##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended July 1, 2007

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 1-12164

WOLVERINE TUBE, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 63-0970812                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|200 Clinton Avenue West, Suite 1000 Huntsville, Alabama        |  | 35801                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(256) 353-1310

(Registrants telephone number, including area code)

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  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x                    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes ̈No  x

Indicate the number of shares outstanding of each class of Common Stock, as of the latest practicable date:



|                              |  |                                 
|----------------------------- |  | --------------------------------
|Class                         |  | Outstanding as of August 1, 2007
|Common Stock, $0.01 Par Value |  | 15,176,073 Shares               



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##### Table of Contents

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

PART I  Financial Information



|                            |  |                                                                                                                        |  |         
|--------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | --------
|                            |  |                                                                                                                        |  | Page No.
|Item 1.                     |  | Financial Statements                                                                                                   |  |         
|                            |  |                                                                                                                       
|                            |  | Condensed Consolidated Statements of Operations (Unaudited) - Three and six months ended July 1, 2007 and July 2, 2006 |  | 1       
|                            |  |                                                                                                                       
|                            |  | Condensed Consolidated Balance Sheets - July 1, 2007 (Unaudited) and December 31, 2006                                 |  | 2       
|                            |  |                                                                                                                       
|                            |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Six months ended July 1, 2007 and July 2, 2006           |  | 3       
|                            |  |                                                                                                                       
|                            |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                         |  | 4       
|                            |  |                                                                                                                       
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 30      
|                            |  |                                                                                                                       
|Item 3.                     |  | Quantitative and Qualitative Disclosures About Market Risk                                                             |  | 45      
|                            |  |                                                                                                                       
|Item 4.                     |  | Controls and Procedures                                                                                                |  | 49      
|                           
|PART II  Other Information
|                            |  |                                                                                                                       
|Item 1A.                    |  | Risk Factors                                                                                                           |  | 51      
|                            |  |                                                                                                                       
|Item 4.                     |  | Submission of Matters to a Vote of Security Holders                                                                    |  | 52      
|                            |  |                                                                                                                       
|Item 6.                     |  | Exhibits                                                                                                               |  | 54      



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##### Table of Contents

PART I. Financial Information



|Item 1. | Financial Statements
|------- | --------------------

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | ---------------- | ------------ | - | ------------ |  | - | ------------ | - |  | - | -------
|                                                                                                       |  | Three months ended |         | Six months ended
|(In thousands except per share amounts)                                                                |  | July 1, 2007       |         |                  | July 2, 2006 |   | July 1, 2007 |  |   | July 2, 2006
|Net sales                                                                                              |  | $                  | 383,151 |                  |              | $ | 417,984      |  | $ | 669,854      |   |  | $ | 716,296
|Cost of goods sold                                                                                     |  |                    | 356,334 |                  |              |   | 388,847      |  |   | 627,496      |   |  |   | 676,277
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Gross profit                                                                                           |  |                    | 26,817  |                  |              |   | 29,137       |  |   | 42,358       |   |  |   | 40,019 
|Selling, general and administrative expenses                                                           |  |                    | 8,344   |                  |              |   | 9,764        |  |   | 15,785       |   |  |   | 17,393 
|Advisory fees and severance expenses                                                                   |  |                    | 2,405   |                  |              |   | 2,119        |  |   | 6,085        |   |  |   | 2,106  
|Restructuring and asset impairment charges                                                             |  |                    | 779     |                  |              |   |             |  |   | 3,702        |   |  |   |       
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Operating income                                                                                       |  |                    | 15,289  |                  |              |   | 17,254       |  |   | 16,786       |   |  |   | 20,520 
|Other (income) expenses:                                                                               |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Interest and amortization expense, net                                                                 |  |                    | 5,876   |                  |              |   | 5,861        |  |   | 11,793       |   |  |   | 11,532 
|Loss on sale of receivables                                                                            |  |                    | 810     |                  |              |   | 1,441        |  |   | 1,318        |   |  |   | 2,032  
|Embedded derivatives mark to fair value                                                                |  |                    | (7,086  | )                |              |   |             |  |   | (11,177      | ) |  |   |       
|Other expense, net                                                                                     |  |                    | 1,257   |                  |              |   | 1,029        |  |   | 1,674        |   |  |   | 1,309  
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Income before income taxes                                                                             |  |                    | 14,432  |                  |              |   | 8,923        |  |   | 13,178       |   |  |   | 5,647  
|Income tax provision                                                                                   |  |                    | 1,716   |                  |              |   | 2,514        |  |   | 2,612        |   |  |   | 1,355  
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Net income                                                                                             |  |                    | 12,716  |                  |              |   | 6,409        |  |   | 10,566       |   |  |   | 4,292  
|Less: Accretion of convertible preferred stock to redemption value                                     |  |                    | 1,255   |                  |              |   |             |  |   | 2,107        |   |  |   |       
|Preferred Stock dividends, six months ended July 1, 2007, includes $9,618 of non-cash deemed dividends |  |                    | 1,000   |                  |              |   |             |  |   | 11,118       |   |  |   |       
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Net income (loss) applicable to common shares                                                          |  | $                  | 10,461  |                  |              | $ | 6,409        |  | $ | (2,659       | ) |  | $ | 4,292  
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Net income (loss) per share:                                                                           |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Basic                                                                                                  |  | $                  | 0.17    |                  |              | $ | 0.43         |  | $ | (0.18        | ) |  | $ | 0.28   
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Diluted                                                                                                |  | $                  | 0.17    |                  |              | $ | 0.42         |  | $ | (0.18        | ) |  | $ | 0.28   
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Shares used in computing earnings (loss) per share                                                     |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Basic                                                                                                  |  |                    | 15,176  |                  |              |   | 15,073       |  |   | 15,155       |   |  |   | 15,066 
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        
|Diluted                                                                                                |  |                    | 15,255  |                  |              |   | 15,183       |  |   | 15,155       |   |  |   | 15,161 
|                                                                                                       |  |                    |         |                  |              |   |              |  |   |              |   |  |   |        

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ----------------- | - | ------- | -
|(In thousands except share and per share amounts)                                                                                                                                                                                              |  | July 1, 2007 |         |   | December 31, 2006 |  
|                                                                                                                                                                                                                                               |  |              |         |   | (Restated)        |  
|Assets                                                                                                                                                                                                                                         |  |              |         |   |                   |   |         |  
|Current assets                                                                                                                                                                                                                                 |  |              |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                      |  | $            | 14,035  |   |                   | $ | 17,745  |  
|Restricted cash                                                                                                                                                                                                                                |  |              | 3,097   |   |                   |   | 5,988   |  
|Accounts receivable, net of allowances for doubtful accounts of $0.7 million in 2007 and $0.6 million in 2006                                                                                                                                  |  |              | 113,693 |   |                   |   | 62,529  |  
|Inventories                                                                                                                                                                                                                                    |  |              | 170,748 |   |                   |   | 122,943 |  
|Prepaid expenses and other                                                                                                                                                                                                                     |  |              | 21,397  |   |                   |   | 11,417  |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Total current assets                                                                                                                                                                                                                           |  |              | 322,970 |   |                   |   | 220,622 |  
|Property, plant and equipment, net                                                                                                                                                                                                             |  |              | 130,459 |   |                   |   | 133,259 |  
|Deferred charges, net                                                                                                                                                                                                                          |  |              | 6,229   |   |                   |   | 7,108   |  
|Goodwill                                                                                                                                                                                                                                       |  |              | 77,296  |   |                   |   | 77,243  |  
|Deferred income taxes                                                                                                                                                                                                                          |  |              | 5,243   |   |                   |   | 5,199   |  
|Notes receivable                                                                                                                                                                                                                               |  |              | 797     |   |                   |   | 764     |  
|Assets held for sale                                                                                                                                                                                                                           |  |              | 10,224  |   |                   |   | 11,135  |  
|Investments                                                                                                                                                                                                                                    |  |              | 4,684   |   |                   |   |        |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Total assets                                                                                                                                                                                                                                   |  | $            | 557,902 |   |                   | $ | 455,330 |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Liabilities, Convertible Preferred Stock and Stockholders Equity                                                                                                                                                                              |  |              |         |   |                   |   |         |  
|Current liabilities                                                                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Accounts payable                                                                                                                                                                                                                               |  | $            | 86,041  |   |                   | $ | 40,507  |  
|Accrued liabilities                                                                                                                                                                                                                            |  |              | 23,429  |   |                   |   | 23,485  |  
|Derivative liability (of which $4,579 pertains to embedded derivatives resulting from the issuance of Preferred Stock as of July 1, 2007)                                                                                                      |  |              | 6,954   |   |                   |   | 3,507   |  
|Deferred income taxes                                                                                                                                                                                                                          |  |              | 123     |   |                   |   | 880     |  
|Short-term borrowings                                                                                                                                                                                                                          |  |              | 1,514   |   |                   |   | 1,638   |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                                                                                                      |  |              | 118,061 |   |                   |   | 70,017  |  
|Long-term debt                                                                                                                                                                                                                                 |  |              | 236,465 |   |                   |   | 238,362 |  
|Pension liabilities                                                                                                                                                                                                                            |  |              | 32,387  |   |                   |   | 28,504  |  
|Postretirement benefit obligation                                                                                                                                                                                                              |  |              | 18,615  |   |                   |   | 17,485  |  
|Accrued environmental remediation                                                                                                                                                                                                              |  |              | 12,434  |   |                   |   | 11,786  |  
|Other liabilities                                                                                                                                                                                                                              |  |              | 4,043   |   |                   |   |        |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                                                                                              |  |              | 422,005 |   |                   |   | 366,154 |  
|Series A Convertible Preferred Stock, par value $1 per share; 90,000 shares authorized; 50,000 and no shares issued and outstanding as of
July 1, 2007 and December 31, 2006, respectively; liquidation value at July 1, 2007 of $50.7 million |  |              | 1,883   |   |                   |   |        |  
|Stockholders equity                                                                                                                                                                                                                           |  |              |         |   |                   |   |         |  
|Common stock, par value $0.01 per share; 180,000,000 shares authorized; 15,176,073 and 15,089,934 shares issued and outstanding as of
July 1, 2007 and December 31, 2006, respectively                                                         |  |              | 152     |   |                   |   | 151     |  
|Additional paid-in capital                                                                                                                                                                                                                     |  |              | 120,515 |   |                   |   | 91,904  |  
|Retained earnings                                                                                                                                                                                                                              |  |              | 15,575  |   |                   |   | 6,510   |  
|Accumulated other comprehensive loss, net of tax                                                                                                                                                                                               |  |              | (2,228  | ) |                   |   | (9,389  | )
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                                                                                                     |  |              | 134,014 |   |                   |   | 89,176  |  
|Total liabilities, convertible preferred stock and stockholders equity                                                                                                                                                                        |  | $            | 557,902 |   |                   | $ | 455,330 |  
|                                                                                                                                                                                                                                               |  |              |         |   |                   |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                                     |  |                  |         |   |              |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                     |  | Six months ended |        
|(In thousands)                                                                                                       |  | July 1, 2007     |         |   | July 2, 2006 |  
|Operating Activities                                                                                                 |  |                  |         |   |              |   |         |  
|Net income                                                                                                           |  | $                | 10,566  |   |              | $ | 4,292   |  
|Adjustments to reconcile net loss to net cash used for operating activities:                                         |  |                  |         |   |              |   |         |  
|Depreciation and amortization                                                                                        |  |                  | 7,202   |   |              |   | 8,614   |  
|Embedded derivative mark to fair value                                                                               |  |                  | (11,177 | ) |              |   |        |  
|Non-cash restructuring charges                                                                                       |  |                  | 1,313   |   |              |   |        |  
|Write down of assets held for sale                                                                                   |  |                  |        |   |              |   | 1,021   |  
|Other non-cash items                                                                                                 |  |                  | (3,154  | ) |              |   | (3,689  | )
|Changes in operating assets and liabilities:                                                                         |  |                  |         |   |              |   |         |  
|Amounts sold under the accounts receivable securitization, net                                                       |  |                  | (3,882  | ) |              |   | 56,794  |  
|Accounts receivable, net                                                                                             |  |                  | (46,963 | ) |              |   | (56,052 | )
|Inventories                                                                                                          |  |                  | (47,620 | ) |              |   | (33,706 | )
|Income taxes receivable                                                                                              |  |                  | (1,893  | ) |              |   | (1,497  | )
|Prepaid expenses and other                                                                                           |  |                  | (10,142 | ) |              |   | (6,384  | )
|Accounts payable                                                                                                     |  |                  | 46,240  |   |              |   | 26,977  |  
|Accrued liabilities, including pension, postretirement benefits, environmental and accrued liabilities  non-current |  |                  | 14,995  |   |              |   | (1,564  | )
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Net cash used for operating activities                                                                               |  |                  | (44,515 | ) |              |   | (5,194  | )
|Investing Activities                                                                                                 |  |                  |         |   |              |   |         |  
|Additions to property, plant and equipment                                                                           |  |                  | (2,390  | ) |              |   | (2,584  | )
|Disposals of property, plant and equipment                                                                           |  |                  |        |   |              |   | 54      |  
|Changes in restricted cash                                                                                           |  |                  | 2,891   |   |              |   | 1,118   |  
|Funds transferred to investments                                                                                     |  |                  | (4,606  | ) |              |   |        |  
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Net cash used for investing activities                                                                               |  |                  | (4,105  | ) |              |   | (1,412  | )
|Financing Activities                                                                                                 |  |                  |         |   |              |   |         |  
|Financing fees and expenses paid                                                                                     |  |                  | (86     | ) |              |   | (993    | )
|Payments to revolving credit facilities and other debt                                                               |  |                  | (2,335  | ) |              |   | (355    | )
|Borrowings from revolving credit facilities and other debt                                                           |  |                  | 190     |   |              |   | 1,022   |  
|Dividends                                                                                                            |  |                  | (833    | ) |              |   |        |  
|Issuance of common stock                                                                                             |  |                  |        |   |              |   | 63      |  
|Issuance of preferred stock                                                                                          |  |                  | 45,179  |   |              |   |        |  
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Net cash provided by (used for) financing activities                                                                 |  |                  | 42,115  |   |              |   | (263    | )
|Effect of exchange rate on cash and cash equivalents                                                                 |  |                  | 2,795   |   |              |   | 2,163   |  
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Net (decrease) in cash and cash equivalents                                                                          |  |                  | (3,710  | ) |              |   | (4,706  | )
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Cash and cash equivalents at beginning of period                                                                     |  |                  | 17,745  |   |              |   | 20,693  |  
|                                                                                                                     |  |                  |         |   |              |   |         |  
|Cash and cash equivalents at end of period                                                                           |  | $                | 14,035  |   |              | $ | 15,987  |  
|                                                                                                                     |  |                  |         |   |              |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Wolverine Tube, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements



|(1) | Basis of Reporting for Interim Financial Statements
|--- | ---------------------------------------------------

The accompanying unaudited condensed consolidated financial statements include the accounts of Wolverine Tube, Inc. and its subsidiaries, which are collectively referred to as Wolverine, the Company, we,
our or us, unless the context otherwise requires. All significant intercompany transactions have been eliminated in consolidation.

We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented
not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2006.

The accompanying condensed consolidated financial statements presented herewith reflect all adjustments (consisting of only normal and recurring
adjustments) which, in the opinion of management, are necessary for a fair presentation of the results of operations for the three and six month periods ended July 1, 2007 and July 2, 2006. The results of operations for interim periods are
not necessarily indicative of results to be expected for an entire year.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Our internal operational reporting cycle (i.e. Sunday closest to quarter end) is used for quarterly financial reporting.

Accounting Policy Change

As of July 1, 2007, the Companys significant accounting
policies, which are described in the Companys Annual Report on Form 10-K/A for the year ended December 31, 2006, have not changed from December 31, 2006, except for the following:



|(i) | Accounting for Income Taxes
|--- | ---------------------------

Adoption of FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 dictates a more-likely-than-not threshold for financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. See Note 17, Income Taxes, for further discussion.



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|(ii) | Convertible Preferred Stock and Embedded Derivatives
|---- | ----------------------------------------------------

As further discussed in Note 5, Recapitalization Plan, we completed a private placement of 50,000 shares of Series A Convertible Preferred Stock (the Preferred Stock) for $50 million on
February 16, 2007. In accordance with the provisions of Accounting Principles Board Opinion No. 14, Accounting for Convertible Debt and Debt Issued With Stock Purchase Warrants, the net proceeds from the issuance of the Preferred
Stock were allocated to a freestanding written option available to the holders to increase their number of shares of Preferred Stock based upon the results of a subsequent shareholder rights offering, with the residual value allocated to the
Preferred Stock. The written option is recorded as a current liability and accounted for at fair value under the provisions of Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments With
Characteristics of Both Liabilities and Equity (SFAS 150). The fair value of the written option at July 1, 2007 was determined based on the Black-Scholes model using the following assumptions:



|                                              |  |              |  
|--------------------------------------------- |  | ------------ | -
|                                              |  | July 1, 2007 |  
|Expected term to commence the rights offering |  | 1.7 months   |  
|Expected volatility of our common stock       |  | 79           | %
|Risk free interest rate (treasury bill)       |  | 4.82         | %

For the quarter ended July 1, 2007, we recorded pre-tax income of $3.4 million
to mark to fair value the embedded derivative associated with the Preferred Stock written option. After recording the mark to fair value adjustment, the written option was valued at $4.6 million and shown as a current liability as of July 1,
2007.

Separately, in accordance with Emerging Issues Task Force (EITF) Issue No. 98-5, Accounting for
Convertible Securities With Beneficial Conversion Features or Contingency Adjustable Conversion Ratios and EITF Issue No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, the beneficial conversion feature
(BCF) present in the convertible Preferred Stock has been valued and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The BCF is a function of the conversion
price of the Preferred Stock, the fair value attributed to the written option and the fair value of the underlying common stock on the commitment date of the transaction (February 16, 2007). This BCF is recorded to additional paid in capital and
will be recorded as a deemed dividend to preferred stockholders over the stated life of the Preferred Stock, which is ten years.

We did not have a sufficient number of authorized shares of common stock available to fully settle the conversion options embedded in the Preferred Stock upon issuance on February 16, 2007. Accordingly, as a result of not meeting the
criteria of EITF Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock and therefore not being eligible for the 11A scope exception in Statement of Financial
Accounting Standards SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), the fair value of this option was determined and the related derivative liability bifurcated from the underlying
Preferred Stock balance and included as a



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component of current liabilities at the time of the issuance. In addition, subsequent issuance of stock options by us (see Note 6, Stock-Based
Compensation Plans) further reduced the available shares, necessitating a subsequent valuation of the conversion feature related to the additional shares of Preferred Stock not convertible of this additional embedded derivative as of
March 29, 2007. Additionally, this transaction resulted in recording a deemed dividend of $9.6 million in the first quarter of 2007 for the difference in the proceeds allocated to the Preferred Stock and the fair value of the conversion option
that required liability classification.

On May 24, 2007, at the Annual Meeting of Stockholders, the stockholders voted
to increase the authorized shares of common stock to 180 million. As a result, after recording an additional $3.7 million in pre-tax income during the second quarter to mark to market the conversion option to $26.7 million as of May 24, 2007
(pre-tax income of $4.1 million was recognized when the derivative liabilities were marked to market in the first quarter), this liability was reclassified to equity in accordance with EITF Issue No. 06-7 Issuers Accounting for a
Previously Bifurcated Conversion Option in a Convertible Debt Instrument When the Conversion Option No Longer Meets the Bifurcation Criteria in SFAS 133.The fair value determination at May 24, 2017 based on the Black-Scholes model assumed
a term of 9.7 years, volatility of 74% and a risk free rate of 4.8%.

In addition, the discount of the Preferred Stock
resulting from the allocations discussed above is being accreted on a straight-line basis over the period from the date of issuance to the earliest redemption date as a deemed dividend.



|(iii) | Earnings (Loss) Per Share
|----- | -------------------------

Concurrent with
the execution of the Preferred Stock Purchase Agreement on February 16, 2007 and the issuance of the Preferred Stock, we began accounting for earnings (loss) per share in accordance with EITF Issue No. 03-6, Participating Securities and
the Two-Class Method under FASB Statement 128(EITF 03-6) which established standards regarding the computation of earnings (loss) per share by companies that have securities other than common stock that contractually entitle the
holder to participate in dividends and earnings of the company.

Restatement of Financial Information

Previously we included certain restricted cash balances within cash and cash equivalents on the balance sheet, and the statement of cash flows. The nature
of the restrictions were previously provided in the footnotes to the annual and quarterly financial statements. In the first quarter of 2007, we determined that this position was in conflict with Statement of Financial Accounting Standards
No. 95, Statement of Cash Flows (SFAS 95). Accordingly, the restricted cash balance has been shown separately on the July 1, 2007 consolidated Balance Sheet with the net change thereto reflected as cash flows provided by
investing activities. Also, the December 31, 2006 Condensed Consolidated Balance Sheet has been restated and July 2, 2006 Consolidated Statement of Cash Flows has also been revised in this Form 10-Q to conform them to SFAS 95.



6



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On July 11, 2007 we filed an amendment to our December 31, 2006 Annual Report Form 10-K to
restate all applicable prior year balances. The impact of this classification error on all 2006 quarterly periods is not material.

Additionally, we have reclassified the loss on sale of accounts receivable from interest and amortization expense, net and have presented it as a separate component of other expense in the accompanying Condensed Consolidated Statements of
Operations. This correction is to conform to the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140).

