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					                                                                                         Company Report
                                                                                         February 7, 2013




  Wabash National Corp.                                                                  Buy
  Quarter Beats Expectations, But Tax Accrual Changes Result                             WNC
  in Lower EPS - No Change to Cash EPS.                                                  Price: Close $10.10
  Our Call                                                                               Price Target $16.00
  WNC reported a better than expected 4Q EPS, but investors took the stock lower
  on a more conservative guidance outlook. We believe that investors are mistaking
                                                                                         Services & Equipment
  management's conservatism. Our perception is that mgt. was guiding a no-growth
  case, but based on industry data - trailer orders are +6% season-to-date. We lower     Jeffrey A. Kauffman
  EPS only for the accrual of GAAP taxes on a reversal of the company's deferred         (212) 338-4765
  tax reserve, but our Cash EPS and EBITDA estimates actually rise. We'd buy the         jkauffman@sterneagee.com
  weakness.                                                                              Sal Vitale
  ■ WNC reported a $0.32 per share 4Q, ahead of consensus EPS, despite lower             (212) 338-4766
    than expected deliveries. The company's ability to drive margin on higher            svitale@sterneagee.com
    pricing to customers and cost controls was above our expectations, and has been,     Ryan Mueller
    for much of the past year. We are raising our expectations for operating margins     (212) 338-4732
    in 2013 and 2014.                                                                    rmueller@sterneagee.com

  ■ Investors reacted negatively to management's conservative outlook, and we
    believe that there was a misunderstanding driving this. We don't believe             Company Data
    management was forecasting a no-growth industry outlook. Rather, they gave           Rating                                         Buy
                                                                                         Price: Close                                 $10.10
    a forecast based on one, but acknowledged that industry data to date has been        Price Target                                 $16.00
    above expectations, and if that proved to be the case for the year, management       52-Week Range                        $5.65 - $11.55
    expected to take their fair share of volumes.                                        Market Capitalization (M)                    $690.4
                                                                                         Shares Outstanding (M)                         68.4
  ■ There were a series of questions regarding WNC's 'loss of market share.'             Avg. Daily Vol. (000)                       1,062.1
    Again, we believe this is an overstated situation. In 2011, the company's market     Dividend                                      $0.00
    share gains beat expectations, but their margins missed expectations. We believe     Dividend Yield                                0.0%
                                                                                         Assets (M)                                   $902.6
    the missive in 2012 was to stop building trailers for practice, and that is what
    the company did - they raised prices and walked away from less compensatory
    volumes, and the returns of the business have improved sharply.
  ■ EPS estimates will likely come down on the GAAP tax rate adjustments, but
    this was largely in our estimates for 2014 and beyond already - it marks no
    change in the cash EPS or cash flow outlook. We take our 2013 tax rate from
    19% to 38%, and our 2014 and peak tax rates from 30% and 35%, respectively,
    toward 40%. The cash implications do not change in 2013/2014.
  ■ Our enthusiasm for the shares increases on better bottom line execution,
    but we lower our GAAP EPS estimates for the cosmetic change from the
    reversal of the tax valuation allowance. WNC remains with $111 mil in NOLs.
    Our EPS changes are as follows - our 2013 EPS estimate declines from $1.43
    to $1.08 on the tax change, offsetting increases in other operating assumptions.
    Our 2014 EPS estimate declines from $1.75 to $1.45 for the same reasons. Our
    cycle peak EPS estimate rises from $1.85 to $1.90 on improved margins. On a
    FCF basis, our 2013 estimate rises to $1.75, and our 2014 estimate rises to $2.15.
                                                                                         Price Performance
  FYE Dec          2012E      2012E       2013E      2013E       2014E      2014E            13
                                                                                             12
                   (Prev)     (Curr)      (Prev)     (Curr)      (Prev)     (Curr)           11
  EPS ($)                                                                                    10
  Q1 (Mar)                     0.10A       0.29        0.18                     -             9
                                                                                              8
  Q2 (Jun)                     0.23A       0.37        0.26                     -             7
  Q3 (Sept)                    0.30A       0.40        0.30                     -             6
  Q4 (Dec)          0.33        0.32       0.37        0.34                     -             5
                                                                                             Feb-12    May-12     Aug-12    Nov-12     Feb-13
  FY EPS            0.95        0.92       1.43        1.08       1.75        1.45                Wabash National Corp.
  P/E                          11.0x                   9.4x                   7.0x                The Industrial Select Sector Index (ISI)

                                                                                         Source: FactSet

   Important Disclosures regarding Price Target Risks, Valuation Methodology, Regulation Analyst Certification,
Investment Banking, Ratings Definitions, and potential conflicts of interest begin on Page I of the Appendix Section.
                    800 Shades Creek ParkwaySuite 700Birmingham, AL 35209205-949-3500
                                  Sterne, Agee & Leach Inc. is Member NYSE, FINRA, SIPC
                                                                     February 7, 2013

4Q DISCUSSION BY SEGMENT

     Commercial Trailer Products. Revenues decreased 20.2% driven by a new
      trailer sales of 9,400 units, a 3,400 unit reduction from last year.
      Management is determined to improve pricing on their products and to
      recover material costs, their average selling price rose 10.7% during the
      quarter leading to a 790 bps improvement in gross margin to 11.9%.
      Operating income increased to $12.8M which is $5.3M higher than the same
      period last year.

