Quarterly revenue of $464 million; within prior quarterly outlook range
Non-cash charge of $450 million taken in connection with legal verdict. Believe outcome is unsupported by facts or the law; evaluating all available legal options
GAAP operating loss of $433 million or Non-GAAP adjusted operating income of $17.0 million
Quarterly GAAP EPS of $(7.53) or Non-GAAP adjusted EPS of $0.19
Total backlog of $1.0 billion; Anticipate greater order flow toward the later stages of normal seasonality
2024 revenue outlook reduced to $1.95B, Non-GAAP adjusted EPS outlook reduced to $1.25, excluding impact of legal charge

LAFAYETTE, Ind., Oct. 24, 2024 (GLOBE NEWSWIRE) -- Wabash (NYSE:WNC), the innovation leader of connected solutions for the transportation, logistics and distribution industries, today reported results for the quarter ended September 30, 2024.

The Company's net sales for the third quarter of 2024 were $464.0 million, reflecting a 26.7% decrease compared to the same quarter of the previous year. The Company achieved consolidated gross profit of $56.0 million, equivalent to 12.1% of sales. GAAP operating loss amounted to $433.0 million as the company recognized a $450 million non-cash charge in connection with a legal verdict. Non-GAAP adjusted operating income was $17.0 million for the quarter, representing 3.7% of sales. Third quarter GAAP diluted earnings per share was $(7.53) or $0.19 on a Non-GAAP adjusted basis.

As of September 30, 2024, total Company backlog stood at approximately $1.0 billion, a decrease of 22% compared to the second quarter of 2024 as new order activity remained modest. While orders typically show a seasonal increase during the second half of the calendar year, it is usual for third quarter backlog to contract, with Q3 showing a sequential decline in 6 of the 10 years prior to 2024.

"During the third quarter, our GAAP EPS was $(7.53), primarily as a result of taking a $450 million non-cash charge as the result of a legal verdict, while non-GAAP adjusted EPS was $0.19," said Brent Yeagy, president and chief executive officer. "We firmly believe the outcome in this case is unsupported by the facts or the law. Additionally, the jury was not permitted to hear key evidence in the case. While we wait for the court to enter a final judgement for purposes of appeal, we are evaluating all of the legal options available to us. This situation will inevitably take time to be fully resolved, though we do not expect this verdict to impact our capital allocation priorities and strategy."

For the full-year ending December 31, 2024, the Company reduced its revenue outlook to roughly $1.95 billion and reduced its Non-GAAP adjusted EPS guidance to approximately $1.25.

"As customers continue to carefully manage their capital expenditure plans, we are rebalancing demand against capacity needs," explained Yeagy. "As a result, we have reduced our implied guidance for the fourth quarter. That said, as we continue to negotiate orders for 2025, we believe industry volumes for dry van trailers should be reasonably similar to 2024, while we expect to see improvement in parts & services, truck body, and tank trailers. We believe Wabash is well-positioned to capitalize on the next period of freight expansion and we are focused on continuing our progress toward achieving outsized strategic growth that is both more resilient and more profitable."

Business Segment Highlights

The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the third quarter of 2024 and 2023. A complete disclosure of the results by individual segment is included in the tables following this release.

	Wabash National Corporation
Three Months Ended September 30,		2024			2023
New Units Shipped
Trailers		7,585			10,765
Truck bodies		3,630			4,160

	Transportation Solutions						Parts & Services
Three Months Ended September 30,		2024			2023			2024			2023
	(Unaudited, dollars in thousands)
Net sales	$	415,506		$	582,870		$	52,324		$	56,441
Gross profit	$	44,938		$	107,549		$	11,071		$	15,361
Gross profit margin		10.8	%		18.5	%		21.2	%		27.2	%
Income from operations	$	29,162		$	89,413		$	8,316		$	12,358
Income from operations margin		7.0	%		15.3	%		15.9	%		21.9	%

During the third quarter, Transportation Solutions generated net sales of $415.5 million, a decrease of 28.7% compared to the same quarter of the previous year. Operating income for the quarter amounted to $29.2 million, representing 7.0% of sales.

Parts & Services' net sales for the third quarter were $52.3 million, a decrease of 7.3% compared to the prior year quarter. Operating income for the quarter amounted to $8.3 million, or 15.9% of sales.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, including adjusted EBITDA, free cash flow, adjusted operating income and margin, adjusted net income attributable to common stockholders, adjusted diluted earnings per share, adjusted segment EBITDA, and adjusted segment EBITDA margin. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated.

Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing adjusted EBITDA is useful for investors to understand the Company's performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor's understanding of the Company's operating performance. A reconciliation of adjusted EBITDA to net (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Free cash flow is defined as net cash provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company's performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by operating activities, is beneficial to an investor's understanding of the Company's operating performance. A reconciliation of free cash flow to cash provided by operating activities, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted operating income and margin, non-GAAP financial measures, exclude certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company's operating results as they are not indicative of the Company's core operating results or may obscure trends useful in evaluating the Company's continuing activities. Accordingly, the Company presents adjusted operating income and margin excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income and margin to provide investors with a better understanding of the Company's view of our results as compared to prior periods. Adjusted operating income margin is calculated by dividing adjusted operating income by total net sales. A reconciliation of adjusted operating income to operating (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.

Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company's prior year periods and, when combined with the GAAP presentation of net (loss) income and diluted net (loss) income per share, is beneficial to an investor's understanding of the Company's performance. A reconciliation of adjusted net income attributable to common stockholders and adjusted diluted earnings per share to net (loss) income attributable to common stockholders and diluted (loss) earnings per share, the most comparable GAAP financial measures, are included in the tables following this release.

Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company's segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales. A reconciliation of adjusted segment EBITDA to income from operations, the most comparable GAAP financial measure, is included in the tables following this release.

Information reconciling any forward-looking Adjusted EBITDA, Adjusted Operating Income, Adjusted Operating Income Margin, Free Cash Flow, Adjusted EBITDA Margin, and Adjusted EPS to GAAP financial measures is unavailable to us without unreasonable effort. We cannot provide reconciliations of the above noted forward looking non-GAAP measures to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort.

Third Quarter 2024 Conference Call

Wabash will discuss its results during its quarterly investor conference call on Thursday, October 24, 2024, beginning at 12:00 p.m. EDT. The call and an accompanying slide presentation will be accessible on the "Investors" section of the Company's website at www.onewabash.com. The conference call will also be accessible by dialing (800) 715-9871, conference ID 9986205. A replay of the call will be available on the site shortly after the conclusion of the presentation.

About

Wabash (NYSE:WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You^®. Headquartered in Lafayette, Indiana, the company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including: dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at www.onewabash.com.

Safe Harbor Statement

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company's current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company's outlook for trailer and truck body shipments, backlog, expectations regarding demand levels for trailers, truck bodies, non-trailer equipment and our other diversified product offerings, pricing, profitability and earnings, cash flow and liquidity, opportunity to capture higher margin sales, new product innovations, our growth and diversification strategies, our expectations for improved financial performance during the course of the year and our expectations with regards to capital allocation. These and the Company's other forward-looking statements are 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 the risks related to the Missouri product liability action and the unfavorable jury verdict, the highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company's manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes, costs of indebtedness, and our ability to execute on our long-term strategic plan. 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.

Media Contact:

Dana Stelsel

Director, Communications

(765) 771-5766

dana.stelsel@onewabash.com

Investor Relations:

Ryan Reed

VP, Corporate Development & IR

(765) 490-5664

ryan.reed@onewabash.com

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - dollars in thousands)

	September 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	81,842		$	179,271
Accounts receivable, net		238,657			182,990
Inventories, net		260,599			267,635
Prepaid expenses and other		58,388			51,457
Total current assets		639,486			681,353
Property, plant, and equipment, net		342,578			325,444
Goodwill		188,436			188,409
Deferred income tax asset		98,003			—
Intangible assets, net		77,357			86,418
Investment in unconsolidated entity		—			1,647
Other assets		109,476			79,543
Total assets	$	1,455,336		$	1,362,814
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—
Accounts payable		187,626			156,608
Other accrued liabilities		151,657			195,601
Total current liabilities		339,283			352,209
Long-term debt		396,970			396,465
Deferred income taxes		—			17,013
Other non-current liabilities		517,904			47,028
Total liabilities		1,254,157			812,715
Commitments and contingencies
Noncontrolling interest		659			603
Wabash National Corporation stockholders' equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 43,336,755 and 45,393,260 shares outstanding, respectively		781			774
Additional paid-in capital		687,801			677,886
Retained earnings		109,995			403,923
Accumulated other comprehensive losses		(3,125	)		(428	)
Treasury stock at cost, 34,796,209 and 32,128,755 common shares, respectively		(594,932	)		(532,659	)
Total Wabash National Corporation stockholders' equity		200,520			549,496
Total liabilities, noncontrolling interest, and equity	$	1,455,336		$	1,362,814