There is no change to previously reported amounts of current or total assets, revenues and net income, or cash flows provided by or (used
for) operating and financing activities for any period.



|(2) | Restricted Cash
|--- | ---------------

Restricted cash as of July 1,
2007 and December 31, 2006 was $3.1 million and $6.0 million, respectively. At July 1, 2007 restricted cash includes $2.5 million in margin deposits related to our metal and gas hedging programs, $0.6 million as collateral to secure our
travel and purchase credit card programs and $5 thousand to secure a letter of credit for the Canadian Customs Bureau. At December 31, 2006, restricted cash included $3.6 million related to deposits for margin calls on our metal and natural gas
hedge programs, $0.8 million as collateral to secure our travel and purchase credit card programs, and $0.7 million to secure a letter of credit for a loan made by the Portuguese government. Also included were $0.4 million as a deposit for the
Monterrey, Mexico facility lease and $0.3 million in escrow related to the sale of our former Roxboro, N.C. facility, (which were reclassified in 2007 on the Condensed Consolidated Balance Sheet from restricted cash to deferred charges, net), and
$0.2 to secure a letter of credit for the Canadian Customs Bureau.



|(3) | Inventories
|--- | -----------

Inventories are as follows:



|                  |  |              |         |                   |   |        
|----------------- |  | ------------ | ------- | ----------------- | - | -------
|(In thousands)    |  | July 1, 2007 |         | December 31, 2006
|Finished products |  | $            | 86,738  |                   | $ | 46,499 
|Work-in-process   |  |              | 38,991  |                   |   | 30,811 
|Raw materials     |  |              | 23,877  |                   |   | 23,021 
|Supplies          |  |              | 21,142  |                   |   | 22,612 
|                  |  |              |         |                   |   |        
|Totals            |  | $            | 170,748 |                   | $ | 122,943
|                  |  |              |         |                   |   |        



|(4) | Earnings (Loss) Per Share
|--- | -------------------------

For the three and six
months ended July 1, 2007, we accounted for earnings (loss) per share in accordance with EITF 03-6, which established standards regarding the computation of earnings (loss) per share by companies that have securities other than common stock
that contractually entitle the holder to participate in dividends and earnings of the company. EITF 03-6 requires earnings available to common stockholders for the period, after deduction of preferred stock dividends, to be allocated



7



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between the common and preferred stockholders based on their respective rights to receive dividends. Basic earnings (loss) per share is then calculated by
dividing the net income (loss) allocable to common stockholders by the weighted average number of shares outstanding. EITF 03-6 does not require the presentation of basic and diluted earnings (loss) per share for securities other than common stock.
Therefore, the following earnings (loss) per share amounts only pertain to common stock.

Under the guidance of EITF 03-6, diluted earnings
(loss) per share is calculated by dividing income (loss) allocable to common stockholders by the weighted average common shares outstanding plus potential dilutive common stock such as stock options, unvested restricted stock and Preferred Stock. To
the extent that stock options, unvested restricted stock, and Preferred Stock are anti-dilutive, they are excluded from the calculation of diluted loss per share in accordance with Statement of Financial Accounting Standard No. 128, Earnings
Per Share (SFAS 128).

For the three and six months periods ended July 2, 2006, basic earnings per share are
calculated by dividing net income (loss) by the weighted average common shares outstanding during the quarter, and diluted earnings per share are calculated by dividing net income (loss) by the weighted average common shares outstanding plus
potentially dilutive common shares, primarily stock options, calculated using the treasury stock method.

The calculation of income (loss)
per share for the three and six month periods ended July 1, 2007 and July 2, 2006 is presented below:



|                                                                             |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|---------------------------------------------------------------------------- |  | ----------------------------- | ------ | ---------------- | ------------ | - | ----------------------------- |  | - | ------------ | - |  | - | ------
|                                                                             |  | Three Months Ended            |        | Six Months Ended
|(In thousands, except per share data)                                        |  | July 1, 2007(Two ClassMethod) |        |                  | July 2, 2006 |   | July 1, 2007(Two ClassMethod) |  |   | July 2, 2006
|Basic EPS                                                                    |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|Net income (loss) available to common stockholders                           |  | $                             | 10,461 |                  |              | $ | 6,409                         |  | $ | (2,659       | ) |  | $ | 4,292 
|Amount allocable to common stockholders (1)                                  |  |                               | 25     | %                |              |   | N/A                           |  |   | 100          | % |  |   | N/A   
|Net income (loss) allocable to common stockholders                           |  | $                             | 2,615  |                  |              |   | N/A                           |  | $ | (2,659       | ) |  |   | N/A   
|Basic weighted average number of common shares                               |  |                               | 15,176 |                  |              |   | 15,073                        |  |   | 15,155       |   |  |   | 15,066
|                                                                             |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|Basic income (loss) per share  Two-Class Method                             |  | $                             | 0.17   |                  |              | $ | 0.43                          |  | $ | (0.18        | ) |  | $ | 0.28  
|                                                                             |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|Diluted EPS                                                                  |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|Net income (loss) available to common stockholders                           |  | $                             | 10,461 |                  |              | $ | 6,409                         |  | $ | (2,659       | ) |  | $ | 4,292 
|Amount allocable to common stockholders                                      |  |                               | 25     | %                |              |   | N/A                           |  |   | 100          | % |  |   | N/A   
|Net income (loss) allocable to common stockholders                           |  | $                             | 2,615  |                  |              |   | N/A                           |  | $ | (2,659       | ) |  |   | N/A   
|Weighted average number of common shares                                     |  |                               | 15,176 |                  |              |   | 15,073                        |  |   | 15,155       |   |  |   | 15,066
|Dilutive effect of stock awards and preferred stock assuming conversions (2) |  |                               | 79     |                  |              |   | 110                           |  |   |             |   |  |   | 95    
|Weighted average dilutive shares outstanding                                 |  |                               | 15,255 |                  |              |   | 15,183                        |  |   | 15,155       |   |  |   | 15,161
|                                                                             |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       
|Diluted loss per share  Two-Class Method                                    |  | $                             | 0.17   |                  |              | $ | 0.42                          |  | $ | (0.18        | ) |  | $ | 0.28  
|                                                                             |  |                               |        |                  |              |   |                               |  |   |              |   |  |   |       



|(1) | Represents the ratio of the weighted average number of common shares divided by the total number of shares on an as converted basis (60,631 for the three months ended July 1,
2007). In computing basic EPS using the Two-Class Method, we have not allocated the loss available to common stockholders for the six months ended July 1, 2007 between common and preferred stockholders since the preferred stockholders do not
have a contractual obligation to share in the net losses.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Stock options and restricted stock of 10.3 million shares and 1.9 million shares for the three and six month periods ended July 1, 2007 and July 2, 2006,
respectively, and the assumed conversion of the Preferred Stock into 45.5 million shares of common stock for the three and six month periods ended July 1, 2007 were anti-dilutive and therefore are not included in the calculation of diluted
EPS.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Recapitalization Plan
|--- | ---------------------

On February 1, 2007, we
announced a recapitalization plan which will ultimately provide at least $75 million, and could provide up to approximately $134 million, of equity proceeds to our Company. We completed the first phase of this recapitalization plan, a private
placement of 50,000 shares of Preferred Stock, for $50 million, to The Alpine Group, Inc. (Alpine) and a fund managed by Plainfield Asset Management LLC (Plainfield) on February 16, 2007. Under our recapitalization plan,
we also plan to raise up to an additional $51.1 million in cash proceeds from a common stock rights offering (although no assurance can be given that we will be able to raise such proceeds). If proceeds from the rights offering are less than $25
million, Alpine and Plainfield will be obligated under a standby commitment to purchase up to an additional 25,000 shares of Preferred Stock, for an amount equal to $25 million minus the gross proceeds from the rights offering. Depending on the
level of participation in the rights offering, Alpine and Plainfield also have an option to purchase additional shares of Preferred Stock to maintain a 55% ownership interest. In addition, pursuant to our agreement with Alpine and Plainfield, we
have agreed to initiate an exchange offer to issue senior notes similar to our existing 10.5% Senior Notes due 2009, but with less restrictive covenants, in exchange for our 7.375% Senior Notes due 2008, and to seek consents to remove substantially
all of the restrictive covenants contained in the 7.375% Senior Note indenture. We are currently discussing with a number of financial institutions various alternatives to this exchange offer and consent solicitation, including the possibility of a
global refinancing transaction with respect to our 10.5% and 7.375% Senior Notes, our secured revolving credit facility and our receivables sale facility, which would close following the rights offering.

The Preferred Stock has an annual dividend rate of 8.0% (subject to adjustment as described below), payable quarterly. We may defer payment of the
dividend in certain circumstances. Any deferred dividend will accrue at a rate of 10% per annum if the dividend payment date is prior to January 31, 2012 and at a rate of 12% if the payment date is after January 31, 2012. Each share
of Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of our common stock equal to the stated value per share ($1,000) divided by the conversion price then in effect. The initial conversion price is
$1.10 per share, subject to customary anti-dilution requirements. The Preferred Stock votes with the common stock on an as-converted basis on all matters. However, while the 10.5% Senior Notes remain outstanding, the holders of the Preferred Stock
will not be entitled to vote common stock or Preferred Stock in excess of 49% of the voting power of the total voting securities of Wolverine. The Preferred Stock is mandatorily redeemable at the stated value plus any accrued and unpaid dividends on
January 31, 2017 and upon the occurrence of certain change of control transactions. We may redeem all, but not less than all, of the Preferred Stock at our option, at the stated value plus accrued and unpaid dividends, after January 31,
2014, if certain conditions have been satisfied. Upon the occurrence of certain liquidation events, holders of Preferred Stock will be entitled to receive a cash liquidation preference equal to the greater of the aggregate stated value of such
holders Preferred Stock plus accrued and unpaid dividends, or the amount that would be payable to such holder (including accrued but unpaid dividends) had all shares of Preferred Stock been converted to common stock immediately prior to such
event. Unless a holder of Preferred Stock otherwise notifies us, certain fundamental transactions (including, for example, certain mergers, recapitalizations or sales of all or subsequently all of Wolverines assets) will be treated as a
liquidation event that triggers the payment of the liquidation preference described above.



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Under the terms of the Preferred Stock, if at any time after June 16, 2007, the following two
conditions are not satisfied (or waived by the holders of the Preferred Stock):



| | (a) | the number of authorized by unissued and otherwise unreserved shares of common stock is sufficient to permit the conversion of the Preferred Stock into common stock, and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the shares of common stock into which the Preferred Stock is convertible are registered for resale under the Securities Act of 1933,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

then the dividend rate on the Preferred Stock will increase by 0.50% for each quarter in which those two conditions remain unsatisfied, up to a maximum increase of 2%.
On May 24, 2007, we obtained stockholder approval to increase our authorized common stock from 40 million to 180 million, and our restated certificate of incorporation was amended accordingly on May 30, 2007. Consequently, as of
July 16, 2007, we had satisfied the first equity condition, but not the second equity condition. The preferred stockholders waived the adjustment to the dividend rate that would occur on July 31, 2007 provided that both of the equity
conditions are satisfied on or prior to July 31, 2007. The waiver provided that, in the event that the equity conditions were not satisfied by this date, the waiver would be of no force or effect and the applicable dividend rate adjustment
(0.50%) would be made as of May 1, 2007 for the quarter ended July 31, 2007, and a further adjustment would occur on August 1, 2007 if the equity conditions were not satisfied as of that date. We did not satisfy the second equity
condition as of July 31, 2007 or August 1, 2007, and the preferred stockholders have not granted us a further waiver. As a result, the dividend rate on the Preferred Stock was adjusted to 8.5% for the quarter ended July 31, 2007 and
to 9.0% for the quarter ended October 30, 2007. The dividend rate will be subject to further adjustment until the equity conditions are satisfied.

The 50,000 shares of Preferred Stock outstanding at July 1, 2007 are convertible into an aggregate of 45.5 million shares of common stock at the $1.10 conversion price then in effect. On July 1, 2007, we had 180 million
shares of common stock authorized under our restated certificate of incorporation (as amended on May 30, 2007), with 15.2 million shares outstanding. We are required to reserve authorized but unissued and unreserved shares of common stock
in an amount necessary for conversion of the Preferred Stock.



|(6) | Stock-Based Compensation Plans
|--- | ------------------------------

At July 1,
2007, we had stock-based outside director, employee and non-employee (consultant) compensation plans.

The 2007 Non-Qualified Stock Option Plan

The 2007 Non-Qualified Stock Option Plan (the 2007 Plan) provides for the granting of non-qualified stock options to certain of
our consultants and employees. The 2007 Plan will be administered and interpreted by a committee appointed by the Board. The maximum aggregate number of shares reserved and available for grant under the 2007 Plan is the lesser of (a) 25,000,000
shares of our



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##### Table of Contents

common stock or (b) 15% of the outstanding shares of our common stock calculated on a fully diluted basis following (i) the closing of the common
stock rights offering to be conducted by us in connection with our recapitalization plan; (ii) the subsequent acquisition, if any, of additional shares of our Preferred Stock by Alpine and Plainfield pursuant to their rights offering standby
commitment; and (iii) the exercise, if any, of the option held by Alpine and Plainfield to purchase additional shares of our Preferred Stock following the rights offering to maintain their aggregate ownership to at least 55% of our common
stock, on an as-converted basis.

Alpine stock option grant

During the first quarter of 2007, the Board granted an option to purchase 4,399,059 shares of our common stock (the Alpine Option), to Alpine, as consultants, pursuant to the 2007 Plan. The Alpine Option
vests ratably at a rate of twenty percent on each anniversary of the original grant date.

The applicable exercise prices for vested option
shares under the Alpine Option are as follows:



|                            |  |                |      |        |          
|--------------------------- |  | -------------- | ---- | ------ | ---------
|                            |  | Exercise Price |      | Shares
|40% of vested option shares |  | $              | 1.10 |        | 1,759,620
|30% of vested option shares |  |                | 1.40 |        | 1,319,715
|30% of vested option shares |  |                | 2.20 |        | 1,319,724

The Alpine Option has a 10-year term, subject to early termination in the event that Alpines
consulting relationship with us is terminated prior to the end of such term. Upon such early termination, the Alpine Option will remain exercisable as to all vested portions and will be terminated as to all unvested portions. In addition, vesting of
the Alpine Option will be accelerated in the event that we fail to offer to extend the term of the Management Agreement between us and Alpine, dated February 16, 2007 (the Management Agreement). If we offer to extend the term of the
Management Agreement, but Alpine declines to accept such offer, any unvested portion of the Alpine Option will terminate as of the expiration of the term of the Management Agreement. Under the Alpine Stock Option Agreement, if on the six-month
anniversary of the effective date of the Management Agreement, we have not yet named a chief executive officer, Alpine will automatically receive, on each of the six-month and 18-month anniversaries of the effective date of the Management Agreement,
an option to purchase an additional amount of shares of common stock equal to 0.5% of the total shares authorized under the 2007 Plan, with each such option having the same exercise prices as the initial Alpine Option.

Employee stock option grant

During the first and
second quarters of 2007, the Board granted options to purchase 2,850,000 shares of common stock under the 2007 Plan to certain officers.

The applicable exercise prices for vested option shares under these grants are as follows:



|                            |  |                |      |        |          
|--------------------------- |  | -------------- | ---- | ------ | ---------
|                            |  | Exercise Price |      | Shares
|40% of vested option shares |  | $              | 1.10 |        | 1,140,000
|30% of vested option shares |  |                | 1.40 |        | 855,000  
|30% of vested option shares |  |                | 2.20 |        | 855,000  



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The option grants vest ratably at a rate of twenty percent on each anniversary of the original grant
date. The option grants have a 10-year term, except that (a) unvested options will expire as of the date of the participants termination, (b) vested options are only exercisable pursuant to the following schedule:



|                             |  |                
|---------------------------- |  | ---------------
|Vesting Date                 |  | Exercise Period
|1/2 Tranche vesting in 2008  |  | 2010           
|1/2 Tranche vesting in 2008  |  | 2011           
|1/2 Tranche vesting in 2009  |  | 2012           
|1/2 Tranche vesting in 2009  |  | 2013           
|Full Tranche vesting in 2010 |  | 2014           
|Full Tranche vesting in 2011 |  | 2015           
|Full Tranche vesting in 2012 |  | 2016           

and (c) in the event of the participants termination by reason of death or disability or separation
from service without cause, all vested options may be exercised for periods ranging from 30 to 90 days following such termination or separation (or 30 to 90 days following certain specified periods after separation), depending on the circumstances.

During the second quarter of 2007, the Board of Directors granted options to purchase 1,289,000 shares of our common stock having a fair
value at the time of the grant of $1.2 million under the 2007 Plan to certain employees. The exercise price for the options ranged from $1.70 to $1.85 which was the closing market value on the date of the grants. The option grants vest ratably at a
rate of twenty percent on each anniversary of the grant date. The option grants have a 10-year term.

We recorded stock-based compensation
expense for the three month periods ended July 1, 2007 and July 2, 2006 of approximately $0.4 million and $0.1 million respectively; for the six month periods ended July 1, 2007 and July 2, 2006 we recorded stock based
compensation expense of approximately $1.1 million and $0.3 million, respectively. This expense was recorded in cost of goods sold and the balance in selling, general and administrative expenses. This expense decreased the earnings per share by
approximately $0.03 and $0.07 per dilutive share for the three and six months ended July 1, 2007 respectively.

The determination of
the fair value of the stock option awards granted, using the Black-Scholes model, incorporated the assumptions set forth in the following table. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected
volatility is based on historical volatility. Expected life is based on historical experience and consideration of changes in option terms.



|                                |  |                             |  |                            
|------------------------------- |  | --------------------------- |  | ---------------------------
|                                |  | Six MonthsEndedJuly 1, 2007 |  | Six MonthsEndedJuly 2, 2006
|Expected stock price volatility |  | 62%-63%                     |  | 45%                        
|Expected life (in years)        |  | 5 - 10                      |  | 5                          
|Risk-free interest rate         |  | 4.64% - 5.03%               |  | 4.79%                      
|Expected dividend yield         |  | 0%                          |  | 0%                         



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As of July 1, 2007, the Company had not yet recognized compensation expense on the following
non-vested awards:



|                            |  |                         |        |                                             |   
|--------------------------- |  | ----------------------- | ------ | ------------------------------------------- | --
|(In thousands)              |  | Non-vested Compensation |        | Average RemainingRecognition Period(Months)
|Non-qualified stock options |  | $                       | 10,479 |                                             | 58

The following table summarizes stock options outstanding and changes during the six month period
ended July 1, 2007:



|                                      |  |            |   |  |                              |      |                                     |     |                                                   |   |      
|------------------------------------- |  | ---------- | - |  | ---------------------------- | ---- | ----------------------------------- | --- | ------------------------------------------------- | - | -----
|                                      |  | Shares     |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingLife(Years) |     | Intrinsic Value ofUnexercised in theMoney Options
|                                      |  |            |   |  |                              |      |                                     |     | (in thousands)                                   
|Options outstanding - January 1, 2007 |  | 1,784,318  |   |  | $                            | 9.15 |                                     | 5.5 |                                                   | $ |     
|Granted                               |  | 8,538,059  |   |  | $                            | 1.55 |                                     | 9.8 |                                                   |   | 2,709
|Cancelled or expired                  |  | (233,132   | ) |  | $                            | 8.15 |                                     |    |                                                   |   |     
|                                      |  |            |   |  |                              |      |                                     |     |                                                   |   |      
|Options outstanding - July 1, 2007    |  | 10,089,245 |   |  | $                            | 2.74 |                                     | 8.9 |                                                   |   | 2,709
|Unvested                              |  | (8,538,059 | ) |  | $                            | 1.55 |                                     | 9.8 |                                                   |   | 2,709
|                                      |  |            |   |  |                              |      |                                     |     |                                                   |   |      
|Options exercisable  July 1, 2007    |  | 1,551,186  |   |  | $                            | 9.30 |                                     | 4.6 |                                                   | $ |     
|                                      |  |            |   |  |                              |      |                                     |     |                                                   |   |      

The range of exercise prices of the exercisable options and outstanding options at July 1,
2007 are as follows:



|                                |  |                             |  |                             |  |                                     
|------------------------------- |  | --------------------------- |  | --------------------------- |  | ------------------------------------
|Weighted Average Exercise Price |  | Number ofExercisableOptions |  | Number ofOutstandingOptions |  | WeightedAverageRemainingLife (Years)
|$1.52 - $4.11                   |  | 286,757                     |  | 8,824,816                   |  | 9.7                                 
|$4.12 - $8.23                   |  | 90,760                      |  | 90,760                      |  | 3.0                                 
|$8.24 - $12.34                  |  | 927,803                     |  | 927,803                     |  | 4.6                                 
|$12.35 - $16.45                 |  | 225,616                     |  | 225,616                     |  | 2.4                                 
|$16.46 - $20.57                 |  | 14,250                      |  | 14,250                      |  | 2.5                                 
|$20.58 - $24.68                 |  | 6,000                       |  | 6,000                       |  | 1.6                                 
|                                |  |                             |  |                             |  |                                     
|Totals                          |  | 1,551,186                   |  | 10,089,245                  |  | 8.9                                 
|                                |  |                             |  |                             |  |                                     

On April 19, 2007, we issued a warrant to purchase up to 200,000 shares of common stock
vesting immediately with an exercise price of $1.40 and a five-year term. The warrant is classified on the balance sheet as a liability, because we have the option to settle in cash. At July 1, 2007, the fair value of the warrant was $0.1
million. The following assumptions were used in determining the fair value of the warrant as of July 1, 2007.