     Diversified Products. Revenue increased $111.1M or 343.8% as the
      inclusion of Walker contributed $122.5M in the current quarter. Gross
      margins down from 18.3% to 16.6% mainly driven by the inclusion of
      Walker to their business model. Other factors are the Wabash Composites
      business and productivity improvements in the Wabash Wood Products
      business. Operating income increased to $15.3M due to acquisition related
      expenses (Walker) compared to last quarter.

     Retail&Distribution. Revenue increased 28.7% to $47M due to an increase
      in new trailer shipments and six tank trailer parts and service retail locations,
      which accounted for approxiamtely $7.5M of net sales for 4Q12. Gross
      margin of 9.6% increased 290 bps YoY due to the lower mix of new trailer
      sales. Operating income increased $0.9M primarily driven by the additional
      locaions and favorable parts and service volume during the quarter.

     Reversal of Deferred Tax Asset and Other Modeling Changes. With the
      reversal in the valuation allowance, WNC now can utilize its $111 million in
      Net Operating Loss Carryforwards, with $92 million available in 2013.
      While the company will now accrue income taxes as a 40% rate per GAAP,
      its cash tax rate will be largely unchanged in 2013, and only moderately
      affected in 2014. Our EPS estimates will change as we had accrued only
      partial 2013 taxes in our estimates. Aside from this, the new level of capital
      spending is about $20 million per year, up from $13 million, but depreciation
      is annualizing close to $32, meaning that we continue to see free cash flow
      generation of about $120 million in 2013 and over $140 mil in 2014.




                                                                              Page 2
                                                                                                                                             February 7, 2013
           4Q12 SNAPSHOT
           See the table below for a detailed comparison of results vs. our forecast.
Wabash National Corporation
Quarterly Comparison of Operating Results

                                            Actual    Estimate    Actual                YOY Analysis                  Variance: Actual vs. Estimate
                                              4Q11      4Q12e       4Q12 $ Change          % Ch.       EPS Impact    $ Delta       % Chg     EPS Impact
INCOME STATEMENT
Commercial Trailer Products                    323        302        258      ($65.4)       -20.2%         ($0.95)     ($43.5)      -14.4%       ($0.61)
Diversified Products                            32        136        143       111.1        343.8%           1.62         7.3         5.4%         0.10
Retail & Distribution                           36         48         47        10.4         28.7%           0.15        (1.3)       -2.7%        (0.02)
Intercompany and other                         (18)       (28)       (32)      (14.3)        79.1%          (0.21)       (4.0)       14.0%        (0.06)
Total Sales                                    342        457        416        74.1         21.7%           1.08       (41.4)       -9.1%        (0.58)
Consolidated COGS                             (321)      (401)      (362)      (40.4)        12.6%          (0.59)       39.7        -9.9%         0.56
Consolidated Gross Profits                      21         56         54        33.7        163.0%           0.49        (1.7)       -3.1%        (0.02)
General & Administrative Expenses               (9)       (20)       (14)       (5.3)        61.7%          (0.08)        6.4       -31.7%         0.09
Selling Expenses                                (4)        (5)       (11)       (7.5)       205.0%          (0.11)       (5.9)      112.3%        (0.08)
Total Operating Income                           8         30         29        20.8            NM           0.30        (1.3)       -4.1%        (0.02)
Interest Expense                                (1)        (8)        (8)       (6.8)       715.7%          (0.10)        0.5        -6.4%         0.01
Other (Income), Net                              0          1          0         0.2        558.3%           0.00        (0.8)          NM        (0.01)
Pretax Income                                    7         23         22        14.2            NM           0.21        (1.5)       -6.5%        (0.02)
Income Taxes                                    (0)        (1)         0         0.0            NM           0.00         0.9           NM         0.01
Net Income (Before Pfd. Divs.)                   7         22         22        14.2            NM           0.21        (0.6)       -2.9%        (0.01)
Cumulative Preferred Stock Dividends             0          0          0         0.0            NM           0.00         0.0           NM         0.00
Net Income                                       7         22         22        14.2            NM           0.21        (0.6)       -2.9%        (0.01)
Extraordinary Charges                            0          0          0         0.0            NM           0.00        (0.2)          NM        (0.00)
Net Income                                       7         23         22        14.2            NM           0.21        (0.8)       -3.7%        (0.01)
Average Diluted Shares Out                    68.4       68.4       68.6         0.3          0.4%          (0.00)        0.2         0.3%        (0.00)
EPS - Operating                              $0.11      $0.33      $0.32       $0.21            NM          $0.21      ($0.01)       -3.2%       ($0.01)
EPS - Reported                               $0.11      $0.33      $0.32       $0.21            NM          $0.21      ($0.01)       -4.0%       ($0.01)


Gross Margin                                  6.0%      12.3%     13.1%        7.0%                                      0.8%
Incremental Gross Margin                                30.7%     45.4%       45.4%                                     14.8%
G&A as % of Revenue                           2.5%       4.4%      3.3%        0.8%                                     -1.1%
Selling as % of Revenue                       1.1%       1.2%      2.7%        1.6%                                      1.5%
Operating Margin                              2.5%       6.7%      7.0%        4.6%                                      0.4%
Incremental Operating Margin                            19.1%     28.1%                                                  9.0%
Tax Rate                                     0.3%        3.7%      0.0%        -0.3%                                    -3.7%
Net Margin                                   2.2%        4.9%      5.2%         3.0%                                     0.3%