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - dollars in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Net sales	$	464,040		$	632,828		$	1,529,926		$	1,940,400
Cost of sales		408,031			509,918			1,307,813			1,550,436
Gross profit		56,009			122,910			222,113			389,964
General and administrative expenses		479,051			35,836			549,693			109,194
Selling expenses		7,125			6,086			22,103			20,164
Amortization of intangible assets		2,912			3,204			9,061			9,610
Impairment and other, net		(51	)		147			946			149
(Loss) income from operations		(433,028	)		77,637			(359,690	)		250,847
Other income (expense):
Interest expense		(4,958	)		(4,932	)		(14,894	)		(14,913	)
Other, net		1,384			844			4,565			1,706
Other expense, net		(3,574	)		(4,088	)		(10,329	)		(13,207	)
Loss from unconsolidated entity		(1,677	)		—			(4,578	)		—
(Loss) income before income tax expense		(438,279	)		73,549			(374,597	)		237,640
Income tax (benefit) expense		(108,406	)		18,068			(92,215	)		56,289
Net (loss) income		(329,873	)		55,481			(282,382	)		181,351
Net income attributable to noncontrolling interest		293			152			659			481
Net (loss) income attributable to common stockholders	$	(330,166	)	$	55,329		$	(283,041	)	$	180,870


Net (loss) income attributable to common stockholders per share:
Basic	$	(7.53	)	$	1.18		$	(6.33	)	$	3.82
Diluted	$	(7.53	)	$	1.16		$	(6.33	)	$	3.74
Weighted average common shares outstanding (in thousands):
Basic		43,832			46,906			44,700			47,373
Diluted		43,832			47,755			44,700			48,348

Dividends declared per share	$	0.08		$	0.08		$	0.24		$	0.24

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - dollars in thousands)

	Nine Months Ended September 30,
		2024			2023
Cash flows from operating activities
Net (loss) income	$	(282,382	)	$	181,351
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation		31,333			23,075
Amortization of intangibles		9,061			9,610
Net (gain) loss on sale of property, plant and equipment		(32	)		149
Deferred income taxes		(115,065	)		9,924
Stock-based compensation		9,915			8,812
Non-cash interest expense		719			710
Equity in loss of unconsolidated entity		4,578			—
Impairment		994			—
Changes in operating assets and liabilities
Accounts receivable		(55,667	)		44,396
Inventories		7,036			(100,422	)
Prepaid expenses and other		(2,652	)		(11,820	)
Accounts payable and accrued liabilities		(23,990	)		39,277
Other, net		452,540			(464	)
Net cash provided by operating activities		36,388			204,598
Cash flows from investing activities
Cash payments for capital expenditures		(50,843	)		(85,071	)
Expenditures for revenue generating assets		(1,435	)		(3,961	)
Proceeds from the sale of assets		2,844			—
Investment in unconsolidated entities		(10,200	)		—
Net cash used in investing activities		(59,634	)		(89,032	)
Cash flows from financing activities
Proceeds from exercise of stock options		7			155
Dividends paid		(11,309	)		(12,157	)
Borrowings under revolving credit facilities		688			103,992
Payments under revolving credit facilities		(688	)		(103,992	)
Debt issuance costs paid		(5	)		(110	)
Stock repurchases		(62,273	)		(55,899	)
Distribution to noncontrolling interest		(603	)		(512	)
Net cash used in financing activities		(74,183	)		(68,523	)
Cash and cash equivalents:
Net (decrease) increase in cash, cash equivalents, and restricted cash		(97,429	)		47,043
Cash, cash equivalents, and restricted cash at beginning of period		179,271			58,245
Cash, cash equivalents, and restricted cash at end of period	$	81,842		$	105,288
Supplemental disclosures of cash flow information:
Cash paid for interest	$	9,593		$	9,743
Net cash paid for income taxes	$	35,461		$	69,788
Period end balance of payables for property, plant, and equipment	$	16,072		$	7,517

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

	Wabash National Corporation
Three Months Ended September 30,		2024		2023
Units Shipped
New trailers		7,585		10,765
New truck bodies		3,630		4,160
Used trailers		10		25

