8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 31, 2007

Wabash National Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-10883	52-1375208
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

1000 Sagamore Parkway South, Lafayette, Indiana 47905

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(765) 771-5310

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Results of Operations and Financial Condition.

     On October 31, 2007, Wabash National Corporation issued a press release announcing its financial results for the quarter ended September 30, 2007. A copy of the Registrant’s press release is attached as Exhibit 99.1 and is incorporated herein by reference. The foregoing information is to be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

          99.1 Wabash National Corporation press release dated October 31, 2007.

Page 2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WABASH NATIONAL CORPORATION
Date: November 1, 2007	By:	/s/ Robert J. Smith
		Robert J. Smith
		Senior Vice President and Chief Financial Officer

Page 3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Wabash National Corporation Press Release dated October 31, 2007

Page 4

EX-99.1

Investor Relations:
(765) 771-5310

FOR IMMEDIATE RELEASE

Wabash National Corporation Announces
Third Quarter and Year-To-Date Results

LAFAYETTE, Ind. — October 31, 2007 — Wabash National Corporation (NYSE: WNC) reported net income of $3.8 million, or $0.12 per diluted share for the third quarter of 2007 on sales of $291.0 million. For the same quarter last year, the company reported net income of $5.0 million, or $0.15 per diluted share, on sales of $362.3 million. For the nine months ended September 30, 2007, net income totaled $10.6 million, or $0.35 per diluted share on sales of $844.7 million. In the comparable period in 2006, the company reported net income of $14.4 million, or $0.44 per diluted share on sales of $958.0 million.

Third quarter new trailer sales totaled 12,100 units, a decrease of 3 percent from the second quarter; however, new trailer production for the period declined approximately 18 percent. The sequential reduction in production, coupled with costs associated with realigning operations, more than offset the continued performance improvements across the organization.

“A continuing soft freight market, related in part to the ongoing residential construction slump, is adversely impacting trucking companies’ profitability and their need for new equipment,” said Dick Giromini, president and chief executive officer. “As a result, we now anticipate total new trailer sales for the year to be approximately 46,000 units. Given our visibility into next quarter, this total is essentially booked. We believe we have taken the necessary measures to appropriately size our operations during this slowdown including plant idling, headcount reductions and spending restrictions. We continue to believe that we are well into the downturn of the cycle, and expect to begin seeing improving order rates in the second half of 2008.”

As of September 30, 2007 the company’s backlog was approximately $393 million.

—more—

Headquartered in Lafayette, Ind., Wabash National^® Corporation (NYSE: WNC) is one of the leading manufacturers of semi trailers in North America. Established in 1985, the company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, and intermodal equipment. Its innovative core products are sold under the DuraPlate^®, ArcticLite^®, and Eagle^® brand names. The company operates two wholly owned subsidiaries: Transcraft Corporation, a manufacturer of flatbed and drop deck trailers; and Wabash National Trailer Centers, a retail distributor of new and used trailers and aftermarket parts throughout the U.S.

This press release contains certain forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements including statements about the company’s expectations for improvement in future results are, however, subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining improvements in our manufacturing capacity and cost containment, and dependence on industry trends. Readers should review and consider the various disclosures made by the company in this press release and in the company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

###

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

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
NET SALES	$	291,017		$	362,290		$	844,720		$	957,981
COST OF SALES		266,424			336,177			772,110			881,805
Gross profit		24,593			26,113			72,610			76,176
GENERAL AND ADMINISTRATIVE EXPENSES		13,173			12,068			38,332			36,998
SELLING EXPENSES		3,916			3,651			12,029			10,446
Income from operations		7,504			10,394			22,249			28,732
OTHER INCOME (EXPENSE):
Interest expense		(1,416	)		(2,081	)		(4,410	)		(5,163	)
Foreign exchange, net		65			(28	)		461			(28	)
Other, net		(86	)		(365	)		(592	)		(123	)
Income before income taxes		6,067			7,920			17,708			23,418
INCOME TAX EXPENSE		2,289			2,931			7,059			9,045
NET INCOME	$	3,778		$	4,989		$	10,649		$	14,373
COMMON STOCK DIVIDENDS DECLARED	$	0.045		$	0.045		$	0.135		$	0.135
BASIC NET INCOME PER SHARE	$	0.13		$	0.16		$	0.35		$	0.46
DILUTED NET INCOME PER SHARE	$	0.12		$	0.15		$	0.35		$	0.44
COMPREHENSIVE INCOME
Net income	$	3,778		$	4,989		$	10,649		$	14,373
Foreign currency translation adjustment		113			86			339			843
NET COMPREHENSIVE INCOME	$	3,891		$	5,075		$	10,988		$	15,216