                                            Actual    Estimate    Actual                YOY Analysis                  Variance: Actual vs. Estimate
OPERATING INFORMATION                         4Q11      4Q12e       4Q12    $ Change          % Ch.                    $ Delta       % Chg
Net Sales Growth
Manufacturing                               43.3%        0.0%     -20.2%      -63.5%                                   -20.2%
Retail & Distribution                       42.3%        0.0%      28.7%      -13.6%                                    28.7%
Total Sales Growth                          41.5%        0.0%      21.7%      -19.8%                                    21.7%

Gross Margins:
Commerical Trailers                          4.0%        9.8%     11.9%         7.9%                                     2.1%
Diversified Products                        18.3%       17.5%     16.6%        -1.8%                                    -0.9%
Retail & Distribution                        6.8%        9.4%      9.6%         2.9%                                     0.3%
Consolidated Grosst Margin                   6.0%       11.8%     13.0%         7.0%                                     1.2%

Manufacturing
Trailer Sales - ACT                          58,796    66,072     66,072       7,276          12.4%                         0         0.0%
Manuf. Mkt. Share--% of Factory Sales        21.8%      20.4%      14.2%       -7.5%         -34.6%                     -6.2%
Manufacturing Units (incl Duraplate)        12,800     13,500      9,400      (3,400)        -26.6%                    (4,100)      -30.4%
Avg Sales Price                             21,628     23,534     33,798      12,171          56.3%                    10,265        43.6%
Revenues                                       277        318        318          41          14.8%                         0         0.0%

Diversified Products Group
Walker Units                                    0         400        400         400                                           0      0.0%
Avg Sales Price                                 0     110,000    110,000     110,000                                           0      0.0%
Walker Revenues                                (0)         44         44          44                                           0      0.0%
Total Revenues                                 32         136        143         111        343.8%                             7      5.4%

Retail & Distribution
Trailer Sales - ACT                          58,796     66,072     66,072      7,276         12.4%                          0         0.0%
Manuf. Mkt. Share--% of Factory Sales         1.4%       1.2%       2.6%        1.2%         89.1%                       1.4%
Manufacturing Units (incl Duraplate)           800        800      1,700         900        112.5%                        900       112.5%
Average Sales Price                         22,100     25,919     24,076       1,976         8.9%                      (1,843)       -7.1%
Revenues                                        15         15         15           0          0.5%                          0         0.0%

ACT Information (Sales)
 Dry Vans                                   34,078        -          -       (34,078)       -100.0%
 Refers                                      8,464        -          -        (8,464)       -100.0%
 Total Van                                  42,542        -          -       (42,542)       -100.0%
 Total Tank                                 10,246        -          -       (10,246)       -100.0%
 Total Trailer                              54,951     61,350     61,350       6,399          11.6%

WNC Total Unit Sales                        13,600     14,300     11,100      (2,500)        -18.4%                    (3,200)      -22.4%
 % Industry                                  24.7%      23.3%      18.1%      -39.1%


Source: Company reports and Sterne Agee estimates




                                                                                                                                                           Page 3
                                                                                                                                                           February 7, 2013
Annual Income Statement

Wabash National Corporation
Annual Income Statements
Dollars In Millions, FY Ends Dec 31
2/6/13                                      Last Peak
INCOME STATEMENTS                                2005    2006       2007       2008       2009       2010        2011     2012e     2013e     2014e    Next Peak
Commercial Trailer Products                    1,071    1,198       953        745        276        561       1,071      1,063     1,240     1,459        1,666
Diversified Trailer Products                                                                17         43        107        367       535       570          625
Retail & Distribution                            245       191       150        142         65         89        125        145       200       240          267
Intercompany and other                          (103)      (77)      (63)       (51)       (20)       (53)      (116)      (114)     (125)     (130)        (140)
Total Sales                                    1,214     1,312     1,103        836       338        640       1,187      1,462     1,850     2,139        2,417
Consolidated COGS                             (1,079)   (1,208)   (1,011)      (815)     (361)      (615)     (1,121)    (1,298)   (1,626)   (1,877)      (2,114)
Consolidated Gross Profits                       135       104        92         21        (23)        28          67       164       224       262          303
General & Administrative Expenses                (39)      (51)      (50)       (44)       (32)       (33)        (34)      (55)      (56)      (57)         (63)
Selling Expenses                                 (15)      (15)      (16)       (14)       (11)       (11)        (13)      (24)      (24)      (25)         (24)
Total Operating Income                            80        38        26        (37)       (66)       (15)         20        85       144       180          216
Interest Expense                                  (6)       (7)       (6)        (5)        (4)        (4)         (4)      (22)      (26)      (19)         (10)
Other (Income), Net                                0         0         4         (0)       (34)        10           0        (0)        1         0            0
Pretax Income                                     74        32        25        (42)     (105)        (10)         16        63       119       161          206
Income Taxes                                       0        (7)       (8)       (17)         3          0          (0)        0       (45)      (63)         (83)
Net Income (Before Pfd. Divs.)                    74        25        16        (60)     (102)        (10)         16        63        74        98          124
Cumulative Preferred Stock Dividends               0         0         0          0         (3)        (3)          0         0         0         0            0
Net Income - Operating                            74        25        16        (60)     (105)        (13)         16        63        74        98          124
Extraordinary Charges                             37       (15)        0        (66)         0      (146)          (1)       42         0         0            0
Net Income - Reported                            111         9        16       (126)     (105)      (159)          15       105        74        98          124
Average Diluted Shares Out                      36.3      31.4      31.3       29.9      30.2       49.8        68.4       68.6      68.5      67.5         65.2
EPS - Operating                                $2.04     $0.79     $0.52     ($1.99)   ($3.48)    ($0.26)      $0.23      $0.92     $1.08     $1.45        $1.90
EPS - Reported                                 $3.06     $0.30     $0.52     ($4.21)   ($3.48)    ($3.20)      $0.22      $1.53     $1.08     $1.45        $1.90
First Call Consensus                                                                                                                $1.29     $1.75