|                                |  |                               |  
|------------------------------- |  | ----------------------------- | -
|                                |  | Warrant ValuationJuly 1, 2007 |  
|Expected stock price volatility |  | 62.65                         | %
|Expected life (in years)        |  | 5                             |  
|Risk-free interest rate         |  | 4.92                          | %
|Expected dividend yield         |  | 0                             | %



13



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##### Table of Contents

As part of the recapitalization plan, all of Wolverine's outstanding restricted stock vested. The
result of this accelerated vesting was an expense of approximately $0.3 million dollars, which increased the loss per share for the six months ended July 1, 2007 by $0.02 per basic share. As of July 1, 2007 we had no unvested
restricted shares.



|(7) | Interest Expense
|--- | ----------------

The following table summarizes
interest expense, net:



|                                 |  |                    |       |   |                  |   |       |              |  |   |              |   |  |   |        |  
|-------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                 |  | Three months ended |       |   | Six months ended |  
|(in thousands)                   |  | July 1, 2007       |       |   | July 2, 2006     |   |       | July 1, 2007 |  |   | July 2, 2006 |  
|Interest expense                 |  | $                  | 5,421 |   |                  | $ | 5,272 |              |  | $ | 10,922       |   |  | $ | 10,461 |  
|Interest income                  |  |                    | (148  | ) |                  |   | (205  | )            |  |   | (296         | ) |  |   | (326   | )
|Effect of interest rate swap (1) |  |                    |      |   |                  |   | 298   |              |  |   |             |   |  |   | 497    |  
|Capitalized interest             |  |                    | (16   | ) |                  |   | (26   | )            |  |   | (45          | ) |  |   | (51    | )
|                                 |  |                    |       |   |                  |   |       |              |  |   |              |   |  |   |        |  
|Interest expense, net            |  | $                  | 5,257 |   |                  | $ | 5,339 |              |  | $ | 10,581       |   |  | $ | 10,581 |  
|                                 |  |                    |       |   |                  |   |       |              |  |   |              |   |  |   |        |  



|(1) | The swap was terminated August 25, 2006
|--- | ---------------------------------------



|(8) | Debt
|--- | ----

The following table summarizes long-term
debt:



|                                                                                 |  |              |         |   |                   |   |         |  
|-------------------------------------------------------------------------------- |  | ------------ | ------- | - | ----------------- | - | ------- | -
|(In thousands)                                                                   |  | July 1, 2007 |         |   | December 31, 2006 |  
|Secured revolving credit facility                                                |  | $            |        |   |                   | $ | 2,000   |  
|Senior Notes, 7.375%, due August 2008                                            |  |              | 136,750 |   |                   |   | 136,750 |  
|Discount on 7.375% Senior Notes, original issue discount amortized over 10 years |  |              | (31     | ) |                   |   | (46     | )
|Senior Notes, 10.5%, due April 2009                                              |  |              | 99,400  |   |                   |   | 99,400  |  
|Discount on 10.5% Senior Notes, original issue discount amortized over 7 years   |  |              | (300    | ) |                   |   | (386    | )
|Capitalized leases                                                               |  |              | 101     |   |                   |   | 86      |  
|Netherlands facility, 6.5%, due on demand                                        |  |              | 1,152   |   |                   |   | 1,176   |  
|Portugal, loan from government                                                   |  |              | 907     |   |                   |   | 1,020   |  
|                                                                                 |  |              |         |   |                   |   |         |  
|Total debt                                                                       |  |              | 237,979 |   |                   |   | 240,000 |  
|Less short-term borrowings                                                       |  |              | (1,514  | ) |                   |   | (1,638  | )
|                                                                                 |  |              |         |   |                   |   |         |  
|Total long-term debt                                                             |  | $            | 236,465 |   |                   | $ | 238,362 |  
|                                                                                 |  |              |         |   |                   |   |         |  

During the second quarter of 2007, our liquidity facilities consisted of a receivables sale
facility of up to $90 million (see Note 9, Receivables Sale Facility, below) and a secured revolving credit facility of up to $35 million. In addition, we have a silver consignment facility under which we may request



14



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##### Table of Contents

consignments of silver with an aggregate value up to the lesser of $25.0 million or 90% (previously 85%) of the aggregate undrawn face amount of letters of
credit required to be provided to the facility provider. The terms of the secured revolving credit facility and the silver consignment facility, as amended through the first quarter of 2007, are described in Note 10 of the Notes to the Consolidated
Financial Statements contained in our 2006 Form 10-K/A, as updated by the disclosure in Note 8 to the Unaudited Condensed Consolidated Financial Statements contained in our Form 10-Q for the quarter ended April 1, 2007. In the second quarter of
2007, we further amended both the secured revolving credit facility and the silver consignment facility.

Effective as of June 30,
2007, we amended the secured revolving credit facility to revise the definition of Consolidated EBITDA to increase the amount of certain restructuring charges permitted to be included therein for purposes of our compliance with the
minimum consolidated EBITDA covenants contained in the secured revolving credit facility and the receivables sale facility. Effective as of June 30, 2007, up to $48,526,000 in non-cash restructuring charges and $7,600,000 in cash restructuring
charges for the 2006 fiscal year are permitted to be included in the calculation of Consolidated EBITDA. In addition, this amendment further revised the Consolidated EBITDA definition to exclude all non-cash income related to the embedded
derivatives associated with our Preferred Stock recorded subsequent to the fiscal quarter ended July 1, 2007. As of July 1, 2007 and after giving effect to this amendment, we were in compliance with the covenants contained in our liquidity
facilities, including the financial covenants contained in the secured revolving credit facility and in the receivables sale facility.

We
had no borrowings outstanding under our secured revolving credit facility at July 1, 2007 the availability of which was $35 million. After taking into account $23.3 million of standby letters of credit outstanding, we had $11.7 million in
borrowing availability under our secured revolving credit facility as of that date. As of December 31, 2006 our availability was $31.5 million. We had $2.0 million outstanding under our secured revolving credit facility, and approximately $6.8
million of standby letters of credit outstanding. After taking into account $3.2 million of reserves and other holdbacks, we had $19.5 million in additional borrowing availability under the secured revolving credit facility as of that date.

Effective April 2, 2007 the silver consignment facility was amended to reflect certain adjustments in the manner in which the
facility provider consigns precious metal to its customers, including, for example, a limitation of the facility to fixed rate consignments, and the introduction of a third-party precious metal supplier. On June 29, 2007, we further amended the
facility to increase the aggregate value of consigned silver we may request, within the overall $25 million facility limit, to the lesser of $25 million or 90% (an increase from the previous discount rate of 85%) of the aggregate undrawn face amount
of letters of credit we are required to provide the facility provider.

Under our silver consignment facility at July 1, 2007, we had
provided $16.5 million in letters of credit to support the facility, resulting in approximately $14.9 million of total availability thereunder. As of July 1, 2007, we had $12.8 million of silver in our inventory under the facility, with a
corresponding amount included in accounts payable. There was no silver consignment facility in place at December 31, 2006.



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On August 25, 2006, we terminated the interest rate swap on our 7.375% Senior Notes and paid $1.8
million representing the interest accrued through the date of termination in August and the termination fee. Taking into account the gain recorded from the inception of the interest rate swap to the termination of $1.1 million and the termination
fee of $1.7 million, or a net increase in interest of $0.6 million, the effective annual rate of the underlying 7.375% Senior Notes to their maturity date in August 2008 is 7.578%.



|(9) | Receivables Sale Facility
|--- | -------------------------

The terms of our $90
million receivables sale facility are described in Note 11 of the Notes to Consolidated Financial Statements contained in our 2006 Form 10-K/A, as updated by the disclosure in Note 9 to the Unaudited Condensed Consolidated Financial Statements
contained in our form 10-Q for the quarter ended April 1, 2007.

As of July 1, 2007, the value of receivables interests eligible
to be purchased under the facility totaled approximately $82.0 million. We had $40.0 million outstanding as of July 1, 2007, leaving an availability of $42.0 million.

In accordance with the provisions of SFAS 140 we include in accounts receivable in our consolidated balance sheets the portion of receivables sold to DEJ
98 Finance, LLC (DEJ) which have not been resold by DEJ to certain purchasers (the Liquidity Banks). At July 1, 2007 and December 31, 2006, our retained interests in these receivables were $87.1 million and $34.2 million, respectively. At
July 1, 2007, the outstanding advance under the agreements was $40.0 million. Accordingly, accounts receivable in the consolidated balance sheets have been reduced by an equal amount, representing the face amount of the outstanding
receivables sold at that date.

Other than the receivables sale facility, we had no other off-balance sheet arrangements as of July 1,
2007, that either have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital
resources.



|(10) | Contingencies
|---- | -------------

We are subject to extensive
environmental regulations imposed by local, state, federal and provincial authorities in the U.S., Canada, China, Portugal and Mexico with respect to air emission, discharges to waterways, and the generation, handling, storage, transportation,
treatment and disposal of waste material, and we have received various communications from regulatory authorities concerning environmental matters. There were no significant changes to report from prior periods. We have accrued undiscounted
estimated environmental remediation costs of $12.4 million as of July 1, 2007 related to our operating facilities. However, actual costs related to these environmental matters could differ materially from the amounts we estimated and have
accrued at July 1, 2007, and could result in additional exposure if these environmental matters are not resolved as anticipated.



16



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##### Table of Contents

|(11) | Comprehensive Income (Loss)
|---- | ---------------------------

The following table
summarizes comprehensive income (loss):



|                                                                                  |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------ | -
|                                                                                  |  | Three months ended |        |   | Six months ended |  
|(In thousands)                                                                    |  | July 1, 2007       |        |   | July 2, 2006     |   |        | July 1, 2007 |  |   | July 2, 2006 |  
|Net income                                                                        |  | $                  | 12,716 |   |                  | $ | 6,409  |              |  | $ | 10,566       |   |  | $ | 4,292  |  
|Translation adjustment for financial statements denominated in a foreign currency |  |                    | 4,060  |   |                  |   | 6,151  |              |  |   | 4,991        |   |  |   | 6,721  |  
|Unrealized gain/(loss) on cash flow hedges                                        |  |                    | (627   | ) |                  |   | (2,201 | )            |  |   | 2,203        |   |  |   | (5,089 | )
|Recognized gains related to pension and post-retirement benefit plans (1)         |  |                    | (219   | ) |                  |   | (78    | )            |  |   | (33          | ) |  |   | (76    | )
|                                                                                  |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  
|Comprehensive income                                                              |  | $                  | 15,930 |   |                  | $ | 10,281 |              |  | $ | 17,727       |   |  | $ | 5,848  |  
|                                                                                  |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |        |  



|(1) | Amounts presented for 2007 in accordance with recently adopted provisions of SFAS 158
|--- | -------------------------------------------------------------------------------------



|(12) | Advisory Fees and Severance Expenses
|---- | ------------------------------------

We have
secured the services of certain financial, legal and business advisors to consult on issues including strategic planning and the restructuring of our balance sheet. We have also recorded severance and other expenses for certain individuals related
to the change in control which occurred on February 16, 2007. Our pre-tax expenses are provided below.



|                                                              |  |                    |       |                  |   |              |  |              |       |  |   |      
|------------------------------------------------------------- |  | ------------------ | ----- | ---------------- | - | ------------ |  | ------------ | ----- |  | - | -----
|                                                              |  | Three months ended |       | Six months ended
|(In thousands except per share amounts)                       |  | July 1, 2007       |       | July 2, 2006     |   | July 1, 2007 |  | July 2, 2006
|Professional fees                                             |  | $                  | 527   |                  | $ | 2,115        |  | $            | 1,026 |  | $ | 2,115
|Severance and other expenses related to the change in control |  |                    | 1,878 |                  |   |             |  |              | 5,059 |  |   |     
|                                                              |  |                    |       |                  |   |              |  |              |       |  |   |      
|Total advisory fees and severance expenses                    |  | $                  | 2,405 |                  | $ | 2,115        |  | $            | 6,085 |  | $ | 2,115
|                                                              |  |                    |       |                  |   |              |  |              |       |  |   |      



|(13) | Restructuring and Impairment Charges
|---- | ------------------------------------

On
September 13, 2006, we announced the planned closure of our manufacturing facilities located in Jackson, Tennessee and Montreal, Quebec. In addition, we also announced moving our U.S. wholesale distribution facility into the Decatur, Alabama
plant location. According to plan, the operations at the Montreal, Quebec and Jackson, Tennessee facilities were phased out by the end of 2006. The consolidation of the U.S. wholesale distribution facility was also completed by the end of 2006.

We recognized charges during the three months and six months ended July 1, 2007 before tax totaling $0.8 million (all cash) and
$3.7 million (of which $2.4 million was cash) respectively. The two facilities that were closed employed approximately 400 persons at the time of the closure announcement.



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The following tables present the major costs associated with each of the restructuring activities:



|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|------------------------------------------------ |  | ------------------------------ | --- | - | ---------------------------- | - | ----- | --------------------------------------- |  | - | ------
|Montreal, Quebec Closing (In thousands)          |  | Three months endedJuly 1, 2007 |     |   | Six months endedJuly 1, 2007 |   |       | Cumulative incurredthrough July 1, 2007
|Description                                      |  |                                |     |   |                              |   |       |                                         |  |   |       
|Impair and liquidate current assets              |  | $                              | 112 |   |                              | $ | 54    |                                         |  | $ | 3,972 
|Employee related costs                           |  |                                |    |   |                              |   | 2     |                                         |  |   | 9,642 
|Environmental remediation                        |  |                                |    |   |                              |   |      |                                         |  |   | 11,538
|Wind down and carrying costs                     |  |                                | 417 |   |                              |   | 1,041 |                                         |  |   | 1,855 
|Other costs                                      |  |                                | (11 | ) |                              |   | 90    |                                         |  |   | 129   
|Fixed asset impairment                           |  |                                |    |   |                              |   |      |                                         |  |   | 14,796
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|Subtotal                                         |  |                                | 518 |   |                              |   | 1,187 |                                         |  |   | 41,932
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|                                                 |  |                                |    
|Jackson, Tennessee Closing (In thousands)        |  |                                |     |   |                              |   |       |                                        
|Description                                      |  |                                |     |   |                              |   |       |                                         |  |   |       
|Impair and liquidate current assets              |  |                                |    |   |                              |   |      |                                         |  |   | 746   
|Employee related costs                           |  |                                |    |   |                              |   | 1     |                                         |  |   | 302   
|Environmental remediation                        |  |                                | 11  |   |                              |   | 11    |                                         |  |   | 86    
|Wind down and carrying costs                     |  |                                | 181 |   |                              |   | 700   |                                         |  |   | 1,034 
|Other costs                                      |  |                                | 49  |   |                              |   | 380   |                                         |  |   | 639   
|Fixed asset impairment                           |  |                                | (17 | ) |                              |   | 1,383 |                                         |  |   | 16,143
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|Subtotal                                         |  |                                | 224 |   |                              |   | 2,475 |                                         |  |   | 18,950
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|                                                 |  |                                |    
|Wholesale Distribution Relocation (In thousands) |  |                                |     |   |                              |   |       |                                        
|Description                                      |  |                                |     |   |                              |   |       |                                         |  |   |       
|Cost to move inventory                           |  |                                | (30 | ) |                              |   | (30   | )                                       |  |   |      
|Building lease termination                       |  |                                | 64  |   |                              |   | 64    |                                         |  |   | 392   
|Other costs                                      |  |                                | 3   |   |                              |   | 6     |                                         |  |   | 3     
|Fixed asset impairment                           |  |                                |    |   |                              |   |      |                                         |  |   | 71    
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|Subtotal                                         |  |                                | 37  |   |                              |   | 40    |                                         |  |   | 466   
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       
|Total restructuring and impairment charges       |  | $                              | 779 |   |                              | $ | 3,702 |                                         |  | $ | 61,348
|                                                 |  |                                |     |   |                              |   |       |                                         |  |   |       

At the end of the second quarter of 2007, we had reserves of $1.8 million outstanding related to
restructuring activities as compared with $86 thousand for the same period in 2006.



|(14) | Industry Segments
|---- | -----------------

We currently operate in two
business segments: Commercial Products and Wholesale Products. Commercial Products consist primarily of high value added products sold directly to original equipment manufacturers and include technical, industrial, and copper alloy tubes, fabricated
products, and metal joining products. The Commercial Products segment includes manufacturing plants in the U.S., Canada, China, Portugal and Mexico and a distribution center in The Netherlands. Wholesale Products are commodity-type plumbing and
refrigeration tube products, which are primarily sold to plumbing wholesalers and distributors. The Wholesale Products segment includes manufacturing facilities in the U.S. and Canada. Prior to 2007, our business also included a Rod, Bar and Other
Products segment comprising a broad range of copper and copper alloy solid products as well as a distribution business in The Netherlands. The Netherlands distribution business is now included in the Commercial Products segment for the current
quarter and the comparable period in 2006. The Rod, Bar and Other Products segment had a manufacturing facility in Montreal. On September 13, 2006 we announced the closing of our Montreal facility and our plan to exit the rod and bar business
which was not a material element of the consolidated statement of operations and therefore not reported as discontinued operations. Our product segments share a common sales, marketing and distribution effort. The performance of our operating
segments is measured on net sales and gross profit. The level of net sales is directly impacted by the price of metal, primarily copper. We do not allocate to each reportable segment asset amounts and items of income and expense below gross profit.



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##### Table of Contents

Summarized financial information concerning our reportable segments is shown in the following table:



|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|----------------------- |  | ------------------ | ------- | ------------ | ---------------- | ------- | ------------ |  | ------------ | ------- |  | - | ------- | -
|                        |  | Three months ended |         |              | Six months ended |        
|(In thousands)          |  | July 1, 2007       |         | July 2, 2006 |                  |         | July 1, 2007 |  | July 2, 2006 |        
|Pounds Shipped:         |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Commercial              |  |                    | 63,182  |              |                  | 68,453  |              |  |              | 113,737 |  |   | 133,233 |  
|Wholesale               |  |                    | 21,836  |              |                  | 28,480  |              |  |              | 40,672  |  |   | 51,263  |  
|Rod, bar, and other (1) |  |                    |        |              |                  | 4,981   |              |  |              |        |  |   | 9,622   |  
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Total pounds shipped    |  |                    | 85,018  |              |                  | 101,914 |              |  |              | 154,409 |  |   | 194,118 |  
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Net sales:              |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Commercial              |  | $                  | 284,545 |              | $                | 278,445 |              |  | $            | 505,731 |  | $ | 498,105 |  
|Wholesale               |  |                    | 98,606  |              |                  | 123,454 |              |  |              | 164,123 |  |   | 189,320 |  
|Rod, bar, and other (1) |  |                    |        |              |                  | 16,085  |              |  |              |        |  |   | 28,871  |  
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Total net sales         |  | $                  | 383,151 |              | $                | 417,984 |              |  | $            | 669,854 |  | $ | 716,296 |  
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Gross Profit:           |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Commercial              |  | $                  | 15,066  |              | $                | 8,582   |              |  | $            | 26,781  |  | $ | 17,745  |  
|Wholesale               |  |                    | 11,751  |              |                  | 22,286  |              |  |              | 15,577  |  |   | 24,454  |  
|Rod, bar, and other (1) |  |                    |        |              |                  | (1,731  | )            |  |              |        |  |   | (2,180  | )
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  
|Total gross profit      |  | $                  | 26,817  |              | $                | 29,137  |              |  | $            | 42,358  |  | $ | 40,019  |  
|                        |  |                    |         |              |                  |         |              |  |              |         |  |   |         |  



|(1) | The Netherlands distribution business is included in the Commercial segment in both 2007 and 2006.
|--- | --------------------------------------------------------------------------------------------------

The net sales reclassified in 2006 were $5.6 million for the three-month period and $10.7 million for the six-month period. Gross profit reclassified in 2006 was $0.8 million for the three month period and $1.6
million for the six month period.

Information concerning enterprise-wide revenues by product line is shown in the following table:



|                          |  |                    |         |                  |   |              |  |              |         |  |   |        
|------------------------- |  | ------------------ | ------- | ---------------- | - | ------------ |  | ------------ | ------- |  | - | -------
|                          |  | Three months ended |         | Six months ended
|(In thousands)            |  | July 1, 2007       |         | July 2, 2006     |   | July 1, 2007 |  | July 2, 2006
|Commercial Products:      |  |                    |         |                  |   |              |  |              |         |  |   |        
|Tube Products             |  | $                  | 201,885 |                  | $ | 192,959      |  | $            | 348,317 |  | $ | 338,879
|Fabricated Products       |  |                    | 53,366  |                  |   | 52,782       |  |              | 100,386 |  |   | 97,714 
|Other Products            |  |                    | 29,294  |                  |   | 32,704       |  |              | 57,028  |  |   | 61,512 
|                          |  |                    |         |                  |   |              |  |              |         |  |   |        
|Total Commercial Products |  |                    | 284,545 |                  |   | 278,445      |  |              | 505,731 |  |   | 498,105
|Wholesale Products        |  |                    |         |                  |   |              |  |              |         |  |   |        
|Plumbing Tube             |  |                    | 75,107  |                  |   | 94,217       |  |              | 129,779 |  |   | 147,483
|Refrigeration Tube        |  |                    | 23,499  |                  |   | 29,237       |  |              | 34,344  |  |   | 41,837 
|                          |  |                    |         |                  |   |              |  |              |         |  |   |        
|Total Wholesale Products  |  |                    | 98,606  |                  |   | 123,454      |  |              | 164,123 |  |   | 189,320
|                          |  |                    |         |                  |   |              |  |              |         |  |   |        
|Rod, bar, and other       |  |                    |        |                  |   | 16,085       |  |              |        |  |   | 28,871 
|                          |  |                    |         |                  |   |              |  |              |         |  |   |        
|Total                     |  | $                  | 383,151 |                  | $ | 417,984      |  | $            | 669,854 |  | $ | 716,296
|                          |  |                    |         |                  |   |              |  |              |         |  |   |        

Also included in Other Products in Commercial Products above are our Metal Joining and
Copper Alloy products lines, as individually each of those product lines represent less than 10% of our total sales for each year.