Three Months Ended September 30,	Transportation Solutions		Parts & Services		Corporate and Eliminations			Consolidated
2024
New Trailers	$	308,577	$	—	$	(1,661	)	$	306,916
Used Trailers		71		396		(71	)		396
Components, parts and service		—		31,539		—			31,539
Equipment and other		106,858		20,389		(2,058	)		125,189
Total net external sales	$	415,506	$	52,324	$	(3,790	)	$	464,040
Gross profit	$	44,938	$	11,071	$	—		$	56,009
Income (loss) from operations	$	29,162	$	8,316	$	(470,506	)	$	(433,028	)
Adjusted income (loss) from operations¹	$	29,162	$	8,316	$	(20,506	)	$	16,972

2023
New Trailers	$	477,802	$	—	$	(2,216	)	$	475,586
Used Trailers		—		1,340		—			1,340
Components, parts and service		—		38,091		—			38,091
Equipment and other		105,068		17,010		(4,267	)		117,811
Total net external sales	$	582,870	$	56,441	$	(6,483	)	$	632,828
Gross profit	$	107,549	$	15,361	$	—		$	122,910
Income (loss) from operations	$	89,413	$	12,358	$	(24,134	)	$	77,637
Adjusted income (loss) from operations¹	$	89,413	$	12,358	$	(24,134	)	$	77,637

¹Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income (loss) under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company's operating results as they are not indicative of the Company's core operating results or may obscure trends useful in evaluating the Company's continuing activities. Accordingly, the Company presents adjusted operating income (loss) excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income (loss) to provide investors with a better understanding of the Company's view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

	Wabash National Corporation
Nine Months Ended September 30,		2024		2023
Units Shipped
New trailers		25,330		34,375
New truck bodies		11,245		11,995
Used trailers		45		55

Nine Months Ended September 30,	Transportation Solutions		Parts & Services		Corporate and Eliminations			Consolidated
2024
New Trailers	$	1,057,880	$	—	$	(3,162	)	$	1,054,718
Used Trailers		71		2,884		(71	)		2,884
Components, parts and service		—		101,622		—			101,622
Equipment and other		326,688		51,953		(7,939	)		370,702
Total net external sales	$	1,384,639	$	156,459	$	(11,172	)	$	1,529,926
Gross profit	$	182,738	$	39,375	$	—		$	222,113
Income (loss) from operations	$	130,335	$	30,923	$	(520,948	)	$	(359,690	)
Adjusted income (loss) from operations¹	$	130,335	$	30,923	$	(70,948	)	$	90,310

2023
New Trailers	$	1,486,587	$	—	$	(4,580	)	$	1,482,007
Used Trailers		—		2,396		—			2,396
Components, parts and service		—		113,567		—			113,567
Equipment and other		305,036		49,684		(12,290	)		342,430
Total net external sales	$	1,791,623	$	165,647	$	(16,870	)	$	1,940,400
Gross profit	$	345,098	$	44,866	$	—		$	389,964
Income (loss) from operations	$	292,335	$	34,504	$	(75,992	)	$	250,847
Adjusted income (loss) from operations¹	$	292,335	$	34,504	$	(75,992	)	$	250,847

WABASH NATIONAL CORPORATION

SEGMENT AND COMPANY FINANCIAL INFORMATION

(Unaudited - dollars in thousands)

Adjusted Operating Income¹	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Transportation Solutions
Income from operations	$	29,162		$	89,413		$	130,335		$	292,335
Adjustments:
N/A		—			—			—			—
Adjusted operating income		29,162			89,413			130,335			292,335

Parts & Services
Income from operations		8,316			12,358			30,923			34,504
Adjustments:
N/A		—			—			—			—
Adjusted operating income		8,316			12,358			30,923			34,504

Corporate
Loss from operations		(470,506	)		(24,134	)		(520,948	)		(75,992	)
Adjustments:
Missouri legal matter		450,000			—			450,000			—
Adjusted operating loss		(20,506	)		(24,134	)		(70,948	)		(75,992	)

Consolidated
(Loss) income from operations		(433,028	)		77,637			(359,690	)		250,847
Adjustments:
Missouri legal matter		450,000			—			450,000			—
Adjusted operating income	$	16,972		$	77,637		$	90,310		$	250,847

¹Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company's operating results as they are not indicative of the Company's core operating results or may obscure trends useful in evaluating the Company's continuing activities. Accordingly, the Company presents adjusted operating income (loss) excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income (loss) to provide investors with a better understanding of the Company's view of our results as compared to prior periods.