Growth:
Sales Growth                                   16.6%      8.1%    -16.0%     -24.2%    -59.6%      89.6%       85.4%      23.1%    26.5%     15.6%
Net Income Growth                              25.6%    -66.5%    -34.3%    -465.4%     71.1%     -90.4%     -260.3%     300.9%    17.1%     32.9%

Margins:
Consolidated Operating Margin                   6.6%      2.9%     2.4%      -4.5%     -19.6%     -2.4%         1.7%      5.8%      7.8%      8.4%          9.0%
Incremental Consolidated Operating Margin       6.3%    -42.4%     5.6%      24.0%       5.7%     16.8%         6.4%     23.7%     15.3%     12.4%
Gross Margin                                   11.1%      8.0%     8.3%       2.5%      -6.8%      4.4%         5.6%     11.2%     12.1%     12.2%        12.6%
Selling / Revenues                              1.3%      1.1%     1.4%       1.7%       3.3%      1.7%         1.8%      1.8%      1.8%      1.8%         1.9%
EBITDA Margin                                   7.9%      4.5%     4.2%      -1.9%     -13.8%      0.2%         3.0%      7.6%      9.5%      9.9%        10.4%
G&A / Revenues                                  3.2%      3.9%     4.5%       5.3%       9.5%      5.1%         2.9%      3.8%      3.0%      2.7%         2.6%
Net Margin                                      6.1%      1.9%     1.5%      -7.1%     -30.1%     -1.5%         1.3%      4.3%      4.0%      4.6%         5.1%

Fundamentals:
Cash Dividends Per Share                       $0.00    $0.00     $0.00       $0.00    $0.00      $0.00       $0.00       $0.00    $0.00     $0.12
Income Tax Rate                                   NM    21.7%     34.0%      -40.2%     2.9%       0.5%        0.8%        2.0%    38.0%     39.0%        40.0%
Operating EBITDA                                  96       59        46         (16)     (47)         1          35         110      175       212          250
   Net Operating Loss                                                                    167        176         166         103       35        35             0

Division Operating Income
Commercial Trailer Products                       75        37       31         (33)      (57)        (3)         19         47       64        88          111
Diversified Trailer Products                       0         0        0           0         0          0          15         50       83        89          100
Retail & Distribution                              3         2       (4)         (6)       (9)        (1)         (0)         3        7        12           13
Eliminations and Other                             2       (16)      (1)        (65)        0        (12)        (13)       (15)     (10)       (9)          (8)
   Total                                                                                             (15)         20         85      144       180          216
Source: Company reports and Sterne Agee estimates




                                                                                                                                                                    Page 4
                                                                                                                                                               February 7, 2013
Quarterly Income Statement

Wabash National Corporation
Quarterly Income Statements
Dollars In Millions, FY Ends Dec 31
2/6/13
                                              1Q11      1Q12    1Q13a      2Q11    2Q12p    2Q13a      3Q11       3Q12    3Q13e      4Q11    4Q12e    4Q13e
Commercial Trailer Products                    200       243      257       264      281      312       317        281      343       323      258      329
Diversified Trailer Products                    20        32      124        27       77      133        27        116      134        32      143      144
Retail & Distribution                           27        25       32        39       33       42        34         40       53        36       47       73
Intercompany and other                         (25)      (22)     (31)      (16)     (28)     (32)      (15)       (31)     (33)      (18)     (32)     (29)
Total Sales                                    222       278      382       287      362      455       336        406      497       342      416      516
Consolidated COGS                             (205)     (258)    (336)     (271)    (323)    (398)     (323)      (356)    (436)     (321)    (362)    (456)
Consolidated Gross Profits                      17        20       46        16       40       56        13         50       61        21       54       61
General & Administrative Expenses              (10)       (9)     (14)       (8)     (12)     (14)       (8)       (13)     (15)       (9)     (14)     (13)
Selling Expenses                                (3)       (3)      (4)       (3)      (5)      (5)       (3)        (7)      (7)       (4)     (11)      (8)
Total Operating Income                           4         7       28         5       22       37         2         30       40         8       29       40
Interest Expense                                (1)       (1)      (7)       (1)      (5)      (7)       (1)        (8)      (7)       (1)      (8)      (5)
Other (Income), Net                              0        (0)      (1)       (0)      (0)      (1)        0         (1)       1         0        0        2
Pretax Income                                    3         6       20         4       17       29         1         22       34         7       22       37
Income Taxes                                     0         0       (8)       (0)      (1)     (11)       (0)        (1)     (13)       (0)       0      (14)
Net Income (Before Pfd. Divs.)                   3         7       12         4       16       18         1         20       21         7       22       23
Cumulative Preferred Stock Dividends             0         0        0         0        0        0         0          0        0         0        0        0
Net Income                                       3         7       12         4       16       18         1         20       21         7       22       23
Extraordinary Charges                            0        (2)       0        (1)     (14)       0         0         (2)       0         0        0        0
Net Income                                       3         5       12         3        2       18         1         18       21         7       22       23
Average Diluted Shares Out                    68.0      68.6     69.0      68.1     68.6     69.0      68.1       68.4     69.0      68.4     68.6     67.0
EPS - Operating                              $0.05     $0.10    $0.18     $0.06    $0.23    $0.26     $0.02      $0.30    $0.30     $0.11    $0.32    $0.34
EPS - Reported                               $0.05     $0.07    $0.18     $0.05    $0.03    $0.26     $0.02      $0.26    $0.30     $0.11    $0.32    $0.34
First Call Consensus                                            $0.26                       $0.34                         $0.38                       $0.32