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|(15) | Pension Plans
|---- | -------------

Defined Contribution Plans

We have 401(k) plans covering substantially all of our U.S. employees. We recorded expense with respect to these plans of $1.2 million and $1.6 million
for the three months ended July 1, 2007 and July 2, 2006, respectively. We recorded expense with respect to these plans of $2.1 million and $1.8 million for the six months ended July 1, 2007 and July 2, 2006, respectively.
Contributions made under our defined contribution plans may include the following components: (i) a match, at our discretion, of employee salaries contributed to the plans; (ii) a contribution amount equal to 3% of an employees
annual salary; (iii) a gain share component dependent upon us attaining certain financial performance targets; and (iv) a transition provision, providing for contributions for five years, based upon an employees age and
years of service.

U.S. Qualified Retirement Plan

The following table summarizes the components of net periodic pension cost for the U.S. Qualified Retirement Plan:



|                                    |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |         |  
|----------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                    |  | Three months ended |        |   | Six months ended |  
|(In thousands)                      |  | July 1, 2007       |        |   | July 2, 2006     |   |        | July 1, 2007 |  |   | July 2, 2006 |  
|Service cost                        |  | $                  |       |   |                  | $ | (91    | )            |  | $ |             |   |  | $ | 1,005   |  
|Interest cost                       |  |                    | 2,333  |   |                  |   | (1,018 | )            |  |   | 4,666        |   |  |   | 11,284  |  
|Expected return on plan assets      |  |                    | (2,691 | ) |                  |   | 1,162  |              |  |   | (5,382       | ) |  |   | (12,876 | )
|Amortization of net actuarial loss  |  |                    | 176    |   |                  |   | (116   | )            |  |   | 352          |   |  |   | 1,285   |  
|                                    |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |         |  
|Net periodic pension cost/(benefit) |  | $                  | (182   | ) |                  | $ | (63    | )            |  | $ | (364         | ) |  | $ | 698     |  
|                                    |  |                    |        |   |                  |   |        |              |  |   |              |   |  |   |         |  

U.S. Nonqualified Retirement Plan

Effective February 28, 2006, our U.S. non-qualified retirement plan, the Supplemental Benefit Restoration Plan, was frozen.

The following table summarizes the components of net periodic pension cost for the Supplemental Benefit Restoration Plan for the three and six months
ended July 1, 2007 and July 2, 2006 respectively:



|                          |  |                    |    |                  |   |              |  |              |    |  |   |   
|------------------------- |  | ------------------ | -- | ---------------- | - | ------------ |  | ------------ | -- |  | - | --
|                          |  | Three months ended |    | Six months ended
|(In thousands)            |  | July 1, 2007       |    | July 2, 2006     |   | July 1, 2007 |  | July 2, 2006
|Service cost              |  | $                  |   |                  | $ | 3            |  | $            |   |  | $ | 6 
|Interest cost             |  |                    | 16 |                  |   | 15           |  |              | 32 |  |   | 33
|Amortization of loss      |  |                    | 1  |                  |   | 1            |  |              | 1  |  |   | 1 
|FAS 88 settlement         |  |                    |   |                  |   | 23           |  |              |   |  |   | 51
|                          |  |                    |    |                  |   |              |  |              |    |  |   |   
|Net periodic pension cost |  | $                  | 17 |                  | $ | 42           |  | $            | 33 |  | $ | 91
|                          |  |                    |    |                  |   |              |  |              |    |  |   |   



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Canadian Plans

On September 13, 2006, we announced the decision to close the Montreal, Quebec facility. On January 31, 2007, in connection with the closure, our two noncontributory defined benefit pension plans covering
substantially all our employees at the Montreal, Quebec facility were terminated. In accordance with Statement of Financial Accounting Standards No. 88, Employers Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits (SFAS 88), during 2006 we recorded $4.2 million in curtailment charges for the Canadian operational and salaried pension plans. It is expected that these plans will be settled in the third
quarter of 2007 and we currently anticipate funding a total of approximately $3.2 million for the two plans, of which $1.5 million was contributed to the assets of the plans in the first quarter of 2007. On February 23, 2007 we purchased
annuities for the two plans from plan assets. The result of this event will be reflected in the third quarter of 2007 when we will book the final settlement net of any remaining funding.

Prior to the termination of the Canadian operational and salary plans, disclosures were shown separately. As these plans were terminated on
January 31, 2007 and as there is no expense for the six months ended July 1, 2007, we have combined them as shown below. The following table summarizes the components of net periodic pension cost for the Canadian pension plans for the
three and six months ended July 2, 2006:



|                                   |  |                                |      |   |                              |   |      |  
|---------------------------------- |  | ------------------------------ | ---- | - | ---------------------------- | - | ---- | -
|(In thousands)                     |  | Three months endedJuly 2, 2006 |      |   | Six months endedJuly 2, 2006 |  
|Service cost                       |  | $                              | 230  |   |                              | $ | 453  |  
|Interest cost                      |  |                                | 418  |   |                              |   | 822  |  
|Expected return on plan assets     |  |                                | (474 | ) |                              |   | (932 | )
|Amortization of prior service cost |  |                                | 37   |   |                              |   | 73   |  
|Amortization of net actuarial loss |  |                                | 34   |   |                              |   | 66   |  
|                                   |  |                                |      |   |                              |   |      |  
|Net periodic pension cost          |  | $                              | 245  |   |                              | $ | 482  |  
|                                   |  |                                |      |   |                              |   |      |  

Postretirement Benefit Obligation

The following table summarizes the components of the net periodic costs for both U.S. and Canadian postretirement benefits for the three and six months
ended July 1, 2007 and July 2, 2006 respectively:



|                                   |  |                    |      |   |                  |   |     |              |  |   |              |   |  |   |     |  
|---------------------------------- |  | ------------------ | ---- | - | ---------------- | - | --- | ------------ |  | - | ------------ | - |  | - | --- | -
|                                   |  | Three months ended |      |   | Six months ended |  
|(In thousands)                     |  | July 1, 2007       |      |   | July 2, 2006     |   |     | July 1, 2007 |  |   | July 2, 2006 |  
|Service cost                       |  | $                  | 57   |   |                  | $ | 130 |              |  | $ | 113          |   |  | $ | 258 |  
|Interest cost                      |  |                    | 213  |   |                  |   | 287 |              |  |   | 420          |   |  |   | 569 |  
|Amortization of prior service cost |  |                    | (12  | ) |                  |   | (12 | )            |  |   | (24          | ) |  |   | (25 | )
|Amortization of deferred gain      |  |                    | (112 | ) |                  |   | (3  | )            |  |   | (226         | ) |  |   | (7  | )
|                                   |  |                    |      |   |                  |   |     |              |  |   |              |   |  |   |     |  
|Net periodic cost                  |  | $                  | 146  |   |                  | $ | 402 |              |  | $ | 283          |   |  | $ | 795 |  
|                                   |  |                    |      |   |                  |   |     |              |  |   |              |   |  |   |     |  



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|(16) | Assets Held for Sale
|---- | --------------------

At the end of the second
quarter of 2007, we had assets held for sale associated with our Montreal, Quebec and Jackson, Tennessee facilities in the amount of $10.2 million.



|(17) | Income Taxes
|---- | ------------

Effective January 1, 2007, we
adopted FIN 48. FIN 48 dictates a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition of
income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax
disclosures. The cumulative effects of applying this interpretation have been recorded as a decrease of $3.2 million in current income taxes payable, and an increase of $3.2 million in other liabilities (which would have no material impact upon the
table of contractual obligations provided in our Annual Report on Form 10-K/A for the year ended December 31, 2006).

In conjunction
with the adoption of FIN 48, we have classified uncertain tax positions of $3.2 million as other non-current liabilities on the Condensed Consolidated Balance Sheets unless expected to be paid in one year. We do not expect that unrecognized tax
benefits will significantly increase or decrease within the next 12 months. Penalties and tax-related interest expense are reported in other expense, net and interest and amortization expense, net, respectively, on the Condensed Consolidated
Statements of Operations. As of July 1, 2007, no significant changes to these amounts have occurred since the adoption of FIN 48.

As
of July 1, 2007, we were subject to examination in the U.S. federal tax jurisdiction and various states for the 2003-2006 tax years. We were also subject to examination in various foreign jurisdictions for the 2002-2006 tax years. We believe
appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

We recorded tax expense in the
second quarter of 2007 related to certain foreign jurisdictions where we reported income. In conjunction with our U.S. operations we recorded an income tax benefit and an offsetting deferred tax valuation allowance. In our Canadian operations, we
recorded tax expense, however, since we have net operating loss carryforwards for which a valuation allowance was recorded, we reversed an equal amount of valuation allowance for no net tax expense. This resulted in income tax expense of $1.7
million for the second quarter of 2007, or an effective tax rate of 11.9%. For the second quarter of 2006, the income tax expense recorded was $2.5 million for an effective tax rate of 28.2%.

As of December 31, 2006, we had U.S. federal net operating loss carryforwards of $105.0 million, which expire at various times beginning in 2007
through 2026. These net operating loss carryforwards are subject to a valuation allowance due to the uncertain nature of the realization of the losses. In addition, Section 382 of the Internal Revenue Code imposes certain restrictions on the
utilization of net operating loss carryforwards and other tax attributes after an ownership change, as defined in Section 382. On February 16, 2007 we had a Section 382 ownership change which will significantly limit the possible
utilization of net operating loss carryforwards in the future. Accordingly, in the event we would otherwise be able to utilize the net operating loss carryforwards to offset taxable income generated in this or future tax years, we will be
subject to an annual limitation of approximately $1.3 million of these net operating losses for U.S. federal and state income tax purposes.



22



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##### Table of Contents

|(18) | Litigation
|---- | ----------

Our facilities and operations are
subject to extensive environmental laws and regulations, and we are currently involved in various proceedings relating to environmental matters (See Note 10, Contingencies). We are not involved in any legal proceedings that we believe could
have a material adverse effect upon our business, operating results or financial condition.



|(19) | Condensed Consolidating Financial Information
|---- | ---------------------------------------------

The
following tables present condensed consolidating financial information for: (a) Wolverine Tube, Inc. (the Parent) on a stand-alone basis; (b) on a combined basis, the guarantors of the 10.5% Senior Notes and 7.375% Senior Notes
(Subsidiary Guarantors), which include TF Investor, Inc.; Tube Forming, L.P.; Wolverine Finance, LLC; Wolverine China Investments, LLC; Small Tube Manufacturing, LLC; Wolverine Joining Technologies, LLC; WT Holding Company, Inc. and Tube
Forming Holdings, Inc.; and (c) on a combined basis, the Non-Guarantor Subsidiaries, which include Wolverine Tube (Canada) Inc.; 3072452 Nova Scotia Company; 3072453 Nova Scotia Company; 3072996 Nova Scotia Company; Wolverine Tube Canada
Limited Partnership; Wolverine Tube (Shanghai) Limited; Wolverine European Holdings BV; Wolverine Tube Europe BV; Wolverine Tube, BV; Wolverine Tubagem (Portugal), Lda; Wolverine Joining Technologies Canada, Inc.; Wolverine Europe (EURL); WLVN de
Latinoamerica, S. de R.L. de C.V.; WLV Mexico, S. de R.L. de C.V.; and DEJ 98 Finance, LLC. Each Subsidiary Guarantor is 100% owned by Wolverine Tube, Inc. The guarantees of each of the Subsidiary Guarantors are full, unconditional, joint and
several. Accordingly, separate financial statements of the 100% owned Subsidiary Guarantors are not presented because the Subsidiary Guarantors are jointly, severally and unconditionally liable under the guarantees, and we believe separate financial
statements and other disclosures regarding the Subsidiary Guarantors are not material to investors. Furthermore, there are no significant legal restrictions on the Parents ability to obtain funds from its subsidiaries by dividend or loan.

The Parent is comprised of manufacturing operations located in Alabama, Oklahoma, Tennessee, and Mississippi and certain corporate
management, sales and marketing, information services and finance functions mostly located in Alabama but in the case of sales, regionally located near our major customers.



23



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Operations

For the Three Months Ended
July 1, 2007

(Unaudited)



|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------- | - | -------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  | Parent |         |   | SubsidiaryGuarantors |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Net sales                                                         |  | $      | 262,907 |   |                      | $ | 64,243 |                           |  | $ | 95,411       |   |  | $            | (39,410 | ) |  | $ | 383,151 |  
|Cost of goods sold                                                |  |        | 247,888 |   |                      |   | 58,186 |                           |  |   | 89,670       |   |  |              | (39,410 | ) |  |   | 356,334 |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Gross profit                                                      |  |        | 15,019  |   |                      |   | 6,057  |                           |  |   | 5,741        |   |  |              |        |   |  |   | 26,817  |  
|Selling, general and administrative expenses                      |  |        | 6,575   |   |                      |   | 813    |                           |  |   | 956          |   |  |              |        |   |  |   | 8,344   |  
|Advisory fees and expenses                                        |  |        | 2,405   |   |                      |   |       |                           |  |   |             |   |  |              |        |   |  |   | 2,405   |  
|Restructuring and asset impairment charges                        |  |        | 261     |   |                      |   |       |                           |  |   | 518          |   |  |              |        |   |  |   | 779     |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income from operations                                            |  |        | 5,778   |   |                      |   | 5,244  |                           |  |   | 4,267        |   |  |              |        |   |  |   | 15,289  |  
|Other (income)/ expenses:                                         |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Interest and amortization expense, net                            |  |        | 5,695   |   |                      |   | (2     | )                         |  |   | 183          |   |  |              |        |   |  |   | 5,876   |  
|Loss on sale of receivables                                       |  |        |        |   |                      |   |       |                           |  |   | 810          |   |  |              |         |   |  |   | 810     |  
|Embedded derivative mark to market                                |  |        | (7,086  | ) |                      |   |       |                           |  |   |             |   |  |              |         |   |  |   | (7,086  | )
|Other (income)/expense, net                                       |  |        | 2,301   |   |                      |   | 198    |                           |  |   | (1,242       | ) |  |              |        |   |  |   | 1,257   |  
|Equity in earnings/(loss) of subsidiaries                         |  |        | 5,970   |   |                      |   |       |                           |  |   |             |   |  |              | (5,970  | ) |  |   |        |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income/(loss) before income taxes                                 |  |        | 10,838  |   |                      |   | 5,048  |                           |  |   | 4,516        |   |  |              | (5,970  | ) |  |   | 14,432  |  
|Income tax provision /(benefit)                                   |  |        | (1,878  | ) |                      |   | 1,718  |                           |  |   | 1,876        |   |  |              |        |   |  |   | 1,716   |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income/(loss)                                                 |  |        | 12,716  |   |                      |   | 3,330  |                           |  |   | 2,640        |   |  |              | (5,970  | ) |  |   | 12,716  |  
|Less accretion of convertible preferred stock to redemption value |  |        | 1,255   |   |                      |   |       |                           |  |   |             |   |  |              |        |   |  |   | 1,255   |  
|Less preferred stock dividends                                    |  |        | 1,000   |   |                      |   |       |                           |  |   |             |   |  |              |        |   |  |   | 1,000   |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income/(loss) applicable to common shares                     |  | $      | 10,461  |   |                      | $ | 3,330  |                           |  | $ | 2,640        |   |  | $            | (5,970  | ) |  | $ | 10,461  |  
|                                                                  |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |         |  

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Operations

For the Three Months Ended July 2, 2006

(Unaudited)



|                                             |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        
|-------------------------------------------- |  | ------ | ------- | - | -------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|(In thousands)                               |  | Parent |         |   | SubsidiaryGuarantors |   |        | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Net sales                                    |  | $      | 257,248 |   |                      | $ | 60,527 |                           |  | $ | 131,826      |   |  | $            | (31,617 | ) |  | $ | 417,984
|Cost of goods sold                           |  |        | 240,281 |   |                      |   | 52,025 |                           |  |   | 128,158      |   |  |              | (31,617 | ) |  |   | 388,847
|                                             |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        
|Gross profit                                 |  |        | 16,967  |   |                      |   | 8,502  |                           |  |   | 3,668        |   |  |              |        |   |  |   | 29,137 
|Selling, general and administrative expenses |  |        | 7,678   |   |                      |   | 689    |                           |  |   | 1,397        |   |  |              |        |   |  |   | 9,764  
|Advisory fees and expenses                   |  |        | 2,119   |   |                      |   |       |                           |  |   |             |   |  |              |        |   |  |   | 2,119  
|                                             |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        
|Operating income                             |  |        | 7,170   |   |                      |   | 7,813  |                           |  |   | 2,271        |   |  |              |        |   |  |   | 17,254 
|Other expense/(income):                      |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        
|Interest and amortization expense, net       |  |        | 5,786   |   |                      |   | (1     | )                         |  |   | 76           |   |  |              |        |   |  |   | 5,861  
|Loss on sale of receivables                  |  |        |        |   |                      |   |       |                           |  |   | 1,441        |   |  |              |        |   |  |   | 1,441  
|Other (income)/expense, net                  |  |        | 3,771   |   |                      |   | (3,132 | )                         |  |   | 390          |   |  |              |        |   |  |   | 1,029  
|Equity in earnings of subsidiaries           |  |        | 5,530   |   |                      |   |       |                           |  |   |             |   |  |              | (5,530  | ) |  |   |       
|                                             |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        
|Income/(loss) before income taxes            |  |        | 3,143   |   |                      |   | 10,946 |                           |  |   | 364          |   |  |              | (5,530  | ) |  |   | 8,923  
|Income tax provision/(benefit)               |  |        | (3,266  | ) |                      |   | 3,720  |                           |  |   | 2,060        |   |  |              |        |   |  |   | 2,514  
|Net income/(loss)                            |  | $      | 6,409   |   |                      | $ | 7,226  |                           |  | $ | (1,696       | ) |  | $            | (5,530  | ) |  | $ | 6,409  
|                                             |  |        |         |   |                      |   |        |                           |  |   |              |   |  |              |         |   |  |   |        



24



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Operations

For the Six Months Ended
July 1, 2007

(Unaudited)



|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|----------------------------------------------------------------- |  | ------ | ------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|(In thousands)                                                    |  | Parent |         |   | SubsidiaryGuarantors |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Net sales                                                         |  | $      | 442,931 |   |                      | $ | 121,629 |                           |  | $ | 168,368      |   |  | $            | (63,074 | ) |  | $ | 669,854 |  
|Cost of goods sold                                                |  |        | 423,920 |   |                      |   | 109,203 |                           |  |   | 157,447      |   |  |              | (63,074 | ) |  |   | 627,496 |  
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Gross profit                                                      |  |        | 19,011  |   |                      |   | 12,426  |                           |  |   | 10,921       |   |  |              |        |   |  |   | 42,358  |  
|Selling, general and administrative expenses                      |  |        | 12,207  |   |                      |   | 1,594   |                           |  |   | 1,984        |   |  |              |        |   |  |   | 15,785  |  
|Advisory fees and expenses                                        |  |        | 5,829   |   |                      |   |        |                           |  |   | 256          |   |  |              |        |   |  |   | 6,085   |  
|Restructuring and asset impairment charges                        |  |        | 2,515   |   |                      |   |        |                           |  |   | 1,187        |   |  |              |        |   |  |   | 3,702   |  
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income/(loss) from operations                                     |  |        | (1,540  | ) |                      |   | 10,832  |                           |  |   | 7,494        |   |  |              |        |   |  |   | 16,786  |  
|Other (income)/ expenses:                                         |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |        |   |  |   |         |  
|Interest and amortization expense, net                            |  |        | 11,421  |   |                      |   | (2      | )                         |  |   | 374          |   |  |              |        |   |  |   | 11,793  |  
|Loss on sale of receivables                                       |  |        |        |   |                      |   |        |                           |  |   | 1,318        |   |  |              |        |   |  |   | 1,318   |  
|Embedded derivative mark to market                                |  |        | (11,177 | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (11,177 | )
|Other (income)/expense, net                                       |  |        | 2,828   |   |                      |   | 392     |                           |  |   | (1,546       | ) |  |              |        |   |  |   | 1,674   |  
|Equity in earnings/(loss) of subsidiaries                         |  |        | 11,503  |   |                      |   |        |                           |  |   |             |   |  |              | (11,503 | ) |  |   |        |  
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income/(loss) before income taxes                                 |  |        | 6,891   |   |                      |   | 10,442  |                           |  |   | 7,348        |   |  |              | (11,503 | ) |  |   | 13,178  |  
|Income tax provision /(benefit)                                   |  |        | (3,675  | ) |                      |   | 3,552   |                           |  |   | 2,735        |   |  |              |        |   |  |   | 2,612   |  
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income/(loss)                                                 |  |        | 10,566  |   |                      |   | 6,890   |                           |  |   | 4,613        |   |  |              | (11,503 | ) |  |   | 10,566  |  
|Less accretion of convertible preferred stock to redemption value |  |        | 2,107   |   |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | 2,107   |  
|Less preferred stock dividends                                    |  |        | 11,118  |   |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | 11,118  |  
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income/(loss) applicable to common shares                     |  | $      | (2,659  | ) |                      | $ | 6,890   |                           |  | $ | 4,613        |   |  | $            | (11,503 | ) |  | $ | (2,659  | )
|                                                                  |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Operations