			Retail and						Consolidated
	Manufacturing		Distribution			Eliminations			Totals
Three months ended September 30,
2007
Net sales	$	270,054	$	34,714		$	(13,751	)	$	291,017
Income (loss) from operations	$	8,165	$	(699	)	$	38		$	7,504
2006
Net sales	$	336,842	$	51,424		$	(25,976	)	$	362,290
Income (loss) from operations	$	9,467	$	1,183		$	(256	)	$	10,394
Nine months ended September 30,
2007
Net sales	$	777,211	$	117,569		$	(50,060	)	$	844,720
Income (loss) from operations	$	24,212	$	(1,337	)	$	(626	)	$	22,249
2006
Net sales	$	870,359	$	144,812		$	(57,190	)	$	957,981
Income (loss) from operations	$	27,091	$	2,092		$	(451	)	$	28,732

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
Basic net income per share:
Net income applicable to common stockholders	$	3,778	$	4,989	$	10,649	$	14,373
Weighted average common shares outstanding		29,874		31,174		30,132		31,148
Basic net income per share	$	0.13	$	0.16	$	0.35	$	0.46
Diluted net income per share:
Net income applicable to common stockholders	$	3,778	$	4,989	$	10,649	$	14,373
After-tax equivalent of interest on convertible notes		741		741		2,222		2,222
Diluted net income applicable to common stockholders	$	4,519	$	5,730	$	12,871	$	16,595
Weighted average common shares outstanding		29,874		31,174		30,132		31,148
Dilutive stock options/shares		234		154		255		191
Convertible notes equivalent shares		6,692		6,619		6,675		6,598
Diluted weighted average common shares outstanding		36,800		37,947		37,062		37,937
Diluted net income per share	$	0.12	$	0.15	$	0.35	$	0.44

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	September 30,		December 31,
	2007		2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,657	$	29,885
Accounts receivable, net		100,342		110,462
Inventories		154,294		133,133
Deferred income taxes		22,423		26,650
Prepaid expenses and other		1,821		4,088
Total current assets		300,537		304,218
PROPERTY, PLANT AND EQUIPMENT, net		124,307		129,325
GOODWILL		66,317		66,692
INTANGIBLE ASSETS		33,384		35,998
OTHER ASSETS		19,057		20,250
	$	543,602	$	556,483
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	77,493	$	90,632
Other accrued liabilities		56,086		58,706
Total current liabilities		133,579		149,338
LONG-TERM DEBT		125,000		125,000
DEFERRED INCOME TAXES		3,550		1,556
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES		3,608		2,634
STOCKHOLDERS’ EQUITY		277,865		277,955
	$	543,602	$	556,483

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

	Nine Months
	Ended September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	10,649		$	14,373
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		14,477			15,587
Net loss on the sale of assets		106			54
Deferred income taxes		6,596			8,007
Excess tax benefits from stock-based compensation		(33	)		(339	)
Stock-based compensation		3,213			3,029
Changes in operating assets and liabilities:
Accounts receivable		10,120			(25,380	)
Finance contracts		7			1,393
Inventories		(21,211	)		(56,987	)
Prepaid expenses and other		2,260			2,394
Accounts payable and accrued liabilities		(9,991	)		30,727
Other, net		819			1,464
Net cash provided by (used in) operating activities		17,012			(5,678	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(5,196	)		(10,899	)
Acquisition, net of cash acquired		(4,500	)		(69,307	)
Proceeds from the sale of property, plant and equipment		124			1,890
Net cash used in investing activities		(9,572	)		(78,316	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		74			713
Excess tax benefits from stock-based compensation		33			339
Borrowings under revolving credit facilities		99,424			205,496
Payments under revolving credit facilities		(99,424	)		(168,521	)
Repurchases of common stock		(11,668	)		(507	)
Payments under long-term debt obligations		—			(500	)
Common stock dividends paid		(4,107	)		(4,252	)
Net cash (used in) provided by financing activities		(15,668	)		32,768
NET DECREASE IN CASH AND CASH EQUIVALENTS		(8,228	)		(51,226	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		29,885			67,437
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	21,657		$	16,211