Growth:
Sales Growth                                 183.6%    25.1%    37.6%      91.8%    26.2%   25.4%      96.9%     20.7%    22.4%     41.5%     21.7%   24.2%
Net Income Growth                           -126.3%   107.0%    84.0%    -170.5%   293.4%   14.0%    -156.3%   1758.9%     3.1%    261.9%    190.9%    5.3%

Margins:
Consolidated Operating Margin                 1.8%     2.6%      7.4%      1.8%     6.1%     8.0%      0.7%      7.5%      8.0%     2.5%      7.0%     7.7%
Incremental Consolidated Operating Margin    10.6%     5.6%     20.2%      7.9%    22.6%    15.7%      3.9%     40.5%     10.3%     5.4%     28.1%    10.3%
Gross Margin                                  7.4%     7.1%     12.1%      5.7%    10.9%    12.3%      4.0%     12.3%     12.3%     6.0%     13.1%    11.7%
Selling / Revenues                            1.3%     1.3%      1.0%      1.1%     1.5%     1.2%      0.9%      1.8%      1.3%     1.1%      2.7%     1.6%
EBITDA Margin                                 3.6%     3.9%      7.4%      3.1%     8.1%     8.0%      1.8%      9.2%      8.0%     2.5%      8.9%     7.7%
G&A / Revenues                                4.3%     3.3%      3.7%      2.8%     3.3%     3.1%      2.3%      3.1%      3.0%     2.5%      3.3%     2.5%
Net Margin                                    1.5%     2.4%      3.2%      1.4%     4.3%     3.9%      0.3%      5.0%      4.2%     2.2%      5.2%     4.4%

Fundamentals:
Cash Dividends Per Share
Income Tax Rate                               0.0%     -5.5%    38.0%     20.0%     5.0%    38.0%     25.0%      5.0%     38.0%     0.3%      0.0%    38.0%
Operating EBITDA                                 8        11       28         9       29       37         6        37        40        8        37       40
   Net Operating Loss                          176       158                176      141                176                          166

Division Operating Income
Commercial Trailer Products                      6         6        6         3       14       14         2        15        20         7       13       17
Diversified Trailer Products                     3         5        5         5       23       23         2        16        22         5       20       23
Retail & Distribution                           (0)       (0)      (0)       (0)       0        0         0         1         1        (0)       1        5
Eliminations and Other                          (4)       (6)      (6)       (3)     (15)      (1)       (2)       (1)       (4)       (3)      (4)      (5)
   Total                                         4         5        5         5       22       37         2        30        40         9       29       40


Source: Company reports and Sterne Agee estimates




                                                                                                                                                                       Page 5
                                                                                                                                                February 7, 2013
Annual Cash Flow Statement
Wabash National Corporation
Estimated Changes In Finanicial Position
Dollars In Millions, FY Ends Dec 31
CASH FLOWS                                      2005    2006     2007       2008      2009       2010      2011      2012e    2013e    2014e         Next Peak
Net Income                                     $111       $9     $16      ($126)    ($102)     ($142)      $15       $106       $74      $98             $124
Depr. & Amortization                              16      21       19         21        20         17        16         26       31       32                34
Deferred Taxes & Other Non-Cash                  (37)     26        9         89        37       125          4        (47)      40       55                30
Operating Cash Flow                               90      56       45        (15)      (45)         0        35         84      145      185              188
Capital Expenditures                             (31)    (13)      (7)       (13)       (1)        (2)       (7)       (15)     (20)     (20)              (20)
Property Disposals                                12       7        0          0         0          2         0          1        0        0                 0
Change In Working Capital                        (39)     (4)      15         46        38        (31)      (36)        (8)      (5)     (20)              (10)
Preferred Dividends                                0       0        0          0        (3)         0         0          0        0        0                 0
Free Cash Flow                                    31      46       53         18       (10)       (31)       (8)        62      120      145              158
Acquisitons / Divestitures                         0     (69)      (5)         0         0          0         0       (367)       0        0                 0
Dividends                                         (4)     (6)      (6)        (6)        0          0         0          0        0       (8)              (10)
Gains on Sale                                      0       0        0          0         0          0         0          0        0        0                 0
Treasury Stock                                    (3)     (9)     (12)         0         0          0        (1)        (1)     (15)     (20)              (30)
Other (Incl. Mkt Sec.)                             0       0        0          0        (1)        (0)       (2)        (5)      (5)      (5)               (5)
Net Cash Flow                                     24     (38)      31         13       (12)       (31)      (11)      (311)     100      112              113
Additions To Debt-net                             (2)     (1)     (20)       (24)      (52)        26         9        (67)    (100)    (100)                0
Preferred Issuance                                 0       0        0          0        35        (48)        0        438        0        0                 0
Stock Issuances                                    4       1        0          0         0         72         0          0        0        0                 0
Additions To Cash & Inv.                          25     (38)      11        (11)      (29)        20        (1)        61       (0)      12              113