For the Six Months Ended July 2, 2006

(Unaudited)



|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|-------------------------------------------- |  | ------ | ------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|(In thousands)                               |  | Parent |         |   | SubsidiaryGuarantors |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Net sales                                    |  | $      | 435,177 |   |                      | $ | 111,586 |                           |  | $ | 228,074      |   |  | $            | (58,541 | ) |  | $ | 716,296
|Cost of goods sold                           |  |        | 412,199 |   |                      |   | 97,250  |                           |  |   | 225,369      |   |  |              | (58,541 | ) |  |   | 676,277
|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|Gross profit                                 |  |        | 22,978  |   |                      |   | 14,336  |                           |  |   | 2,705        |   |  |              |        |   |  |   | 40,019 
|Selling, general and administrative expenses |  |        | 13,364  |   |                      |   | 1,480   |                           |  |   | 2,549        |   |  |              |        |   |  |   | 17,393 
|Advisory fees and expenses                   |  |        | 2,072   |   |                      |   | (7      | )                         |  |   | 41           |   |  |              |        |   |  |   | 2,106  
|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|Operating income/ (loss)                     |  |        | 7,542   |   |                      |   | 12,863  |                           |  |   | 115          |   |  |              |        |   |  |   | 20,520 
|Other expense/(income):                      |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|Interest and amortization expense, net       |  |        | 11,534  |   |                      |   | (4      | )                         |  |   | 2            |   |  |              |        |   |  |   | 11,532 
|Loss on sale of receivables                  |  |        |        |   |                      |   |        |                           |  |   | 2,032        |   |  |              |        |   |  |   | 2,032  
|Other (income)/expense, net                  |  |        | 5,145   |   |                      |   | (4,807  | )                         |  |   | 971          |   |  |              |         |   |  |   | 1,309  
|Equity in earnings of subsidiaries           |  |        | 7,948   |   |                      |   |        |                           |  |   |             |   |  |              | (7,948  | ) |  |   |       
|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|Income/ (loss) before income taxes           |  |        | (1,189  | ) |                      |   | 17,674  |                           |  |   | (2,890       | ) |  |              | (7,948  | ) |  |   | 5,647  
|Income tax provision/ (benefit)              |  |        | (5,481  | ) |                      |   | 6,009   |                           |  |   | 827          |   |  |              |        |   |  |   | 1,355  
|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        
|Net income/ (loss)                           |  | $      | 4,292   |   |                      | $ | 11,665  |                           |  | $ | (3,717       | ) |  | $            | (7,948  | ) |  | $ | 4,292  
|                                             |  |        |         |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |        



25



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Balance Sheets

July 1, 2007

(Unaudited)



|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|------------------------------------------------------------------------ |  | ------ | ------- | - | -------------------- | - | -------- | ------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|(In thousands)                                                           |  | Parent |         |   | SubsidiaryGuarantors |   |          | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets                                                                   |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Current assets                                                           |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Cash and cash equivalents                                                |  | $      | (1,936  | ) |                      | $ |         |                           |  | $            | 15,971  |  | $            |         |   |  | $ | 14,035 
|Restricted cash                                                          |  |        | 2,477   |   |                      |   |          |                           |  |              | 620     |  |              |          |   |  |   | 3,097  
|Accounts receivable, net                                                 |  |        | 8,588   |   |                      |   | 54       |                           |  |              | 105,051 |  |              |         |   |  |   | 113,693
|Inventories                                                              |  |        | 98,693  |   |                      |   | 43,934   |                           |  |              | 28,121  |  |              |         |   |  |   | 170,748
|Prepaid expenses and other                                               |  |        | 9,385   |   |                      |   | 2,099    |                           |  |              | 9,913   |  |              |         |   |  |   | 21,397 
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Total current assets                                                     |  |        | 117,207 |   |                      |   | 46,087   |                           |  |              | 159,676 |  |              |         |   |  |   | 322,970
|Property, plant and equipment, net                                       |  |        | 78,241  |   |                      |   | 23,141   |                           |  |              | 29,077  |  |              |         |   |  |   | 130,459
|Deferred charges, net                                                    |  |        | 5,238   |   |                      |   | 35       |                           |  |              | 956     |  |              |         |   |  |   | 6,229  
|Deferred taxes, non-current                                              |  |        | 9,081   |   |                      |   | (9,081   | )                         |  |              | 5,243   |  |              |         |   |  |   | 5,243  
|Goodwill                                                                 |  |        |        |   |                      |   | 75,504   |                           |  |              | 1,792   |  |              |         |   |  |   | 77,296 
|Assets held for resale                                                   |  |        | 5,222   |   |                      |   |         |                           |  |              | 5,002   |  |              |         |   |  |   | 10,224 
|Notes receivable                                                         |  |        |        |   |                      |   |         |                           |  |              | 797     |  |              |         |   |  |   | 797    
|Investments                                                              |  |        | 4,639   |   |                      |   |         |                           |  |              | 45      |  |              |         |   |  |   | 4,684  
|Investments in subsidiaries                                              |  |        | 472,550 |   |                      |   | 325      |                           |  |              |        |  |              | (472,875 | ) |  |   |       
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Total assets                                                             |  | $      | 692,178 |   |                      | $ | 136,011  |                           |  | $            | 202,588 |  | $            | (472,875 | ) |  | $ | 557,902
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Liabilities, Convertible Preferred Stock, and Stockholders Equity       |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Current liabilities                                                      |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Accounts payable                                                         |  | $      | 45,178  |   |                      | $ | 20,667   |                           |  | $            | 20,196  |  | $            |         |   |  | $ | 86,041 
|Accrued liabilities                                                      |  |        | (12,205 | ) |                      |   | 26,799   |                           |  |              | 8,835   |  |              |         |   |  |   | 23,429 
|Derivative liability                                                     |  |        | 6,954   |   |                      |   |         |                           |  |              |        |  |              |         |   |  |   | 6,954  
|Short-term borrowings                                                    |  |        |        |   |                      |   | 24       |                           |  |              | 1,490   |  |              |         |   |  |   | 1,514  
|Deferred income taxes                                                    |  |        |        |   |                      |   |         |                           |  |              | 123     |  |              |         |   |  |   | 123    
|Intercompany balances                                                    |  |        | 239,849 |   |                      |   | (257,872 | )                         |  |              | 18,023  |  |              |         |   |  |   |       
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Total current liabilities                                                |  |        | 279,776 |   |                      |   | (210,382 | )                         |  |              | 48,667  |  |              |         |   |  |   | 118,061
|Long-term debt                                                           |  |        | 235,819 |   |                      |   | 21       |                           |  |              | 625     |  |              |         |   |  |   | 236,465
|Pension liabilities                                                      |  |        | 32,387  |   |                      |   |         |                           |  |              |        |  |              |         |   |  |   | 32,387 
|Postretirement benefit obligation                                        |  |        | 6,506   |   |                      |   |         |                           |  |              | 12,109  |  |              |         |   |  |   | 18,615 
|Accrued environmental remediation                                        |  |        | 707     |   |                      |   |         |                           |  |              | 11,727  |  |              |         |   |  |   | 12,434 
|Other liabilities                                                        |  |        | 1,086   |   |                      |   |         |                           |  |              | 2,957   |  |              |         |   |  |   | 4,043  
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities                                                        |  |        | 556,281 |   |                      |   | (210,361 | )                         |  |              | 76,085  |  |              |         |   |  |   | 422,005
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Preferred stock                                                          |  |        | 1,883   |   |                      |   |         |                           |  |              |        |  |              |          |   |  |   | 1,883  
|Stockholders equity                                                     |  |        | 134,014 |   |                      |   | 346,372  |                           |  |              | 126,503 |  |              | (472,875 | ) |  |   | 134,014
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        
|Total liabilities, convertible preferred stock, and stockholders equity |  | $      | 692,178 |   |                      | $ | 136,011  |                           |  | $            | 202,588 |  | $            | (472,875 | ) |  | $ | 557,902
|                                                                         |  |        |         |   |                      |   |          |                           |  |              |         |  |              |          |   |  |   |        



26



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Balance Sheets

December 31, 2006



|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|------------------------------------------ |  | ------ | ------- | - | -------------------- | - | -------- | ------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | -------
|(In thousands)                             |  | Parent |         |   | SubsidiaryGuarantors |   |          | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Assets                                     |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Current assets                             |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Cash and cash equivalents                  |  | $      | 3,150   |   |                      | $ |         |                           |  | $ | 14,595       |   |  | $            |         |   |  | $ | 17,745 
|Restricted cash                            |  |        | 4,320   |   |                      |   |         |                           |  |   | 1,668        |   |  |              |         |   |  |   | 5,988  
|Accounts receivable, net                   |  |        | 8,426   |   |                      |   | 338      |                           |  |   | 53,765       |   |  |              |         |   |  |   | 62,529 
|Inventories                                |  |        | 47,211  |   |                      |   | 46,537   |                           |  |   | 29,195       |   |  |              |         |   |  |   | 122,943
|Prepaid expenses and other                 |  |        | 9,472   |   |                      |   | 1,381    |                           |  |   | 564          |   |  |              |         |   |  |   | 11,417 
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Total current assets                       |  |        | 72,579  |   |                      |   | 48,256   |                           |  |   | 99,787       |   |  |              |         |   |  |   | 220,622
|Property, plant and equipment, net         |  |        | 81,119  |   |                      |   | 24,346   |                           |  |   | 27,794       |   |  |              |         |   |  |   | 133,259
|Deferred charges, net                      |  |        | 5,560   |   |                      |   | 65       |                           |  |   | 1,483        |   |  |              |         |   |  |   | 7,108  
|Deferred taxes, non-current                |  |        | 7,385   |   |                      |   | (7,385   | )                         |  |   | 5,199        |   |  |              |         |   |  |   | 5,199  
|Goodwill                                   |  |        |        |   |                      |   | 75,504   |                           |  |   | 1,739        |   |  |              |         |   |  |   | 77,243 
|Assets held for resale                     |  |        | 6,622   |   |                      |   |         |                           |  |   | 4,513        |   |  |              |         |   |  |   | 11,135 
|Notes receivable                           |  |        |        |   |                      |   |         |                           |  |   | 764          |   |  |              |         |   |  |   | 764    
|Investments in subsidiaries                |  |        | 456,087 |   |                      |   | 325      |                           |  |   |             |   |  |              | (456,412 | ) |  |   |       
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Total assets                               |  | $      | 629,352 |   |                      | $ | 141,111  |                           |  | $ | 141,279      |   |  | $            | (456,412 | ) |  | $ | 455,330
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Liabilities and Stockholders Equity       |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Current liabilities                        |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Accounts payable                           |  | $      | 19,922  |   |                      | $ | 4,064    |                           |  | $ | 16,521       |   |  | $            |         |   |  | $ | 40,507 
|Accrued liabilities                        |  |        | (6,962  | ) |                      |   | 22,825   |                           |  |   | 7,622        |   |  |              |         |   |  |   | 23,485 
|Derivative Liabilities                     |  |        | 3,507   |   |                      |   |         |                           |  |   |             |   |  |              |         |   |  |   | 3,507  
|Short-term borrowings                      |  |        | (63     | ) |                      |   | 87       |                           |  |   | 1,614        |   |  |              |         |   |  |   | 1,638  
|Deferred income taxes                      |  |        | (1,686  | ) |                      |   | 1,696    |                           |  |   | 870          |   |  |              |         |   |  |   | 880    
|Intercompany balances                      |  |        | 251,944 |   |                      |   | (227,000 | )                         |  |   | (24,944      | ) |  |              |         |   |  |   |       
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Total current liabilities                  |  |        | 266,662 |   |                      |   | (198,328 | )                         |  |   | 1,683        |   |  |              |         |   |  |   | 70,017 
|Long-term debt                             |  |        | 237,719 |   |                      |   | 33       |                           |  |   | 610          |   |  |              |         |   |  |   | 238,362
|Pension liabilities                        |  |        | 28,504  |   |                      |   |         |                           |  |   |             |   |  |              |         |   |  |   | 28,504 
|Postretirement benefit obligation          |  |        | 6,478   |   |                      |   |         |                           |  |   | 11,007       |   |  |              |         |   |  |   | 17,485 
|Accrued environmental remediation          |  |        | 813     |   |                      |   |         |                           |  |   | 10,973       |   |  |              |         |   |  |   | 11,786 
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Total liabilities                          |  |        | 540,176 |   |                      |   | (198,295 | )                         |  |   | 24,273       |   |  |              |         |   |  |   | 366,154
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Stockholders equity                       |  |        | 89,176  |   |                      |   | 339,406  |                           |  |   | 117,006      |   |  |              | (456,412 | ) |  |   | 89,176 
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        
|Total liabilities and stockholders equity |  | $      | 629,352 |   |                      | $ | 141,111  |                           |  | $ | 141,279      |   |  | $            | (456,412 | ) |  | $ | 455,330
|                                           |  |        |         |   |                      |   |          |                           |  |   |              |   |  |              |          |   |  |   |        



27



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended
July 1, 2007

(Unaudited)



|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|------------------------------------------------------ |  | ------ | ------- | - | -------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|(In thousands)                                         |  | Parent |         |   | SubsidiaryGuarantors |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Operating Activities                                   |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Net income /(loss)                                     |  | $      | 10,566  |   |                      | $ | 6,890   |                            |  | $ | 4,613        |   |  | $            | (11,503 | ) |  | $ | 10,566  |  
|Depreciation and amortization                          |  |        | 4,331   |   |                      |   | 1,407   |                            |  |   | 1,464        |   |  |              |        |   |  |   | 7,202   |  
|Restructuring /Non-recurring items                     |  |        | 1,393   |   |                      |   |        |                            |  |   | (80          | ) |  |              |        |   |  |   | 1,313   |  
|Change in embedded derivative                          |  |        | (11,177 | ) |                      |   |        |                            |  |   |             |   |  |              |        |   |  |   | (11,177 | )
|Other non-cash items                                   |  |        | (5,633  | ) |                      |   | (13     | )                          |  |   | 2,492        |   |  |              |        |   |  |   | (3,154  | )
|Changes in receivables sale facility                   |  |        |        |   |                      |   |        |                            |  |   | (3,882       | ) |  |              |        |   |  |   | (3,882  | )
|Equity/ (loss) in earnings of subsidiaries             |  |        | (11,503 | ) |                      |   |        |                            |  |   |             |   |  |              | 11,503  |   |  |   |        |  
|Changes in operating assets and liabilities            |  |        | (19,740 | ) |                      |   | 22,830  |                            |  |   | (48,473      | ) |  |              |        |   |  |   | (45,383 | )
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Net cash (used for) provided by operating activities   |  |        | (31,763 | ) |                      |   | 31,114  |                            |  |   | (43,866      | ) |  |              |        |   |  |   | (44,515 | )
|Investing Activities                                   |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Additions to property, plant and equipment             |  |        | (740    | ) |                      |   | (237    | )                          |  |   | (1,413       | ) |  |              |        |   |  |   | (2,390  | )
|Changes in restricted cash                             |  |        | 1,843   |   |                      |   |        |                            |  |   | 1,048        |   |  |              |        |   |  |   | 2,891   |  
|Funds transferred to Rabbi Trust                       |  |        | (4,606  | ) |                      |   |        |                            |  |   |             |   |  |              |        |   |  |   | (4,606  | )
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Net cash (used for) provided by investing activities   |  |        | (3,503  | ) |                      |   | (237    | )                          |  |   | (365         | ) |  |              |        |   |  |   | (4,105  | )
|Financing Activities                                   |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Issuance of Preferred stock                            |  |        | 45,179  |   |                      |   |        |                            |  |   |             |   |  |              |        |   |  |   | 45,179  |  
|Financing fees and expenses paid                       |  |        | (189    | ) |                      |   |        |                            |  |   | 103          |   |  |              |        |   |  |   | (86     | )
|Dividends                                              |  |        | (833    | ) |                      |   |        |                            |  |   |             |   |  |              |        |   |  |   | (833    | )
|Payments to revolving credit facilities and other debt |  |        | (2,129  | ) |                      |   | (74     | )                          |  |   | (132         | ) |  |              |        |   |  |   | (2,335  | )
|Borrowings from revolving credit facilities and other  |  |        | 190     |   |                      |   |        |                            |  |   |             |   |  |              |        |   |  |   | 190     |  
|Intercompany borrowings/(payments)                     |  |        | (9,958  | ) |                      |   | (30,803 | )                          |  |   | 40,761       |   |  |              |        |   |  |   |        |  
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Net cash (used for) provided by financing activities   |  |        | 32,260  |   |                      |   | (30,877 | )                          |  |   | 40,732       |   |  |              |        |   |  |   | 42,115  |  
|Effect of exchange rate on cash and cash equivalents   |  |        | (2,080  | ) |                      |   |        |                            |  |   | 4,875        |   |  |              |        |   |  |   | 2,795   |  
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Net increase/(decrease) in cash and cash equivalents   |  |        | (5,086  | ) |                      |   |        |                            |  |   | 1,376        |   |  |              |        |   |  |   | (3,710  | )
|Cash and equivalents at beginning of period            |  |        | 3,150   |   |                      |   |        |                            |  |   | 14,595       |   |  |              |        |   |  |   | 17,745  |  
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  
|Cash and equivalents at end of period                  |  | $      | (1,936  | ) |                      | $ |        |                            |  | $ | 15,971       |   |  | $            |        |   |  | $ | 14,035  |  
|                                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |         |   |  |   |         |  



28



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##### Table of Contents

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended
July 2, 2006

(Unaudited)



|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|---------------------------------------------------------- |  | ------ | ------- | - | -------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------ | ------ | - |  | - | ------- | -
|(In thousands)                                             |  | Parent |         |   | SubsidiaryGuarantors |   |         | Non- GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |       
|Operating Activities                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Net income /(loss)                                         |  | $      | 4,292   |   |                      | $ | 11,665  |                            |  | $ | (3,717       | ) |  | $            | (7,948 | ) |  | $ | 4,292   |  
|Depreciation and amortization                              |  |        | 4,937   |   |                      |   | 1,564   |                            |  |   | 2,113        |   |  |              |       |   |  |   | 8,614   |  
|Other non-cash items                                       |  |        | (5,643  | ) |                      |   | 1,918   |                            |  |   | 36           |   |  |              |       |   |  |   | (3,689  | )
|Write down of assets                                       |  |        | 1,021   |   |                      |   |        |                            |  |   |             |   |  |              |       |   |  |   | 1,021   |  
|Equity in earnings of subsidiaries                         |  |        | (7,948  | ) |                      |   |        |                            |  |   |             |   |  |              | 7,948  |   |  |   |        |  
|Changes in receivables sale facility                       |  |        |        |   |                      |   |        |                            |  |   | 56,794       |   |  |              |       |   |  |   | 56,794  |  
|Changes in operating assets and liabilities                |  |        | 28,107  |   |                      |   | (40,606 | )                          |  |   | (59,727      | ) |  |              |       |   |  |   | (72,226 | )
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash provided by/(used for) operating activities       |  |        | 24,766  |   |                      |   | (25,459 | )                          |  |   | (4,501       | ) |  |              |       |   |  |   | (5,194  | )
|Investing Activities                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Additions to property, plant and equipment                 |  |        | (974    | ) |                      |   | (222    | )                          |  |   | (1,388       | ) |  |              |       |   |  |   | (2,584  | )
|Changes in restricted cash                                 |  |        | 1,025   |   |                      |   |        |                            |  |   | 93           |   |  |              |       |   |  |   | 1,118   |  
|Disposals of property, plant and equipment                 |  |        | 31      |   |                      |   |        |                            |  |   | 23           |   |  |              |       |   |  |   | 54      |  
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash used for investing activities                     |  |        | 82      |   |                      |   | (222    | )                          |  |   | (1,272       | ) |  |              |       |   |  |   | (1,412  | )
|Financing Activities                                       |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Issuance of common stock                                   |  |        | 63      |   |                      |   |        |                            |  |   |             |   |  |              |       |   |  |   | 63      |  
|Financing fees and expenses paid                           |  |        | (122    | ) |                      |   |        |                            |  |   | (871         | ) |  |              |       |   |  |   | (993    | )
|Payments to revolving credit facilities and other debt     |  |        | (239    | ) |                      |   | (12     | )                          |  |   | (104         | ) |  |              |       |   |  |   | (355    | )
|Borrowings from revolving credit facilities and other debt |  |        | 107     |   |                      |   | 131     |                            |  |   | 784          |   |  |              |       |   |  |   | 1,022   |  
|Intercompany borrowings/ (payments)                        |  |        | (26,009 | ) |                      |   | 25,562  |                            |  |   | 447          |   |  |              |       |   |  |   |        |  
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash provided by/(used for) financing activities       |  |        | (26,200 | ) |                      |   | 25,681  |                            |  |   | 256          |   |  |              |       |   |  |   | (263    | )
|Effect of exchange rate on cash and cash equivalents       |  |        | 1,577   |   |                      |   |        |                            |  |   | 586          |   |  |              |       |   |  |   | 2,163   |  
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Net increase/ (decrease) in cash and cash equivalents      |  |        | 225     |   |                      |   |        |                            |  |   | (4,931       | ) |  |              |       |   |  |   | (4,706  | )
|Cash and cash equivalents at beginning of period           |  |        | 96      |   |                      |   |        |                            |  |   | 20,597       |   |  |              |       |   |  |   | 20,693  |  
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  
|Cash and cash equivalents at end of period                 |  | $      | 321     |   |                      | $ |        |                            |  | $ | 15,666       |   |  | $            |       |   |  | $ | 15,987  |  
|                                                           |  |        |         |   |                      |   |         |                            |  |   |              |   |  |              |        |   |  |   |         |  



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that do not relate solely to current or historical fact, but address events or developments that we anticipate will occur in the future. Forward-looking statements include statements regarding our
goals, beliefs, plans or current expectations, taking into account the information currently available to our management. When we use words such as anticipate, intend, expect, believe,
plan, may, should or would or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Statements relating to future sales, earnings, operating
performance, restructuring strategies, capital expenditures and sources and uses of cash, for example, are forward-looking statements.

These forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from those stated or implied by such forward-looking statements. We undertake no obligation to publicly
release any revision of any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof, or to reflect the occurrence of unanticipated events. Information concerning risk factors is contained under
Item 1A Risk Factors in our Annual Report on Form 10-K/A for the year ended December 31, 2006, as well as in the section entitled Risk Factors in Part II, Item 1A of this report. You should carefully consider
all of the risks and all other information contained in or incorporated by reference in this report and in our filings with the SEC. These risks are not the only ones we face. Additional risks and uncertainties not presently known to us, or which we
currently consider immaterial, also may adversely affect us. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected.

Company Overview

Wolverine is a world-class quality
manufacturer of copper and copper alloy tube, and fabricated and metal joining products. Our focus is on custom-engineered, higher value-added tubular products, fabricated, and metal joining products. Our products enhance performance and energy
efficiency in many applications, including commercial and residential heating, ventilation and air conditioning, refrigeration, home appliances, automotive, industrial equipment, power generation, petro-chemicals and chemical processing. We believe
that we have the broadest product offering of any North American manufacturer of copper and copper alloy tube, which allows the offering of packaged solutions and cross selling opportunities.

Our principal product segments are the Commercial Products and Wholesale Products segments. Commercial Products consist primarily of high value added
products sold directly to original equipment manufacturers and include technical, industrial, and copper alloy tubes, fabricated products, and metal joining products. The Commercial Products segment includes manufacturing plants in the U.S., Canada,
China, Portugal and Mexico and a distribution center in The Netherlands. Wholesale Products are commodity-type plumbing and refrigeration tube products, which are primarily sold to plumbing wholesalers and distributors. The Wholesale Products
segment includes manufacturing facilities in the U.S. and Canada. Prior to 2007, our business also included a Rod, Bar and Other Products segment



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comprising a broad range of copper and copper alloy solid products as well as a distribution business in The Netherlands. The Netherlands distribution
business is now included in the Commercial Products segment for the current quarter and the comparable period in 2006.

Recapitalization Plan

On February 1, 2007 we announced our entry into a recapitalization plan to strengthen our balance sheet, reduce financing costs
and enhance our overall capital structure. This recapitalization plan will ultimately provide at least $75 million, and could provide up to approximately $134 million, of equity proceeds to Wolverine. We completed the first phase of this
recapitalization plan, a private placement of 50,000 shares of Series A Convertible Preferred Stock (the Preferred Stock), for $50 million, to The Alpine Group, Inc. (Alpine) and a fund managed by Plainfield Asset Management
LLC (Plainfield) on February 16, 2007. See Note 5, Recapitalization Plan, of the Notes to the Unaudited Condensed Consolidated Financial Statements for further details. Under our recapitalization plan, we also plan to raise
up to an additional $51.1 million in cash proceeds from a common stock rights offering. If proceeds from the rights offering are less than $25 million, Alpine and Plainfield will be obligated under a standby commitment to purchase up to an
additional 25,000 shares of Preferred Stock, for an amount equal to $25 million minus the gross proceeds from the rights offering. Depending on the level of participation in the rights offering, Alpine and Plainfield also have an option to purchase
additional shares of Preferred Stock to maintain a 55% ownership interest. This written option has been recorded as a current liability based on its estimated value at the time of its issuance. This derivative liability was marked to market in the
Condensed Consolidated Statement of Operations through July 1, 2007. In addition, the fair value of the option feature for Preferred Stock for which there were insufficient authorized shares of common stock had been bifurcated from the
preferred stock balance and recorded as a current liability. On May 24, 2007, at the Annual Meeting of Stockholders, the stockholders voted to increase the authorized shares of common stock to 180 million. As a result, after recording an
additional $3.7 million in pre-tax income during the second quarter to mark to market the conversion option to $26.7 million as of May 24, 2007, this liability was reclassified to equity. In accordance with an agreement with Alpine and
Plainfield we filed a registration statement (which has not yet become effective) to register the resale of the Preferred Stock and the common stock into which the Preferred Stock is convertible.

In addition, pursuant to our agreement with Alpine and Plainfield, we have agreed to initiate an exchange offer to issue senior notes similar to our
existing 10.5% Senior Notes due 2009, but with less restrictive covenants, in exchange for our 7.375% Senior Notes due 2008, and to seek consents to remove substantially all of the restrictive covenants contained in the 7.375% Senior Note indenture.
We are currently discussing with a number of financial institutions various alternatives to this exchange offer and consent solicitation, including the possibility of a global refinancing transaction with respect to our 10.5% and 7.375% Senior
Notes, our secured revolving credit facility and our receivables sale facility, which would close following the rights offering.

In
connection with the proposed rights offering, exchange offer and resale transactions described in this section, Wolverine has filed or will file with the SEC registration statements, and amendments thereto, each of which includes or will include a
prospectus related to the applicable transaction. The discussion in this section does not constitute an offer of any securities for sale; no securities may be sold nor may offers to buy be accepted prior to the time the relevant registration
statement (containing the applicable prospectus) becomes effective. Investors and security holders are urged to read the relevant



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prospectus regarding the applicable proposed transaction when it becomes available because it will contain important information. You may obtain a free copy
of the relevant registration statement and prospectus (when available) and other related documents filed by Wolverine with the SEC at the SECs website at www.sec.gov. The relevant registration statement and prospectus (when available) and the
other documents may also be obtained for free by accessing Wolverines website at www.wlv.com under the Investor Relations link and then under the heading SEC Filings.

Results of Operations

The following discussion
summarizes the significant factors affecting the consolidated operating results of the Company for the three and six month periods ended July 1, 2007 and July 2, 2006. This discussion should be read in conjunction with the Unaudited
Condensed Consolidated Financial Statements and Notes to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 above, and the Consolidated Financial Statements and related Notes included in our Annual Report on Form
10-K/A for the year ended December 31, 2006.

Executive Summary

Net sales for the second quarter of 2007 were $383.2 million, an 8.3 percent decrease from the $418.0 million in the second quarter of 2006. The comparative decline reflects the discontinuance of rod and bar product
sales in 2007, an industry wide reduction in demand for residential air conditioning and plumbing products, and lower demand for refrigeration tube, partially offset by stronger demand for technical and fabricated tube products. The average COMEX
copper price was $3.46 per pound for the second quarter of 2007 as compared with $3.37 per pound in the second quarter of 2006. The reduction in volume was offset in part by higher selling prices and a richer mix of products with fabrication revenue
(sales excluding the selling price of metal) averaging $1.21 in the second quarter of 2007 versus $1.14 in the same period of 2006.

Operating income for the second quarter of 2007 was $15.3 million as compared with $17.3 million in the second quarter of 2006. Our second quarter results reflect softness in residential air conditioning demand, stable manufacturing costs,
and improved margins and pricing in several product categories.

Net income for the current quarter was $12.7 million as compared with net
income of $6.4 million for the comparative quarter in 2006. Net income applicable to common shares for the second quarter was $10.5 million, or $0.17 per common share on a fully diluted basis, as compared with net income of $6.4 million, or $0.42
per common share on a fully diluted basis, for the comparative quarter in 2006. Net income applicable to common shares for the second quarter of 2007 reflects reductions of $1.0 million for Preferred Stock dividends and $1.3 million in accretion
allocations related to our convertible Preferred Stock. Net income for the quarter also includes $7.1 million of non-cash income related to the mark to market adjustments for the embedded derivatives associated with recording the Preferred Stock
Purchase Agreement (See Notes 1 and 5 to the Unaudited Condensed Consolidated Financial Statements).

Copper prices continue to place
significant demands on our working capital requirements, impacting accounts receivable and inventory. In 2006, we implemented plans which lowered the total amount of accounts receivable by reducing the payment terms for certain commercial accounts.
During 2007 we are gradually returning to normal payment terms with our customers. As of the second quarter



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of 2007, we improved days sales outstanding over the same period in 2006 by three days. Compared to last year, inventories have been reduced by approximately
$11.4 million, or 6.3%, largely related to the closure of our Montreal, Quebec and Jackson, Tennessee facilities, offset partly by the increases in strategic sourcing of products. Inventory turns at the end of the second quarter of 2007 were 12.5
times per year which helped to offset the impact of higher copper prices.

Strategically, our objective is to focus our Company on higher
value added products and services within a deleveraged capital structure. In connection with executing our recapitalization plan, we continue to evaluate alternatives regarding our strategic planning process and various options regarding the
restructuring of our balance sheet. In particular, we continue to review opportunities to streamline operations and reduce the organizations overall cost structure and debt levels.

For the Three Months Ended July 1, 2007 Compared with the Three Months Ended July 2, 2006

Pounds shipped were as follows:

Pounds Shipped

For the Three Months Ended



|                                       |  |              |  |              |  |                     |   |  |                       |  
|-------------------------------------- |  | ------------ |  | ------------ |  | ------------------- | - |  | --------------------- | -
|(In thousands, except for percentages) |  | July 1, 2007 |  | July 2, 2006 |  | Increase (Decrease) |   |  | % Increase (Decrease) |  
|Commercial products                    |  | 63,182       |  | 68,453       |  | (5,271              | ) |  | (7.7                  | )
|Wholesale products                     |  | 21,836       |  | 28,480       |  | (6,644              | ) |  | (23.3                 | )
|Rod, bar and other products            |  |             |  | 4,981        |  | (4,981              | ) |  | NM                    |  
|                                       |  |              |  |              |  |                     |   |  |                       |  
|Total                                  |  | 85,018       |  | 101,914      |  | (16,896             | ) |  | (16.6                 | )
|                                       |  |              |  |              |  |                     |   |  |                       |  

NM - Not Meaningful

Total shipments of 85.0 million pounds in the second quarter of 2007 decreased 16.6 percent from the same period in last year, due in part to the closure of the Montreal and Jackson facilities and the
discontinuance of rod and bar products.

Shipments of commercial products were 63.2 million pounds, a 7.7 percent decrease from the
second quarter of 2006. The decrease in commercial shipments is attributable to the year over year reduction in demand of the residential air conditioning industry which impacted purchases of industrial tube, fabricated products and metal joining
products. In 2006, there was a higher demand for industrial tube, fabricated products, and metal joining products driven by the change to 13 SEER residential air conditioning units manufactured by HVAC companies. Technical tube shipments were 2.3
percent higher than the same period in 2006 reflecting growth in global commercial construction and replacement of large commercial air conditioning equipment.

Shipments of wholesale products totaled 21.8 million pounds, as compared to last years second quarter of 28.5 million pounds, a 23.3 percent reduction. These lower shipments reflect a slowing of demand
related to residential construction. Additionally, the substitution of plastics or other alternative products in residential construction has reduced demand for copper tubing. We believe that the industry shift to non-copper plumbing products in
residential applications is substantially completed. Commercial construction continues to utilize copper products due to various building codes and applications requiring its use.



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Shipments of rod, bar and other products totaled 5.0 million pounds in the second quarter of 2006.
Rod and bar products were eliminated from our product line with the closing of the Montreal facility in late 2006.

Net sales by business
segment were as follows:

Net Sales

For the Three Months Ended



|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  
|-------------------------------------- |  | ------------ | ------- | ------------ | - | ------------------ |  | - | -------------------- | - |  | ----- | -
|(In thousands, except for percentages) |  | July 1, 2007 |         | July 2, 2006 |   | Increase(Decrease) |  |   | % Increase(Decrease) |  
|Commercial products                    |  | $            | 284,545 |              | $ | 278,445            |  | $ | 6,100                |   |  | 2.2   |  
|Wholesale products                     |  |              | 98,606  |              |   | 123,454            |  |   | (24,848              | ) |  | (20.1 | )
|Rod, bar and other products            |  |              |        |              |   | 16,085             |  |   | (16,085              | ) |  | NM    |  
|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  
|Total                                  |  | $            | 383,151 |              | $ | 417,984            |  | $ | (34,833              | ) |  | (8.3  | )
|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  

NM - Not Meaningful

Overall, net sales for the second quarter of 2007 were $383.2 million, an 8.3 percent decrease from the $418.0 million in the second quarter of 2006. The comparative decline reflects the 16.6 percent reduction in
pounds shipped, partially offset by increased copper prices, and improvement in fabrication revenues to $1.21 per pound in the second quarter of 2007 as compared to $1.14 per pound in the second quarter of 2006. The average COMEX copper price
increased to $3.46 per pound as compared with $3.37 per pound in the second quarter of 2006.

Net sales in commercial products increased by
2.2 percent to $284.5 million. The increase in copper prices discussed above, which is a direct pass through to our commercial products customers, along with the increase in fabrication revenue to $1.23 per pound versus $1.20 per pound in the second
quarter of 2006, offset the volume decrease in pounds shipped. On a per unit basis, commercial products net sales were $4.40 per pound compared to $3.99 per pound in the prior year.

Net sales in wholesale products of $98.6 million were 20.1 percent lower as compared with the prior years second quarter of $123.5 million. On a
per unit basis, net sales for wholesale products were $4.52 per pound as compared with $4.34 per pound in the second quarter of 2006, reflecting increased copper prices and fabrication revenue, which increased to $1.09 in the second quarter of 2007
as compared to $1.05 in the same period of the previous year.

As mentioned previously, with the closure of our Montreal plant we no longer
participate in the rod, bar and other products market. Net sales from our distribution business in The Netherlands have been reclassified and included in the commercial products segment above.

Gross profit/(loss) by business segment was as follows:

Gross Profit/(Loss)

For the Three Months Ended



|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  
|-------------------------------------- |  | ------------ | ------ | ------------ | - | ------ | ------------------- |  | - | --------------------- | - |  | ----- | -
|(In thousands, except for percentages) |  | July 1, 2007 |        | July 2, 2006 |   |        | Increase (Decrease) |  |   | % Increase (Decrease) |  
|Commercial products                    |  | $            | 15,066 |              | $ | 8,582  |                     |  | $ | 6,484                 |   |  | 75.6  |  
|Wholesale products                     |  |              | 11,751 |              |   | 22,286 |                     |  |   | (10,535               | ) |  | (47.3 | )
|Rod, bar and other products            |  |              |       |              |   | (1,731 | )                   |  |   | 1,731                 |   |  | NM    |  
|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  
|Total                                  |  | $            | 26,817 |              | $ | 29,137 |                     |  | $ | (2,320                | ) |  | (8.0  | )
|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  

NM - Not Meaningful



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##### Table of Contents

Overall, gross profit in the second quarter of 2007 decreased to $26.8 million as compared with $29.1
million in the second quarter of 2006. The decrease in gross profit mainly reflects the impact of lower volumes partially offset by increased selling prices. Unit manufacturing cost for the quarter was $0.87 per pound, the same as compared to the
second quarter of 2006. Unit manufacturing costs were negatively impacted by the under-absorption of fixed costs due to lower volumes produced.

Gross profit for commercial products of $15.1 million for the second quarter of 2007 is $6.5 million, or 75.6%, greater than the comparable period in 2006. This segment benefited from higher fabrication revenue as mentioned above and lower
unit manufacturing costs, which were $0.06 lower than the prior year due to improvements in efficiency, productivity and the effects of our lean manufacturing initiatives.

Gross profit for wholesale products of $11.8 million was $10.5 million, or 47.3 percent, lower than $22.2 million in the same period last year. While
fabrication revenues were $0.04 per pound greater in the second quarter than in the previous year, the significant reduction in volume year over year precluded our ability to absorb fixed cost into inventory. Further, the cost to acquire metal in
the second quarter of 2007 versus the comparable quarter was greater.

Selling, general and administrative expenses were $8.3 million in
the second quarter of 2007 as compared with $9.8 million in the same quarter last year. A decrease in annual performance incentive expense in the second quarter was the primary reason for the change.

Advisory fees and severance expenses in the second quarter of 2007 were $2.4 million as compared with $2.1 million in the second quarter of 2006, and
included $1.9 million of executive compensation and severance related to the change in control effective with the completion of the initial phase of the recapitalization plan on February 16, 2007. We utilized the services of certain financial,
legal and business advisors to consult on issues including strategic planning and the restructuring of our balance sheet in the second quarter of 2006. For the second quarter of 2007, we recorded $0.5 million related to advisory and other
activities.

Net interest and amortization expenses were $5.9 million in the second quarter of 2007, as compared with $5.9 million for the
same period in 2006. The interest expense reflects the costs of utilization of our liquidity facilities, interest on our Senior Notes to include the termination fee of the interest rate swap which is being amortized over the life of the applicable
notes. Interest expense, net was $5.3 million in the second quarter of 2007 and in the second quarter of 2006.

Loss on the sale of
receivables associated with our receivables sale facility for the second quarter of 2007 was $0.8 million as compared with $1.4 million in the second quarter of 2006. The major reason for the decline is associated with reducing our sales of
receivables following receipt of proceeds from the sale of Preferred Stock earlier in 2007.

For the second quarter of 2007 we recorded
pre-tax non-cash income of $7.1 million, as a result of marking to market various embedded derivatives associated with the sale of the Preferred Stock on February 16, 2007.



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Other expense was $1.3 million for the second quarter of 2007 as compared with $1.0 million for the same
period in 2006. The expense in the second quarter of 2007 is primarily related to the foreign currency impact of the weakened U.S. dollar against the euro and Canadian dollar.

We recorded tax expense in the second quarter of 2007 related to certain foreign jurisdictions where we reported income. In connection with our U.S.
operations we recorded an income tax benefit and an offsetting deferred tax valuation allowance. In our Canadian operations, we recorded tax expense; however, since we have net operating loss carryforwards for which a valuation allowance was
recorded, we reversed an equal amount of valuation allowance for no net tax expense. This resulted in income tax expense of $1.7 million for the second quarter of 2007, for an effective tax rate of 11.9%. For the second quarter of 2006, the income
tax expense recorded was $2.5 million, for an effective tax rate of 28.2%.

For the Six Months Ended July 1, 2007 Compared with the Six Months
Ended July 2, 2006

Pounds shipped were as follows:

Pounds Shipped

For the Six Months Ended



|                                       |  |              |  |              |  |                     |   |  |                       |  
|-------------------------------------- |  | ------------ |  | ------------ |  | ------------------- | - |  | --------------------- | -
|(In thousands, except for percentages) |  | July 1, 2007 |  | July 2, 2006 |  | Increase (Decrease) |   |  | % Increase (Decrease) |  
|Commercial products                    |  | 113,737      |  | 133,233      |  | (19,496             | ) |  | (14.6                 | )
|Wholesale products                     |  | 40,672       |  | 51,263       |  | (10,591             | ) |  | (20.7                 | )
|Rod, bar and other products            |  |             |  | 9,622        |  | (9,622              | ) |  | NM                    |  
|                                       |  |              |  |              |  |                     |   |  |                       |  
|Total                                  |  | 154,409      |  | 194,118      |  | (39,709             | ) |  | (20.5                 | )
|                                       |  |              |  |              |  |                     |   |  |                       |  

NM - Not Meaningful

Total shipments of 154.4 million pounds in the first half of 2007 decreased 20.5 percent from the same period last year, due in part to the closure of the Montreal and Jackson facilities and the discontinuance of
rod and bar products.

Shipments of commercial products were 113.7 million pounds, a 14.6 percent decrease from the first half of
2006. The decrease in commercial shipments is attributable to the slower start to the air conditioning season this year and decreased demand in the residential air conditioning industry which impacted demand for industrial tube, fabricated products
and metal joining products. In 2006, there was a higher demand for industrial tube, fabricated products, and metal joining products driven by the change to 13 SEER residential air conditioning units manufactured by HVAC companies. Technical tube
shipments were 2.4 percent higher than the same period in 2006, reflecting growth in shipments of all products in this segment.

Shipments
of wholesale products totaled 40.7 million pounds for the first half of 2007 as compared to last years 51.3 million pounds, a 20.7 percent reduction. These lower shipments reflect a slowing in demand related to residential
construction. Additionally, the substitution of plastics or other alternative products in residential construction has reduced demand for copper tubing. We believe that the industry shift to non-copper plumbing products in residential applications
is substantially completed. Commercial construction continues to utilize copper products due to various building codes and applications requiring its use.



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##### Table of Contents

Shipments of rod, bar and other products totaled 9.6 million pounds in the first half of 2006. Rod
and bar products were eliminated from our product line with the closing of the Montreal plant in late 2006.

