UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-10883 WABASH NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-1375208 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1000 Sagamore Parkway South 47905 Lafayette, Indiana (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (765) 771-5300 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No ý Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý The aggregate market value of voting stock held by non-affiliates of the registrant as of June 29, 2018 was $1,092,282,245 based upon the closing price of the Company’s common stock as quoted on the New York Stock Exchange composite tape on such date. The number of shares outstanding of the registrant’s common stock as of February 15, 2019 was 55,150,975. Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2018 . Table of Contents WABASH NATIONAL CORPORATION FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018 TABLE OF CONTENTS Page PART I Item 1 Business 4 Item 1A Risk Factors 14 Item 1B Unresolved Staff Comments 22 Item 2 Properties 23 Item 3 Legal Proceedings 23 Item 4 Mine Safety Disclosures 24 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6 Selected Financial Data 26 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A Quantitative and Qualitative Disclosures about Market Risk 43 Item 8 Financial Statements and Supplementary Data 44 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 74 Item 9A Controls and Procedures 74 Item 9B Other Information 75 PART III Item 10 Directors, Executive Officers and Corporate Governance 76 Item 11 Executive Compensation 76 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 76 Item 13 Certain Relationships and Related Transactions, and Director Independence 76 Item 14 Principal Accounting Fees and Services 76 PART IV Item 15 Exhibits and Financial Statement Schedules 76 Item 16 Form 10-K Summary 76 SIGNATURES 79 2 Table of Contents FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (the”Annual Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Our “forward-looking statements” include, but are not limited to, statements regarding: ▪ our business plan; ▪ our ability to effectively integrate Supreme and realize expected synergies and benefits from the Supreme acquisition; ▪ our expected revenues, income or loss; ▪ our ability to manage our indebtedness; ▪ our strategic plan and plans for future operations; ▪ financing needs, plans and liquidity, including for working capital and capital expenditures; ▪ our ability to achieve sustained profitability; ▪ reliance on certain customers and corporate relationships; ▪ availability and pricing of raw materials, including the impact of tariffs or other international trade developments; ▪ availability of capital and financing; ▪ dependence on industry trends; ▪ the outcome of any pending litigation or notice of environmental dispute; ▪ export sales and new markets; ▪ engineering and manufacturing capabilities and capacity, including our ability to attract and retain qualified personnel; ▪ our ability to develop and commercialize new products; ▪ acceptance of new technologies and products; ▪ government regulations; and ▪ assumptions relating to the foregoing. Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Annual Report. Each forward-looking statement contained in this Annual Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, except as required by law. Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described throughout this Annual Report, including in “Item 1A. Risk Factors. ” We urge you to carefully review that section for a more complete discussion of the risks of an investment in our securities. 3 Table of Contents PART I ITEM 1—BUSINESS Overview Wabash National Corporation, which we refer to herein as “Wabash,” “Wabash National,” the “Company,” “us,” “we,” or “our” was founded in 1985 in Lafayette, Indiana. Wabash was incorporated in Delaware in 1991 and is the successor by merger to a Maryland corporation organized in 1985. We are a leading designer, manufacturer and distributor of high-quality, custom-engineered transportation and diversified industrial products and services. Our diverse product portfolio includes dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, truck-mounted tanks, structural composite panels and products, trailer aerodynamic solutions, and specialty food-grade and pharmaceutical equipment. We have achieved this diversification through acquisitions and product innovation. We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our technological leadership, and our extensive distribution and service network. Our management team is focused on growing the company in a profitable and sustainable manner, while continuing to optimize operations to match the current demand environment, implementing cost savings initiatives and lean manufacturing techniques, strengthening our capital structure, developing innovative products that enable our customers to succeed, improving earnings and continuing diversification of the business into higher margin opportunities that leverage