Cash (End of Period)                             68      30       41         30         1         21        20         81       81       93               113
Investments                                       0       0        0          0         0          0         0          0        0        0                 0

CAPEX % Revs                                   1.6%     0.4%     0.6%      1.5%      0.2%       0.0%       0.6%      1.0%     1.1%     0.9%               0.8%
Free Cash Flow per Share                   $   0.86 $   1.46 $   1.68 $    0.61 $   (0.34) $   (0.62) $   (0.12) $   0.90 $   1.75 $   2.15      $        2.42
FCF Margin                                     2.6%     3.5%     4.8%      2.2%     -3.1%      -4.8%      -0.7%      4.2%     6.5%     6.8%               6.5%
EBITDA                                           96       59       46       (16)      (47)         1         35       110      175      212                250


Source: Company reports and Sterne Agee estimates




                                                                                                                                                                  Page 6
                                                                                                                  February 7, 2013
Annual Balance Sheet

Wabash National Corporation
Historical Balance Sheets
Dollars In Millions, FY Ends Dec 31
                                             2005    2006    2007    2008      2009     2010    2011   2012e   2013e   2014e
ASSETS
Cash & Equivalents                            67      30      41       30        1       21      20      81      81      93
Trade Receivables                            131     110      69       38       17       38      52      97     113     132
Inventories                                  108     133     113       93       52      111     190     189     192     177
Other Current                                 50      31      19        5        7        2       2      51      53      55
Current Assets                               357     304     242      166       77      172     264     418     438     458
PP&E, net                                    139     129     122      122      109       99      97     132     104     104
Goodwill                                      33      67      66        0        0        0       0     146     146     146
Other                                         20      56     173       88       38       38      27     206     211     216
TOTAL ASSETS                                 549     556     484      332      224      303     388     903     899     924

LIABILITIES & EQUITY
Accrued Expenses                             143     149      95       88      112      110     167     192     245     291
Current Maturities Of LT Debt                  1       0       0       80        0        1       4       5       0       0
Current Liabilities                          143     149      95      169      112      111     171     197     245     291
Long-Term Debt                               125     125     105        5       28       59      65     417     317     217
Other Liab                                     2       4       4        5        8        4       6      20      10      10
Redeemable Common                              0       0       0        0       22        0       0       0       0       0
Shareholders' Equity                         279     278     280      153       53      129     146     269     328     406
TOTAL LIABILITIES & EQUITY                   549     556     484      332      224      303     388     903     899     924


Working Capital                               213     155     147       (3)     (35)      61      93     221     193     166
Current Ratio                                2.49    2.04    2.54    0.98      0.69     1.56    1.54    2.13    1.79    1.57
LT Debt/Total Capital                       30.8%   30.7%   26.9%    2.9%     31.7%    30.7%   29.9%   59.0%   48.4%   34.3%
Total Debt/ Total Capital                   31.3%   31.7%   28.0%   37.0%     40.3%    33.1%   33.8%   62.2%   49.9%   35.9%

Estimated Operating Rent Payment               2       2       5        4         3       2       2       2       2       2
Off-Balance Sheet Debt Multiple              7.0     7.0     7.0      7.0       7.0     7.0     7.0     7.0     7.0     7.0
Estimated Off-Balance Sheet Debt              17      14      32       27        19      11      11      11      11      11
Average Interest Rate                       5.1%    5.5%    5.0%     4.9%      7.7%    9.4%    6.4%    8.9%    7.0%    7.1%



Source: Company reports and Sterne Agee estimates




                                                                                                                               Page 7
                                                                                                                        February 7, 2013


                                                      APPENDIX SECTION
Company Description:
Wabash National Corporation is one of the largest manufacturers of truck trailers in the country. Headquartered in Lafayette, Indiana,
the company has held a #1 or #2 position in the market for Dry Van trailers, and also has a top 3 position in the market for Refrigerated,
Platform and Dump trailers. The company's roster of key customers is primarily comprised of the largest trucking fleets in the country.
WNC also provides parts and aftermarket support for its products through its dealership network.

IMPORTANT DISCLOSURES:
Regulation Analyst Certification:
I, Jeffrey A. Kauffman, Sal Vitale and Ryan Mueller, hereby certify the views expressed in this research report accurately reflect my
personal views about the subject security(ies) or issuer(s). I further certify that no part of my compensation was, is, or will be, directly
or indirectly, related to the specific recommendations or views expressed by me in this report.