The net sales by business
segment were as follows:

Net Sales

For the Six Months Ended



|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  
|-------------------------------------- |  | ------------ | ------- | ------------ | - | ------------------ |  | - | -------------------- | - |  | ----- | -
|(In thousands, except for percentages) |  | July 1, 2007 |         | July 2, 2006 |   | Increase(Decrease) |  |   | % Increase(Decrease) |  
|Commercial products                    |  | $            | 505,731 |              | $ | 498,105            |  | $ | 7,626                |   |  | 1.5   |  
|Wholesale products                     |  |              | 164,123 |              |   | 189,320            |  |   | (25,197              | ) |  | (13.3 | )
|Rod, bar and other products            |  |              |        |              |   | 28,871             |  |   | (28,871              | ) |  | NM    |  
|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  
|Total                                  |  | $            | 669,854 |              | $ | 716,296            |  | $ | (46,442              | ) |  | (6.5  | )
|                                       |  |              |         |              |   |                    |  |   |                      |   |  |       |  

NM - Not Meaningful

Overall, net sales for the first half of 2007 were $669.9 million, a 6.5 percent decrease from the $716.3 million in the first half of 2006. The comparative decline reflects the 20.5% reduction in pounds shipped,
partially offset by increased copper prices and improvement of fabrication revenues to $1.21 for the first half of 2007 as compared with $1.10 per pound for the first half of 2006. The average COMEX copper price increased to $3.08 per pound as
compared with $2.81 per pound in the first half of 2006.

Net sales in commercial products increased 1.5 percent to $505.7 million. The
increase in average copper prices from $2.81 for the first half of 2006 to $3.08 for the same period in 2007, which is a direct pass through to our commercial products customers, along with the increase in fabrication revenue from $1.08 per pound
for the first half of 2006 to $1.28 per pound for the same period in 2007, offset the drop in net sales relative to the decrease in pounds shipped. On a per unit basis, commercial products net sales were $4.33 per pound compared to $3.74 per pound
in the prior year.

Net sales in wholesale products of $164.1 million fell 13.3 percent as compared with the prior years first half
of $189.3 million, mostly related to decreased volumes. On a per unit basis, net sales for wholesale products were $4.04 per pound as compared with $3.69 per pound in the first half of 2006, reflecting increased copper prices as noted above and a
decline in unit fabrication revenues from $0.87 per pound for the first half of 2006 to $0.94 for the same period in 2007.

As mentioned
previously, with the closure of our Montreal facility, we no longer participate in the rod, bar and other products market. Net sales from our distribution business in The Netherlands have been reclassified and included in the Commercial Products
segment above.

Gross profit (loss) by business segment was as follows:

Gross Profit/(Loss)

For the Six Months Ended



|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  
|-------------------------------------- |  | ------------ | ------ | ------------ | - | ------ | ------------------- |  | - | --------------------- | - |  | ----- | -
|(In thousands, except for percentages) |  | July 1, 2007 |        | July 2, 2006 |   |        | Increase (Decrease) |  |   | % Increase (Decrease) |  
|Commercial products                    |  | $            | 26,781 |              | $ | 17,745 |                     |  | $ | 9,036                 |   |  | 50.9  |  
|Wholesale products                     |  |              | 15,577 |              |   | 24,454 |                     |  |   | (8,877                | ) |  | (36.3 | )
|Rod, bar and other products            |  |              |       |              |   | (2,180 | )                   |  |   | 2,180                 |   |  | NM    |  
|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  
|Total                                  |  | $            | 42,358 |              | $ | 40,019 |                     |  | $ | 2,339                 |   |  | 5.8   |  
|                                       |  |              |        |              |   |        |                     |  |   |                       |   |  |       |  

NM - Not Meaningful



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##### Table of Contents

Gross profit in the first half of 2007 increased to $42.4 million as compared with $40.0 million in the
first half of 2006. The increase in gross profit reflects a richer mix of products sold and better pricing, partially offset by the impact of lower volume.

Unit manufacturing cost for the first half of 2007 was $0.89 per pound, the same as in the first half of 2006. Unit manufacturing costs were negatively impacted by the under-absorption of fixed costs due to lower
volumes produced.

Selling, general and administrative expenses were $15.8 million in the first half of 2007 as compared with $17.4 million
in the same period last year. The improvement was attributed to reduced total compensation and annual performance incentives.

Advisory
fees and severance expenses in the first half of 2007 were $6.1 million and included $5.1 million of executive compensation and severance expenses related to the change in control effective with the completion of the initial phase of the
recapitalization plan on February 16, 2007. We continued to utilize the services of certain financial, legal and business advisors to consult on issues including strategic planning and the restructuring of our balance sheet in the first half of
2007. During the first half of 2007, we recorded $1.0 million related to advisory and other activities.

Net interest and amortization
expenses were $11.8 million in the first half of 2007, as compared with $11.5 million for the same period in 2006. Interest expense reflects the costs of utilization of our secured revolving credit facility and interest on our Senior Notes.

Loss on the sale of receivables associated with our asset securitization program for the first half of 2007 was $1.3 million as compared
with $2.0 million in the first half of 2006. The major reason for the decline is associated with reduced sales of receivables following receipt of proceeds from the sale of Preferred Stock in February 2007.

For the second half of 2007 we recorded pre-tax, non-cash income of $11.2 million, as a result of marking to market various embedded derivatives
associated with the sale of the Preferred Stock on February 16, 2007.

Other expense, net, includes $1.7 million for the first half of
2007 as compared with $1.3 million in the first half of 2006. The expense in the first half of 2007 primarily reflects the foreign currency impact of the weakened U.S. dollar against the euro and Canadian dollar.

We recorded tax expense in the second half of 2007 in certain foreign jurisdictions where we reported income. In our U.S. operations we recorded an
income tax benefit and an offsetting deferred tax valuation allowance. In our Canadian operations, we recorded tax expense; however, since we have net operating loss carryforwards for which a valuation allowance was recorded, we reversed an equal
amount of valuation allowance for no net tax expense. This resulted in income tax expense of $2.6 million for the second half of 2007, or an effective tax rate of 19.8%. For the second half of 2006, the income tax expense recorded was
$1.4 million for an effective tax rate of 24.0%.



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##### Table of Contents

On July 13, 2006, the Financial Accounting Standards Board issued Interpretation No 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109(FIN 48), clarifying the way companies account for uncertainty in income taxes. Effective January 1, 2007, we adopted FIN 48. This
interpretation dictates a more likely than not threshold for financial statement recognition and measurement of a tax positions taken or expected to be taken in a tax return. See Note 17, Income Taxes, to the Notes to Unaudited Condensed
Consolidated Financial Statements for further discussion of the impact of implementation.

Restructuring and Other Charges

On September 13, 2006, we announced our decision to close two of our manufacturing facilities, one located in Jackson, Tennessee and the other
located in Montreal, Quebec, and to relocate our U.S. wholesale distribution facility to the Decatur, Alabama facility. Our decision was based on the unsatisfactory financial performance and business outlook for the facilities and the expected
continuation of such financial performance. Our Jackson, Tennessee facility produced enhanced surface welded tube which was transitioned to outsourced tube from our Strategic Sourcing program with little expected loss of business as a result of the
decision to close this facility. The Montreal, Quebec facility produced commercial products, rod and bar products and some wholesale products for the Canadian and U.S. markets. A substantial portion of the commercial and wholesale products were
transferred to our London, Ontario and Decatur, Alabama facilities.

We recognized charges during the three and six months ended
July 1, 2007 before tax totaling $0.8 million (all cash) and $3.7 million (of which $2.4 million was cash), respectively. The two facilities that were closed employed approximately 400 persons at the time of announcement.

At the end of the second quarter of 2007 we had reserves of $1.8 million outstanding related to restructuring activities as compared with $86 thousand
for the same period in 2006. See Note 13, Restructuring and Impairment Charges, to the Notes to Unaudited Condensed Consolidated Financial Statements for further details.

Liquidity and Capital Resources

The following table sets forth selected information concerning our
financial condition:



|                                    |  |                         |         |                  |   |                         |  |   |        
|----------------------------------- |  | ----------------------- | ------- | ---------------- | - | ----------------------- |  | - | -------
|(In thousands except current ratio) |  | July 1, 2007(unaudited) |         | December 31,2006 |   | July 2, 2006(unaudited)
|Cash and cash equivalents           |  | $                       | 14,035  |                  | $ | 17,745                  |  | $ | 15,987 
|Working capital                     |  |                         | 204,909 |                  |   | 150,605                 |  |   | 185,777
|Total debt                          |  |                         | 237,979 |                  |   | 240,000                 |  |   | 235,591
|Current ratio                       |  |                         | 2.74    |                  |   | 3.15                    |  |   | 2.32   



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##### Table of Contents

Overview and Outlook

For the first six months of 2007 we had a net decrease in cash and cash equivalents of $3.7 million as compared with a decrease of $4.7 million for the same period last year. Our business has not yet generated
sufficient unrestricted cash flow from operations to satisfy all of our working capital needs, interest payment obligations, capital expenditures and other cash requirements. Our normal working capital requirements typically increase during the
first half of our fiscal year. The significant rise in copper and other metal prices have required us to continue to utilize our liquidity facilities in the first half of 2007 to supplement our operating cash.

As a result of the use of proceeds from the initial sale of $50 million of Preferred Stock pursuant to our recapitalization plan described in
 Recapitalization Plan , above, we had availability of $42.0 million under the receivables sale facility and $11.7 million in borrowing availability under our secured revolving credit facility as of July 1, 2007. In
addition, during the first quarter of 2007, we entered into a new silver consignment facility. We entered into certain amendments to the silver consignment facility in the second quarter of 2007, including an amendment to increase the aggregate
value of consigned silver we may request within the overall $25 million facility limit from 85 percent to 90 percent of the aggregate undrawn face amount of letters of credit required to be provided to the facility provider. We delivered to the
facility provider letters of credit in an aggregate face amount of $16.5 million which following the June 29, 2007 Amendment will allow us to request up to an aggregate of $14.9 million in consigned silver under the facility. Finally, effective
in the second quarter of 2007, we amended the secured revolving credit facility to revise the definition of Consolidated EBITDA to increase the amount of certain restructuring charges permitted to be included therein for purposes of our
compliance with the minimum consolidated EBITDA covenants contained in the secured revolving credit facility and the receivables sale facility.

We believe that the availability under these facilities, combined with unrestricted cash on hand in North America and the capital infusions we have received and plan to receive in connection with the execution of our recapitalization plan,
should provide the liquidity required in 2007 to support our operations and continue our strategic initiatives.

See the discussion of
risks related to our liquidity under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K/A for the year ended December 31, 2006.



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##### Table of Contents

Sources of Liquidity

Our principal sources of liquidity in the first half of 2007 were cash and cash equivalents, amounts available under our liquidity facilities and cash proceeds from the sale of equity in connection with our
recapitalization plan outlined in  Recapitalization Plan , above. We believe funds generated from these sources will be adequate to finance anticipated business plans and strategic initiatives for the remainder of the year.

Cash and cash equivalents. In the first six months of 2007, cash and cash equivalents decreased by $3.7 million. Cash and cash
equivalents as of July 1, 2007 and December 31, 2006 were $14.0 million and $17.7 million, respectively, of which approximately $13.2 million and $12.8 million, respectively, were held by subsidiaries located outside the U.S.

Our liquidity is affected by restricted cash balances which are not available for general corporate use, totaling $3.1 million at July 1,
2007 and $6.0 million at December 31, 2006. At July 1, 2007 restricted cash included $2.5 million in margin deposits related to our metal and gas hedging programs, $0.6 million as collateral to secure our travel and purchase credit
card programs and $5 thousand to secure a letter of credit for the Canadian Customs Bureau. At December 31, 2006, restricted cash included $3.6 million related to deposits for margin calls on our metal and natural gas hedge programs, $0.8
million as collateral to secure our travel and purchase credit card programs, and $0.7 million to secure a letter of credit for a loan made by the Portuguese government. Also included were $0.4 million as a deposit for the Monterrey, Mexico facility
lease and $0.3 million in escrow related to the sale of our former Roxboro, N.C. facility, (which were reclassified in 2007 on the Condensed Consolidated Balance Sheet from restricted cash to deferred charges, net), and $0.2 to secure a letter of
credit for the Canadian Customs Bureau.

Amounts available under liquidity facilities. Our receivables sale facility and secured
revolving credit facility, as well as a credit facility in The Netherlands, are available for working capital needs. Our ability to access these liquidity facilities depends on the amount of available borrowing base or eligible receivables, less any
required reserves or holdbacks, and is subject to our compliance with the terms and conditions of the facility agreements, including financial covenants. After giving effect to the amendment to the secured revolving credit facility described above,
at July 1, 2007, we were in compliance with all such covenants. In the event we were to default on any of our other debt, it may constitute a default under our liquidity facilities as well.

We had no borrowings under our secured revolving credit facility at July 1, 2007, and approximately $23.3 million of standby letters of credit
outstanding. After taking into account an additional $3.2 million of reserves and other holdbacks, we had $11.7 million in additional borrowing availability under our secured revolving credit facility as of that date. Based upon a servicing report
as of July 1, 2007, the value of receivables eligible to be purchased totaled approximately $82.0 million. We had $40.0 million outstanding under the facility at July 1, 2007, leaving approximately $42.0 million in
availability as of this date.

Proceeds from the sale of Preferred Stock. As noted above, during the first quarter of 2007 we
received $50 million in cash under the recapitalization plan.



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##### Table of Contents

Uses of Liquidity

Our principal uses of liquidity in the first half of 2007 were funding net cash used for operations, working capital needs, capital expenditures, payments related to our outstanding debt, Preferred Stock dividends,
funding of pension obligations and funding of the Rabbi Trust for severance and other payments required under various change of control agreements.

Net cash used for operations. Net cash used for operating activities in the six months of 2007 was $44.5 million. Net cash used for operating activities in the six months of 2006 was $5.2 million. The increase in net cash used by
operations in 2007 versus 2006 is primarily the result of funds used to support the impact on working capital from copper prices plus the decrease in the use of receivables sale facility.

Working capital needs. Working capital on July 1, 2007 increased $19.1 million from $185.8 million on July 2, 2006 to $204.9 million. A
year over year reduction of $35.8 million in the utilization of the receivables sale facility and shorter terms required by our major metal suppliers, both of which increased working capital, were partially offset by an improvement of 3 days of
sales outstanding and a reduction of 1.6 million pounds of inventory. Due to the normal seasonality of our business, we have historically required higher levels of working capital during the first half of the year.

Capital expenditures. In the first half of 2007, capital expenditures totaled $2.4 million versus $2.6 million for the same period in 2006.
Capital expenditures include asset replacement, environmental and safety compliance, cost reduction and productivity improvement items. Projected capital expenditures for 2007 are $7.0 million.

Payments related to our outstanding debt and other financing facilities. In the first six months of 2007, we made interest and other fee cash
payments on our senior notes, liquidity facilities and other debt totaling $11.9 million, versus payments of $11.9 million during the same period in 2006. A decrease in the utilization of our receivables sale facility in 2007 as compared with the
amount utilized in 2006 lowered our loss on the sale of receivables to $1.3 million from $2.0 million for the six month period in 2006.

On
August 25, 2006 we terminated the interest rate swap on our 7.375% Senior Notes and paid Wachovia $1.8 million representing the interest accrued through the date of termination in August and the termination fee. We are amortizing the
termination fee over the remaining term of the underlying Senior Notes.

Preferred Stock dividends.During the second quarter of
2007 we paid $0.8 million in Preferred Stock dividends.

Funding of pension obligations. In the first half of 2007 we made
contributions of $1.5 million to our Canadian defined benefit pension plans. This contribution brought the pension funds to the required 99.0 percent solvency rate and enabled the fund to purchase annuities for employees at the termination date. In
the six months ended July 1, 2007 we made no contributions to our U.S. qualified defined benefit pension plan. See Note 15, Pension Expense, to the Notes to Unaudited Condensed Consolidated Financial Statements for further details. In
the first six months of 2006 we made contributions of $0.5 million to the US plans and $1.7 million to the Canadian plans.



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##### Table of Contents

Funding of the Rabbi Trust for severance and other payments. During the first and second quarters,
respectively, we funded $2.9 million and $1.7 million for certain employees affected by the change in control.

Off-Balance Sheet Arrangements

During the second quarter, there were no material changes to the information regarding the off-balance sheet arrangements disclosed in
our Annual Report on Form 10-K/A for the year ended December 31, 2006 under the caption Managements Discussion and Analysis of Financial Condition and Results of OperationsOff-Balance Sheet Arrangements.

Other than the receivables sale facility, we had no other off-balance sheet arrangements as of July 1, 2007 that either have, or are reasonably
likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Liquidity Facilities

As described in Notes 10 and 11
of the Notes to Consolidated Financial Statements contained in our 2006 Form 10-K/A, our financing arrangements consist of (i) our 7.375% Senior Notes due 2008 and our 10.5% Senior Notes due 2009, of which $136.7 million and $99.1 million,
respectively, were outstanding as of July 1, 2007; (ii) our liquidity facilities described below; and (iii) certain other credit arrangements with respect to our non-U.S. operations. The agreements governing our liquidity facilities,
and the indentures governing our Senior Notes, contain cross default provisions. After giving effect to the secured revolving credit facility amendment described in Note 8 to the Unaudited Condensed Consolidated Financial Statements, as of
July 1, 2007, we were in compliance with the covenants contained in the agreements governing our liquidity facilities and in the indentures governing our Senior Notes.

During the second quarter of 2007, our liquidity facilities consisted of a receivables sale facility of up to $90 million and a secured revolving credit
facility of up to $35 million. In addition, we have a silver consignment facility under which we may request consignments of silver with an aggregate value of up to the lesser of $25 million or 90% (previously 85%) of the aggregate undrawn face
amount of the letters of credit required to be provided to the facility provider. We view our receivables sale facility and our secured revolving credit facility as sources of available liquidity. We view our silver consignment facility as a source
of indirect liquidity because it allows us to reduce the amount of working capital necessary to fund our silver raw material requirements.

The terms of each of these liquidity facilities, as amended through the first quarter of 2007, are described in Notes 10 and 11 of the Notes to Consolidated Financial Statements contained in our 2006 Form 10-K/A, as updated by the
disclosure in Note 8 to the Unaudited Condensed Consolidated Financial Statements contained in our Form 10-Q for the quarter ended April 1, 2007. In addition, we entered into amendments to the secured revolving credit facility and silver
consignment facility in the second quarter. These amendments, as well as amounts available and outstanding under the liquidity facilities as of July 1, 2007, are described in Notes 8 and 9 to the Unaudited Condensed Consolidated Financial
Statements, above.



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Environmental Matters

We are subject to extensive environmental regulations imposed by local, state, federal and provincial authorities in the U.S., Canada, China, Portugal and Mexico with respect to air emission, discharges to waterways,
and the generation, handling, storage, transportation, treatment and disposal of waste material, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued undiscounted estimated
environmental remediation costs related to our operating facilities of $12.4 million as of July 1, 2007, consisting of primarily $11.7 million for our closed Montreal facility. Based upon information currently available, we believe that the
ultimate remediation costs for these matters are not reasonably likely to have a material effect on our business, financial condition or results of operations. However, actual costs related to these environmental matters could differ materially from
the amounts we estimated and have accrued at July 1, 2007, and could result in additional exposure if these environmental matters are not resolved as anticipated.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are exposed to various market risks, including changes in commodity prices, foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. In the ordinary
course of business, we enter into various types of transactions involving financial instruments to manage and reduce the impact of changes in commodity prices, foreign currency exchange rates and interest rates per the Wolverine Tube, Inc.
Derivative Management Policy, which outlines our policy regarding the types of derivatives permitted, the purpose of entering such derivatives, operating and trading limitations and approvals necessary for entering into them. We do not enter into
derivatives or other financial instruments for trading or speculative purposes.