WABASH NATIONAL CORPORATION

RECONCILIATION OF GAAP FINANCIAL MEASURES TO

NON-GAAP FINANCIAL MEASURES

(Unaudited - dollars in thousands, except per share amounts)

Adjusted EBITDA¹:	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Net (loss) income	$	(329,873	)	$	55,481		$	(282,382	)	$	181,351
Income tax (benefit) expense		(108,406	)		18,068			(92,215	)		56,289
Interest expense		4,958			4,932			14,894			14,913
Depreciation and amortization		13,930			12,519			40,394			32,685
Stock-based compensation		3,297			3,131			9,915			8,812
Missouri legal matter		450,000			—			450,000			—
Impairment and other, net		(51	)		147			946			149
Other, net		(1,384	)		(844	)		(4,565	)		(1,706	)
Loss from unconsolidated entity		1,677			—			4,578			—
Adjusted EBITDA	$	34,148		$	93,434		$	141,565		$	292,493

Adjusted Net Income Attributable to Common Stockholders²:	Three Months Ended September 30,					Nine Months Ended September 30,
		2024			2023		2024			2023
Net (loss) income attributable to common stockholders	$	(330,166	)	$	55,329	$	(283,041	)	$	180,870
Adjustments:
Missouri legal matter		450,000			—		450,000			—
Tax effect of aforementioned items		(111,213	)		—		(111,213	)		—
Adjusted net income attributable to common stockholders	$	8,621		$	55,329	$	55,746		$	180,870

Adjusted Diluted Earnings Per Share²:	Three Months Ended September 30,					Nine Months Ended September 30,
		2024			2023		2024			2023
Diluted (loss) earnings per share	$	(7.53	)	$	1.16	$	(6.33	)	$	3.74
Adjustments:
Missouri legal matter		10.26			—		10.06			—
Tax effect of aforementioned items		(2.54	)		—		(2.50	)		—
Adjusted diluted earnings per share	$	0.19		$	1.16	$	1.23		$	3.74

Weighted average diluted shares outstanding (in thousands)³		44,287			47,755		45,242			48,348

¹Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing adjusted EBITDA is useful for investors to understand the Company's performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor's understanding of the Company's operating performance.

²Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment.

³ Weighted average diluted shares outstanding differ from the GAAP presentation on the Company's Condensed Consolidated Statement of Operations due to the Company being in a loss position on an unadjusted basis.

WABASH NATIONAL CORPORATION

RECONCILIATION OF FREE CASH FLOW¹

(Unaudited - dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Net cash provided by operating activities	$	42,776		$	58,267		$	36,388		$	204,598
Cash payments for capital expenditures		(14,555	)		(29,251	)		(50,843	)		(85,071	)
Expenditures for revenue generating assets		(1,435	)		(717	)		(1,435	)		(3,961	)
Free cash flow¹	$	26,786		$	28,299		$	(15,890	)	$	115,566

¹Free cash flow is defined as net cash provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. Management believes providing free cash flow is useful for investors to understand the Company's performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by operating activities, is beneficial to an investor's understanding of the Company's operating performance.

WABASH NATIONAL CORPORATION

RECONCILIATION OF ADJUSTED SEGMENT EBITDA¹

AND ADJUSTED SEGMENT EBITDA MARGIN¹

(Unaudited - dollars in thousands)

	Transportation Solutions						Parts & Services
Three Months Ended September 30,		2024			2023			2024			2023
Income from operations	$	29,162		$	89,413		$	8,316		$	12,358
Depreciation and amortization		12,285			11,299			551			553
Impairment and other, net		(51	)		147			—			—
Adjusted segment EBITDA	$	41,396		$	100,859		$	8,867		$	12,911

Adjusted segment EBITDA margin		10.0	%		17.3	%		16.9	%		22.9	%

	Transportation Solutions						Parts & Services
Nine Months Ended September 30,		2024			2023			2024			2023
Income from operations	$	130,335		$	292,335		$	30,923		$	34,504
Depreciation and amortization		35,696			29,305			1,626			1,603
Impairment and other, net		(41	)		149			(13	)		—
Adjusted segment EBITDA	$	165,990		$	321,789		$	32,536		$	36,107

Adjusted segment EBITDA margin		12.0	%		18.0	%		20.8	%		21.8	%

¹Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company's segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA margin is calculated by dividing Adjusted segment EBITDA by segment total net sales.