Research Disclosures:
Sterne, Agee & Leach, Inc. makes a market in the following subject company Wabash National Corp.
Sterne, Agee & Leach, Inc.'s research analysts receive compensation that is based upon various factors, including Sterne, Agee & Leach,
Inc.'s total revenues, a portion of which is generated by investment banking activities.
Sterne Agee & Leach, Inc. expects to receive or intends to seek compensation for investment banking services from the subject company
and/or companies in the next three months.

Price Target Risks & Related Risk Factors:
Investment risks associated with the achievement of the price target include, but are not limited to, a company's failure to achieve
Sterne, Agee & Leach, Inc., earnings and revenue estimates; unforeseen macroeconomic and/or industry events that adversely affect
demand for a company's products or services; product obsolescence; changes in investor sentiment regarding the specific company or
industry; intense and rapidly changing competitive pressures; the continuing development of industry standards; the company's ability
to recruit and retain competent personnel; and adverse market conditions. For a complete discussion of the risk factors that could
affect the market price of a company's shares, refer to the most recent Form 10-Q or 10-K that a company has filed with the Securities
Exchange Commission.
Company Specific Risks:
Risks to our investment thesis and price target are as follows:
Economy. Although we believe some part of our thesis about the truck industry is working in a lackluster economy, a double-dip recession
would delay the magnitudes of the order cycle, and could push the company into financial distress.
Commodity Prices. In the trucking industry, capital expenditures are generally cash intensive in nature, and any rise in commodity
prices such as diesel fuel saps cash that could otherwise go toward CAPEX purchases. As we witnessed this spring, if fuel prices rise
dramatically, plans to begin fleet replacement could be put on hold. In addition, nearly 74% of WNC's expenses are materials related.
The company is not able to hedge wood, aluminum or steel costs effectively, and a spike in any could impair margins.

Valuation Methodology:
Methodology for assigning ratings and target prices includes qualitative and quantitative factors including an assessment of industry
size, structure, business trends and overall attractiveness; management effectiveness; competition; visibility; financial condition; and
expected total return, among other factors. These factors are subject to change depending on overall economic conditions or industry
or company-specific occurrences. Sterne, Agee & Leach, Inc., analysts base valuations on a combination of forward looking earnings
multiples, price-to-revenue multiples, and enterprise-value-to-revenue ratios. Sterne, Agee & Leach, Inc., believes this accurately reflects
the strong absolute value of earnings, the strong earnings growth rate, the inherent profitability, and adjusted balance sheet factors.
Additional company-specific valuation methodology is available through Sterne, Agee & Leach, Inc.

Company Specific Valuation:
Valuation on 2012 fundamentals is roughly $16, using a variety of methodologies, ranging from EV/Sales to EV/EBITDA to mid-cycle
P/E. Generally, P/E and EV/EBITDA are the more consistent measures, but given near-term EPS uncertainty, we are also utilizing others
such as EV/Sales.
Valuation on peak cycle implies upside into the low $20s. Discounting that back an extra two years provides a mid- to upper-teen range
over the course of the economic cycle. While it is too early to rely on this valuation at this point, it provides a reference of where this
stock could go if the cycle proves to be regular.


                                                                                                            Appendix Section, Page I
                                                                                                                      February 7, 2013

Definition of Investment Ratings:
BUY: We expect this stock to outperform the industry over the next 12 months.
NEUTRAL: We expect this stock to perform in line with the industry over the next 12 months.
UNDERPERFORM: We expect this stock to underperform the industry over the next 12 months.
RESTRICTED: Restricted list requirements preclude comment.

Ratings Distribution:
                                                                                                       IB Serv./ Past 12Mos.
Rating Category                       Count                     Percent                  Count                    Percent
Buy                                   217                       48.01%                   19                       8.76%
Neutral                               219                       48.45%                   14                       6.39%
Underperform                          16                        3.54%                    0                        0.00%

ADDITIONAL INFORMATION AVAILABLE UPON REQUEST: Contact Robert Hoehn at 1-212-338-4731.
Other Disclosures:
Opinions expressed are our present opinions only. This material is based upon information that we consider reliable, but we do not
represent that it is accurate or complete, and it should not be relied upon as such. Sterne, Agee & Leach, Inc., its affiliates, or one or
more of its officers, employees, or consultants may, at times, have long or short or options positions in the securities mentioned herein
and may act as principal or agent to buy or sell such securities.
Copyright © 2013 Sterne, Agee & Leach, Inc. All Rights Reserved.




To receive price charts or other disclosures on the companies mentioned in this report, please visit our website at https://
sterneagee.bluematrix.com/sellside/Disclosures.action or contact Sterne, Agee & Leach, Inc. toll-free at (800) 240-1438 or
(205) 949-3689.