Commodity Price Risks

The price our customers pay for a product includes a metal charge that represents, in some cases, the market value of the copper used in that product as
of the date we ship the product to the customer. Effective September 1, 2005, we began charging certain customers the previous monthly average COMEX price for metal. This pricing model is expected to serve as a natural hedge against changes in
the commodity price of copper, and allows us to better match the cost of copper with the selling price to our customers. However, as an accommodation to our customers, we often enter into fixed price commitments to purchase copper on their behalf in
order to fix the price of copper in advance of shipment. We account for these transactions as cash flow hedges under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities,as
amended by Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities,and by Statement of Financial Accounting Standards No. 149,Amendment of Statement 133
on Derivative Instruments and Hedging Activities (hereinafter collectively referred to as SFAS 133). The fair value of these derivative assets is recognized in prepaid expenses and other assets in the Consolidated Balance Sheet.
Hedge ineffectiveness, effectiveness, and excluded amounts are recognized in the Consolidated Statement of Operations under cost of goods sold. Amounts held in Other Comprehensive Income are reclassified to earnings at the point customer commitments
are realized. Information regarding this type of derivative transaction is as follows:



|                                                                                                                      |  |                                |               |   |                              |   |               |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------------- | - | ---------------------------- | - | ------------- | -
|(In millions)                                                                                                         |  | Three months endedJuly 1, 2007 |               |   | Six months endedJuly 1, 2007 |  
|Losses arising from ineffectiveness included in earnings                                                              |  | $                              | (0.4          | ) |                              | $ | (0.3          | )
|Gains reclassified from other comprehensive income (OCI) to earnings                                                |  | $                              | 1.7           |   |                              | $ | 0.7           |  
|                                                                                                                      |  |                               
|(In millions)                                                                                                         |  | July 1, 2007                   |               |   | July 2, 2006                 |  
|Aggregate notional value of derivatives outstanding                                                                   |  | $                              | 12.8          |   |                              | $ | 15.4          |  
|Period through which derivative positions currently exist                                                             |  |                                | December 2007 |   |                              |   | December 2007 |  
|Fair value of derivatives  asset                                                                                     |  | $                              | 0.6           |   |                              | $ | 0.6           |  
|Increase/(decrease) in fair value due to the effect of a 10% adverse change in commodity prices to current fair value |  | $                              | (1.3          | ) |                              | $ | 1.5           |  
|Deferred gains included in OCI                                                                                        |  | $                              | 0.4           |   |                              | $ | 4.2           |  
|Gains included in OCI to be recognized in the next 12 months                                                          |  | $                              | 0.4           |   |                              | $ | 4.1           |  
|Number of months over which gain in OCI is to be recognized                                                           |  |                                | 6             |   |                              |   | 18            |  



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##### Table of Contents

We have firm-price purchase commitments with some of our copper suppliers under which we agree to buy
copper at a price set in advance of the actual delivery of that copper to us. Under these arrangements, we assume the risk of a price decrease in the market price of copper between the time this price is fixed and the time the copper is delivered.
In order to reduce our market exposure to price decreases, at the time we enter into a firm-price purchase commitment, we also often enter into commodity forward contracts to sell a like amount of copper at the then-current price for delivery to the
counterparty at a later date. We account for these transactions as cash flow hedges under SFAS 133. The fair value of these derivative liabilities is recognized in accrued liabilities in the Consolidated Balance Sheet. Hedge ineffectiveness,
effectiveness, and excluded amounts are recognized in the Consolidated Statement of Operations under cost of goods sold. Amounts held in Other Comprehensive Income are reclassified to earnings at the point customer commitments are realized.
Information on this type of derivative transaction is as follows:



|                                                                                                                      |  |                                |                |   |                              |   |                |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------------- | - | ---------------------------- | - | -------------- | -
|(In millions)                                                                                                         |  | Three months endedJuly 1, 2007 |                |   | Six months endedJuly 1, 2007 |  
|(Losses) arising from ineffectiveness included in earnings                                                            |  | $                              | (0.1           | ) |                              | $ | (0.4           | )
|(Losses) reclassified from other comprehensive income (OCI) to earnings                                             |  | $                              | (1.3           | ) |                              | $ | (0.3           | )
|                                                                                                                      |  |                               
|(In millions)                                                                                                         |  | July 1, 2007                   |                |   | July 2, 2006                 |  
|Aggregate notional value of derivatives outstanding                                                                   |  | $                              | 12.1           |   |                              | $ | 5.7            |  
|Period through which derivative positions currently exist                                                             |  |                                | September 2007 |   |                              |   | September 2006 |  
|Fair value of derivatives asset/(liability)                                                                          |  | $                              | (0.1           | ) |                              | $ | 4.0            |  
|Increase/(decrease) in fair value due to the effect of a 10% adverse change in commodity prices to current fair value |  | $                              | (1.2           | ) |                              | $ | 1.0            |  
|Deferred (losses) included in OCI                                                                                     |  | $                              | (0.1           | ) |                              | $ | (2.7           | )
|(Losses) included in OCI to be recognized in the next 12 months                                                       |  | $                              | (0.1           | ) |                              | $ | (2.7           | )
|Number of months over which (loss) in OCI is to be recognized                                                         |  |                                | 3              |   |                              |   | 3              |  



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We have entered into commodity forward contracts to sell copper in order to hedge or protect the value of
the copper carried in our inventory from future price decreases. We account for these forward contracts as fair value hedges under SFAS 133. The fair value of these derivative liabilities is recognized in accrued liabilities in the Consolidated
Balance Sheet. Hedge ineffectiveness, effectiveness, and excluded amounts are recognized in the Consolidated Statement of Operations under cost of goods sold. Information on this type of derivative transaction is as follows:



|                                                                                                             |  |                                |                |   |                              |   |                |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | -------------- | - | ---------------------------- | - | -------------- | -
|(In millions)                                                                                                |  | Three months endedJuly 1, 2007 |                |   | Six months endedJuly 1, 2007 |  
|Gains arising from ineffectiveness included in earnings                                                      |  | $                              |               |   |                              | $ | 0.3            |  
|                                                                                                             |  |                               
|(In millions)                                                                                                |  | July 1, 2007                   |                |   | July 2, 2006                 |  
|Aggregate notional value of derivatives outstanding                                                          |  | $                              | 9.6            |   |                              | $ | 13.1           |  
|Period through which derivative positions currently exist                                                    |  |                                | September 2007 |   |                              |   | September 2006 |  
|Fair value of derivatives  (liability)                                                                      |  | $                              | (1.3           | ) |                              | $ | (6.7           | )
|(Decrease) in fair value due to the effect of a 10% adverse change in commodity prices to current fair value |  | $                              | (1.1           | ) |                              | $ | (2.0           | )

On February 16, 2007 we entered into a silver consignment arrangement with a bank. The amount
of silver available to us under our new consignment facility is insufficient to satisfy all of our silver requirements. Consequently, we must purchase and hold in inventory a minimal amount of silver. We have entered into commodity forward contracts
to sell silver in order to hedge or protect the value of the silver carried in our inventory from future price decreases. The fair value of these derivative assets is recognized in prepaid expenses and other assets in the Consolidated Balance Sheet.
Hedge ineffectiveness, effectiveness, and excluded amounts are recognized in the Consolidated Statement of Operations under cost of goods sold. Information on this type of derivative transaction is as follows:



|                                                                                                           |  |                                |                |   |                              |   |    
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------------- | - | ---------------------------- | - | ---
|(In millions)                                                                                              |  | Three months endedJuly 1, 2007 |                |   | Six months endedJuly 1, 2007
|Gains arising from ineffectiveness included in earnings                                                    |  | $                              |               |   |                              | $ | 0.5
|                                                                                                           |  |                               
|(In millions)                                                                                              |  | July 1, 2007                   |                |   | July 2, 2006                
|Aggregate notional value of derivatives outstanding                                                        |  | $                              | 1.7            |   |                              |   | N/A
|Period through which derivative positions currently exist                                                  |  |                                | September 2007 |   |                              |   | N/A
|Fair value of derivatives  asset                                                                          |  | $                              | 0.1            |   |                              |   | N/A
|Decrease in fair value due to the effect of a 10% adverse change in commodity prices to current fair value |  | $                              | (0.2           | ) |                              |   | N/A



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##### Table of Contents

We have also entered into commodity futures contracts to purchase natural gas to reduce our risk of
future price increases. We account for these transactions as cash flow hedges under SFAS 133. The fair value of these derivative liabilities is recognized in accrued liabilities in the Consolidated Balance Sheet. Hedge ineffectiveness,
effectiveness, and excluded amounts are recognized in the Consolidated Statement of Operations under cost of goods sold. Information on this type of derivative transaction is as follows:



|                                                                                                             |  |                                |               |   |                              |   |               |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | ------------- | - | ---------------------------- | - | ------------- | -
|(In millions)                                                                                                |  | Three months endedJuly 1, 2007 |               |   | Six months endedJuly 1, 2007 |  
|Gains/(losses) arising from ineffectiveness included in earnings                                             |  | $                              | 0.2           |   |                              | $ | (1.3          | )
|Gains reclassed from other comprehensive income (OCI) to earnings                                          |  | $                              | 0.1           |   |                              | $ |              |  
|                                                                                                             |  |                               
|(In millions)                                                                                                |  | July 1, 2007                   |               |   | July 2, 2007                 |  
|Aggregate notional value of derivatives outstanding                                                          |  | $                              | 4.8           |   |                              | $ | 8.1           |  
|Period through which derivative positions currently exist                                                    |  |                                | December 2008 |   |                              |   | December 2008 |  
|Fair value of derivatives  (liability)                                                                      |  | $                              | (0.6          | ) |                              | $ | (0.8          | )
|(Decrease) in fair value due to the effect of a 10% adverse change in commodity prices to current fair value |  | $                              | (0.4          | ) |                              | $ | (0.7          | )
|Deferred (losses) included in OCI                                                                            |  | $                              | (1.3          | ) |                              | $ | (4.0          | )
|(Losses) included in OCI to be recognized in the next 12 months                                              |  | $                              | (0.7          | ) |                              | $ | (2.0          | )
|Number of months over which (loss) in OCI is to be recognized                                                |  |                                | 18            |   |                              |   | 30            |  

Foreign Currency Exchange Risk

We are subject to market risk exposure from fluctuations in foreign currencies. Foreign currency exchange forward contracts may be used from time to time
to hedge the variability in cash flows from the forecasted payment or receipt of currencies other than the functional currency. We do not enter into forward exchange contracts for speculative purposes. These forward currency exchange contracts and
the underlying hedged receivables and payables are carried at their fair values, with any associated gains and losses recognized in current period earnings. These contracts cover periods commensurate with known or expected exposures, generally
within three to five months. As of July 1, 2007, we had forward exchange contracts outstanding to sell foreign currency with a notional amount of $1.9 million. The estimated fair value of these forward exchange contracts to sell foreign
currency was a loss of $4 thousand. The effect of a 10% adverse change in exchange rates would reduce the fair value by approximately $0.2 million.

Interest Rate Risk

In October 2002, we entered into an interest rate swap transaction on $50.0 million of
our 7.375% Senior Notes. The interest rate swap called for semi-annual interest payments on February 1 and August 1, a floating interest rate based upon the nine month LIBOR rate plus a spread of 3.76%, and an August 1, 2008 maturity
date.



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On August 25, 2006, we terminated the interest rate swap and paid Wachovia Bank, National
Association (Wachovia) $1.8 million representing the interest accrued through the date of termination in August and the termination fee. The termination fee of $1.7 million will be amortized over the remaining life of the 7.375% Senior
Notes. As of July 1, 2007, the unamortized amount was $1.0 million. The termination fee, which was locked in on the date of the termination, is the net present value of the amount of interest which exceeded the fixed rate of 7.375% for the
balance of the term of the interest rate swap. Taking into account the gain recorded from the inception of the interest rate swap to the termination of $1.1 million and the termination fee of $1.7 million or a net increase in interest of
$0.6 million, the effective annual rate of the underlying Senior Notes is 7.578% through the maturity date.

Material Limitations

The disclosures with respect to the above noted risks do not take into account the underlying commitments or anticipated
transactions. If the underlying items were included in the analysis, the gains or losses on the futures contracts may be offset. Actual results will be determined by a number of factors that are not generally under our control and could vary
significantly from those factors disclosed.

We are exposed to credit losses in the event of nonperformance by counterparties on the above
instruments, as well as credit or performance risk with respect to our hedged customers commitments. Although nonperformance is possible, we do not anticipate nonperformance by any of these parties.

We had no gains or losses reported in earnings due to forecasted transactions not occurring or being delayed beyond 60 days in relation to our cash flow
hedges, nor due to cancellation of firm commitments or contracts in relation to our fair value hedges.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Under the supervision and with the participation of management, including our Chief Operating Officer and Principal
Executive Officer, Harold Karp, and our Chief Financial Officer, James E. Deason, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report.



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We concluded that our disclosure controls and procedures were not effective as of December 31, 2006
as a result of a material weakness in our internal control over financial reporting with respect to reporting restricted cash, namely, that we did not have adequate policies and procedures to ensure the appropriate classification and accounting for
restricted cash in our balance sheets and cash flow statements in accordance with Statement of Financial Accounting Standards No. 95, Statement of Cash Flows(SFAS 95). Specifically, our training processes had not emphasized
SFAS 95 and other current SEC developments; accordingly, our preparation of financial statements and review processes failed to detect non-compliance with SFAS 95 regarding the classification of restricted cash. This deficiency resulted in a
material misstatement of our 2004 and 2005 cash flows provided by (used for) investing activities and resulted in an amendment to our Annual Report on Form 10-K for the year ended December 31, 2006 to restate the financial statements for the
years ended December 31, 2006, 2005 and 2004 as discussed in Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements. As of July 1, 2007, we believe our disclosure controls and procedures are effective.

In connection with implementing our remediation plan to address this material weakness and correcting the classification and accounting for restricted
cash in our balance sheets and cash flow statements in accordance with SFAS 95, we have instituted controls and procedures to ensure that our professional education training for certain employees involved in financial accounting and reporting
focuses on remedial training related to the SEC regulations governing the preparation of financial statements and ongoing SEC and GAAP pronouncement developments and interpretations thereof. In addition, we modified our accounting and reporting of
restricted cash on our balances sheets and included the period changes in restricted cash as investing activities on our cash flow statements to conform to SFAS 95.

Changes in Internal Control over Financial Reporting

Based upon the evaluation performed by our
management, which was conducted with the participation of Messrs. Karp and Deason, other than the changes made to our internal control over financial reporting related to accounting for restricted cash as disclosed above and in our Form 10-K/A,
there has been no change in our internal control over financial reporting during the second quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



|Item 1A. | Risk Factors
|-------- | ------------

The Company has included in its
Annual Report on Form 10-K/A for the year ended December 31, 2006 and its Form 10-Q for the quarter ended April 1, 2007 a description of certain risks and uncertainties that could affect the Companys business, future performance or
financial condition (Risk Factors). The Risk Factors are hereby incorporated in Part II, Item 1A of this Form 10-Q. The information presented below updates, and should be read in conjunction with, the Risk Factors.

Our net operating loss carryforwards may expire unutilized, which could prevent us from offsetting future taxable income.

As of December 31, 2006, we had U.S. federal net operating loss carryforwards of $105.0 million, which expire at various times beginning in 2007
through 2026. These net operating loss carryforwards are subject to a valuation allowance due to the uncertain nature of the realization of the losses. In addition, Section 382 of the Internal Revenue Code imposes certain restrictions on the
utilization of net operating loss carryforwards and other tax attributes after an ownership change, as defined in Section 382. On February 16, 2007 we had a Section 382 ownership change which will significantly limit the possible
utilization of net operating loss carryforwards in the future. Accordingly, in the event we would otherwise be able to utilize the net operating loss carryforwards to offset taxable income generated in this or future tax years, we will be subject to
an annual limitation of approximately $1.3 million of these net operating losses for U.S. federal income tax purposes. We may not be able to achieve sufficient profitability to utilize some or all of our net operating loss carryforwards prior to
their expiration.

Net income could be impacted by non-cash adjustments to the fair value of embedded derivatives.

As discussed in Note 1, Basis of Reporting for Interim Financial Statements, to the Unaudited Condensed Consolidated Financial Statements, above
during the first quarter of 2007, and in conjunction with the sale of Preferred Stock we recorded several embedded derivatives. These derivatives are accounted for under the provisions of FAS 133. As such, these derivatives are subject to periodic
valuations. The market price of our common stock is a key driver in the valuation calculations and can vary significantly. Changes in the fair value will affect the Condensed Consolidated Statement of Operations through marking to market the
liabilities associated with these embedded derivatives. At July 1, 2007, the total fair value of these embedded derivatives was recorded as a current liability in the amount of $4.6 million.



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|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

On May 24, 2007, the Company held its Annual Meeting of Stockholders. The matters voted on at the meeting and the results of those votes were as follows:



|    |  |                                          |  |               |  |                   
|--- |  | ---------------------------------------- |  | ------------- |  | ------------------
|    |  |                                          |  | Votes For (a) |  | Votes Withheld (a)
|(1) |  | Election of Steven S. Elbaum as Director |  | 55,420,600    |  | 2,047,357         
|(2) |  | Election of Jack L. Duncan as Director   |  | 55,860,460    |  | 1,607,497         
|(3) |  | Election of Brett Young as Director      |  | 55,847,733    |  | 1,607,497         

Other directors whose terms of office were not due to expire at the time of the Annual Meeting of
Stockholders, and who were therefore automatically elected to a one-year term simultaneously with the successful vote to declassify the Board of Directors, were David M. Gilchrist, Jr., William C. Griffiths, Alan Kestenbaum and K. Mitchell Posner.
(b)



|    |  |                                                                                                                                                    |  |               |  |             |  |            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | ----------- |  | -----------
|    |  |                                                                                                                                                    |  | Votes For (a) |  | Against (a) |  | Abstain (a)
|(4) |  | To amend the Companys Restated Certificate of Incorporation to declassify the Board of Directors so that all directors are elected annually (c)   |  | 57,063,386    |  | 398,021     |  | 6,549      
|(5) |  | To amend the Companys Restated Certificate of Incorporation to increase the number of common shares authorized from 40,000,000 to 180,000,000 (d) |  | 55,327,879    |  | 2,133,197   |  | 6,879      
|(6) |  | To ratify the appointment of KPMG LLP as the independent auditors for the fiscal year ending December 31, 2007                                     |  | 57,360,241    |  | 103,107     |  | 4,609      

---



|(a) | The number of votes, as illustrated above, is on a fully converted basis, as if all shares of Preferred Stock were converted into common stock for voting purposes.The
holders of the Preferred Stock are deemed to constitute a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act. The group is not permitted, for so long as certain conditions apply, to vote in excess of 49.0% of the
total voting power of all voting securities of the Company. The voting power of the 50,000 shares of outstanding Preferred Stock was therefore limited to a maximum of 14,424,481 shares when voting with the common stock on an as-converted basis at
this Annual Meeting of Stockholders. For additional explanation regarding this conversion feature and voting limitation, see the section entitled, Stock Ownership of Certain Beneficial Owners and Management, footnote 1, of the Companys
Definitive Proxy Statement filed on April 18, 2007 which is hereby incorporated by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(b) | Pursuant to the stockholders vote to declassify the Board of Directors at the Annual Meeting of Stockholders, directors whose terms were not due to expire and were currently
serving were automatically elected pursuant to the declassification vote, to serve a one-year term that will expire upon the date of the next annual meeting or until a successor is duly elected and qualified. Therefore there are no votes for or
votes withheld that apply specifically to the reelection of these directors since their reelection is subsumed under the declassification of the Board of Directors vote under item (4) above.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | The vote to declassify the Board of Directors also included a separate vote under which a majority of the Preferred Stock was required to approve the declassification. All 50,000
shares of the Preferred Stock voted in favor of declassification.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | The vote to amend the Companys Restated Certificate of Incorporation to increase the authorized shares of common stock also included two separate votes under which both a
majority of the Preferred Stock and a majority of the common stock each had to separately approve the authorization. All 50,000 shares of the Preferred Stock voted in favor of authorizing the additional common stock. The common stock vote included
9,873,329 shares voted for the authorization, 2,133,197 shares voted against the authorization and 6,879 shares abstained from the vote. Therefore, a majority of each of the Preferred Stock and the common stock approved the authorization of the
additional shares of common stock as required.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Certificate of Amendment of Restated Certificate of Incorporation of Wolverine Tube, Inc., filed on May 31, 2007 (incorporated by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K filed on May 31, 2007).                                                                                                                  
|     | 
|3.2  |  | Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock filed on June 29, 2007 (incorporated by reference to Exhibit 3.3 to the Companys Form S-1/A
(File No. 333-142209) filed on July 31, 2007).                                                                                                     
|     | 
|3.3  |  | Secretarys Certificate, dated May 30, 2007, attached to a complete copy of the Bylaws of the Company, as amended May 22, 1997 (incorporated by reference to Exhibit 3.2 to the
Companys Current Report on Form 8-K filed on May 31, 2007).                                                                                                    
|     | 
|4.1  |  | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Companys Current Report on form 8-K filed on April 25, 2007).                                                                                                                                                                                                                 
|     | 
|10.1 |  | Amendment No. 9 to Amended and Restated Credit Agreement, effective as of June 30, 2007, among the Company and its U.S. subsidiaries, the lenders named therein and Wachovia Bank, National
Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on form 8-K filed on July 20, 2007).
|     | 
|10.2 |  | Letter Agreement, effective as of April 2, 2007, among HSBC Bank USA, National Association, Wolverine Tube, Inc. and Wolverine Joining Technologies, LLC (incorporated by reference to Exhibit
10.12 to the Companys Form S-1/A (File No. 333-142209) filed on July 31, 2007).                                                                 
|     | 
|10.3 |  | First Amendment and Agreement to Consignment Agreement, dated as of June 29, 2007, by and between HSBC Bank USA, National Association, Wolverine Tube, Inc. and Wolverine Joining Technologies
(incorporated by reference to Exhibit 10.13 to the Companys Form S-1/A (File No. 333-142209) filed on July 31, 2007).                           
|     | 
|10.4 |  | Letter Agreement between the Company and John H. Van Gerwen, dated May 1, 2007 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 4, 2007).                                                                                                                                                    
|     | 
|10.5 |  | Stay Pay and Separation Agreement between the Company and Keith Weil (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 4,
2007).                                                                                                                                                              
|     | 
|10.6 |  | Consulting Agreement between the Company and Keith Weil (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 8-K filed on May 4, 2007).                                                                                                                                                                                   



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|     |  |                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                              
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|     | 
|32.1 |  | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    

SIGNATURE

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



|       |  |                |  |                      |  |        |  |                                                             
|------ |  | -------------- |  | -------------------- |  | ------ |  | ------------------------------------------------------------
|       |  |                |  | WOLVERINE TUBE, INC.
|       |  |                |  |                     
|Dated: |  | August 7, 2007 |  |                      |  | By:    |  | /s/ James E. Deason                                         
|       |  |                |  |                      |  | Name:  |  | James E. Deason                                             
|       |  |                |  |                      |  | Title: |  | Senior Vice President, Chief Financial Officer and Secretary



55