
    5.3
    
    
    
    4.5Selling expenses
    
    
    1.4
    
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.5(Loss) Income from operations
    
    
    (1.8
    )
    
    
    2.6
    
    
    
    (2.7
    )
    
    
    2.6Interest expense
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (0.5
    )Foreign exchange, net
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    0.1Other, net
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (0.1
    )(Loss) Income before income taxes
    
    
    (2.3
    )
    
    
    2.1
    
    
    
    (3.3
    )
    
    
    2.1Income tax (benefit) expense
    
    
    (0.5
    )
    
    
    0.8
    
    
    
    (1.0
    )
    
    
    0.8Net (loss) income
    
    
    (1.8)
    %
    
    
    1.3
    %
    
    
    (2.3
    )%
    
    
    1.3
    %
   Three Months Ended September 30, 2008
 Net Sales
  15




---



##### 



Three Months Ended September 30,2008
    
    
    2007
    
    
    % ChangeSales by segmentManufacturing
    
    $
    199.9
    
    
    $
    256.8
    
    
    
    (22.2
    )Retail and distribution
    
    
    43.1
    
    
    
    34.2
    
    
    
    26.0Total
    
    $
    243.0
    
    
    $
    291.0
    
    
    
    (16.5
    )(units)New trailer unitsManufacturing
    
    
    8,800
    
    
    
    11,500
    
    
    
    (23.5
    )Retail and distribution
    
    
    900
    
    
    
    600
    
    
    
    50.0Total
    
    
    9,700
    
    
    
    12,100
    
    
    
    (19.8
    )Used trailer units
    
    
    2,200
    
    
    
    1,000
    
    
    
    120.0
   Gross Profit
  Three Months Ended September 30,2008
    
    
    2007
    
    
    % ChangeGross profit by segmentManufacturing
    
    $
    7.4
    
    
    $
    21.9
    
    
    
    (66.2
    )Retail and distribution
    
    
    1.5
    
    
    
    2.7
    
    
    
    (44.4
    )Eliminations
    
    
    0.1
    
    
    
    -Total gross profit
    
    $
    9.0
    
    
    $
    24.6
    
    
    
    (63.4
    )
  16




---



##### 



General and Administrative Expenses
  Selling Expenses
  Income Taxes
  Nine Months Ended September 30, 2008
 Net Sales
  17




---



##### 



Nine Months Ended September 30,2008
    
    
    2007
    
    
    % ChangeSales by segmentManufacturing
    
    $
    493.2
    
    
    $
    727.7
    
    
    
    (32.2
    )Retail and distribution
    
    
    112.3
    
    
    
    117.0
    
    
    
    (4.0
    )Total
    
    $
    605.5
    
    
    $
    844.7
    
    
    
    (28.3
    )(units)New trailer unitsManufacturing
    
    
    22,000
    
    
    
    33,300
    
    
    
    (33.9
    )Retail and distribution
    
    
    2,000
    
    
    
    2,300
    
    
    
    (13.0
    )Total
    
    
    24,000
    
    
    
    35,600
    
    
    
    (32.6
    )Used trailer units
    
    
    5,300
    
    
    
    3,600
    
    
    
    47.2
   Gross Profit
  Nine Months Ended September 30,2008
    
    
    2007
    
    
    % ChangeGross profit by segmentManufacturing
    
    $
    18.9
    
    
    $
    65.0
    
    
    
    (70.9
    )Retail and distribution
    
    
    5.9
    
    
    
    8.3
    
    
    
    (28.9
    )Eliminations
    
    
    0.9
    
    
    
    (0.7
    )Total gross profit
    
    $
    25.7
    
    
    $
    72.6
    
    
    
    (64.6
    )
  18




---



##### 



General and Administrative Expenses
  Selling Expenses
  Income Taxes
  Liquidity and Capital Resources
 Capital Structure
  Debt Facilities
  Property, Plant and Equipment
 19




---



##### 



Cash Flow
  -
    
    Accounts receivable increased $7.1 million during 2008 compared to a decrease
of $10.1 million in 2007. The increase for 2008 is due to the timing of shipments and
higher sales volumes recorded during the latter portion of the period. Days sales
outstanding, a measure of working capital efficiency that measures the amount of time a
receivable is outstanding, improved to approximately 29 days in 2008 compared to 32
days in 2007.-
    
    Inventory increased $19.7 million during 2008 compared to an increase of $21.2
million in 2007. Inventory turns, a commonly used measure of working capital
efficiency that measures how quickly inventory turns per year, was approximately six
times in 2008 compared to seven times in 2007 due to weaker market conditions.-
    
    Accounts payable and accrued liabilities increased $33.7 million in 2008
compared to a decrease of $10.0 million in 2007. The increase was primarily due to
higher raw material levels and improved vendor management.
    Capital Expenditures
  20




---



##### 



Off-Balance Sheet Transactions
  Contractual Obligations and Commercial Commitments
  Backlog
  OUTLOOK
  ®
  21




---



##### 



®
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  NEW ACCOUNTING PRONOUNCEMENTS
 Derivative Instruments and Hedging Activities Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement
No. 133 Accounting for Derivative Instruments and Hedging Activities
 Fair Value Measurements. Fair Value
Measurements.
 
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  Commodity Prices
  22




---



##### 



Interest Rates
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  23




---



##### 



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
 ITEM 6 . EXHIBITS
 (a)
    
    Exhibits:
 31.01
    
    
    Certification of Principal Executive Officer31.02
    
    
    Certification of Principal Financial Officer32.01
    
    
    Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
 
 SIGNATURE
  WABASH NATIONAL CORPORATIONDate: October 30, 2008
    
    By:
    
    /s/ Robert J. Smith

Robert J. SmithSenior Vice President and Chief Financial Officer(Principal Financial Officer)
 24