                                                                                                         Appendix Section, Page II
                       Founded in 1901, Sterne Agee has been providing investors like you with high-quality investment opportunities for over a century. During the
                       early years, our founders prominently established themselves in the financial securities industry in the southeastern United States. Today, we
                       have expanded to serve all regions of the country. Sterne, Agee is headquartered in Birmingham, Alabama with offices in 22 states. Sterne
                       Agee is one of the largest independent firms in the country. Sterne, Agee & Leach, Inc. is a division of Sterne Agee Group, Inc., which also
                       includes The Trust Company of Sterne, Agee & Leach, Inc.; Sterne Agee Asset Management, Inc.; Sterne Agee Clearing, Inc.; and Sterne Agee
                       Financial Services, Inc.—www.sterneagee.com

                                                              EQUITY CAPITAL MARKETS
                                         Ryan Medo             Managing Dir., Eq. Cap. Mkts.              (205) 949-3623


                      INSTITUTIONAL SALES                                                                     INSTITUTIONAL TRADING
William Jump       Director of Institutional Sales            (404) 814-3960           JT Cacciabaudo        Head of Trading                           (212) 763-8288
Jon Schenk         Assoc. Director of Inst. Sales             (212) 763-8221

                                                                    EQUITY RESEARCH
                                         Robert Hoehn           Director of Research                      (212) 338-4731
CONSUMER                                                                               INDUSTRIALS
 Interactive Entertainment / Internet                                                    Aerospace & Defense
  Arvind Bhatia, CFA                   Mng. Dir.              (214) 702-4001              Peter Arment                         Mng. Dir.               (646) 376-5336
  Brett Strauser                       VP, Analyst            (214) 702-4009              Josh W. Sullivan                     Sr. Analyst             (646) 376-5337

  Footwear & Apparel
                                                                                          Auto, Auto Parts and Auto Retailers
  Sam Poser                            Mng. Dir.              (212) 763-8226
                                                                                          Michael P. Ward, CFA                 Mng. Dir.               (646) 376-5375
  Ben Shamsian                         Analyst                (212) 338-4721

  Leisure & Entertainment                                                                 Coal, Metals & Mining, Engineering & Construction
  David Bain                           Mng. Dir.              (949) 721-6651              Michael S. Dudas, CFA                Mng. Dir.               (646) 376-5329
                                                                                          Satyadeep Jain, CFA                  Analyst                 (646) 376-5357
  Restaurants                                                                             Patrick Uotila, CPA                  Analyst                 (646) 376-5358
  Lynne Collier                        Mng. Dir.              (214) 702-4045
                                                                                          Construction Materials & Diversified Industrials
ENERGY                                                                                    Todd Vencil, CFA                     SVP, Sr. Analyst       (804) 282-7385
  Exploration & Production                                                                Kevin Bennett, CFA                   VP, Analyst            (804) 282-4506
  Tim Rezvan, CFA                      Sr. Analyst            (212) 338-4736
                                                                                       HEALTHCARE
  Oilfield Services & Equipment                                                           Pharmaceutical Services
  Stephen D. Gengaro                   Mng. Dir.              (646) 376-5331              Greg T. Bolan                        Mng. Dir.              (615) 760-1469
  Grant Fox                            Analyst                (212) 338-4723              Himanshu Rastogi, PhD, CFA           VP, Analyst            (615) 760-1478
FINANCIAL SERVICES                                                                     TECHNOLOGY
  Asset Management                                                                       Data Networking and Storage
  Jason Weyeneth, CFA                  SVP, Sr. Analyst       (212) 763-8293              Alex Kurtz                           Mng. Dir                (415) 402-6015
                                                                                          Amelia Harris                        Analyst                 (415) 402-6018
  Banks & Thrifts
  Matthew Kelley                       Mng. Dir.              (207) 699-5800              Financial Technology
  Matthew Breese                       VP, Sr. Analyst        (207) 699-5800              Greg Smith                           Mng. Dir                (818) 615-2029
  Brett Rabatin, CFA                   Mng. Dir.              (615) 760-1466              Jennifer Dugan                       Analyst                 (415) 402-6051
  Kenneth James                        VP, Sr. Analyst        (615) 760-1474
  Peyton Green                         Mng. Dir.              (877) 492-2663              Hardware, Mobile Devices, IT Supply Chain
  Zachary Wollam                       VP, Analyst            (615) 760-1468              Shaw Wu                               SVP, Sr. Analyst       (415) 362-7431
  Todd L. Hagerman                     Mng. Dir.              (212) 338-4744
  Robert Greene                        VP, Analyst            (212) 763-8296              LED Supply Chain
                                                                                          Andrew Huang                         Mng. Dir.               (415) 362-6143
  Life Insurance                                                                          John Shen                            Analyst                 (415) 402-6052
  John M. Nadel                        Mng. Dir.              (212) 338-4717
  Alex Levine                          Analyst                (212) 338-4748              Semiconductors
                                                                                          Vijay Rakesh                         Mng. Dir.               (312) 525-8431
  Mortgage Finance & Specialty Finance
  Henry J. Coffey, Jr., CFA            Mng. Dir.              (615) 760-1472           TRANSPORTATION, SERVICES & EQUIPMENT
  Calvin Hotrum                        Analyst                (615) 760-1476              Jeffrey A. Kauffman                  Mng. Dir.               (212) 338-4765
                                                                                          Sal Vitale                           VP, Sr. Analyst         (212) 338-4766
  Property/Casualty Insurance                                                             Ryan Mueller                         Analyst                 (212) 338-4732
  Dan Farrell                          Mng. Dir.              (212) 338-4782
  Nitin Chhabra, FCAS                  Analyst                (212) 338-4779




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