UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





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


For the
quarterly period ended October 4, 2009


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 1000Huntsville,
      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 £   NO  R





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes  £    No  £




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




Large
      accelerated filer £
              Accelerated
      filer £Non-accelerated
      filer   £
              Smaller
      reporting company R(Do
      not check if smaller reporting company)




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





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


Class
            
            Outstanding
      as of November 15, 2009Common
      Stock, $0.01 Par Value
            
            40,623,736
      Shares





WOLVERINE
TUBE, INC.





QUARTERLY
REPORT ON FORM 10-Q


FOR THE
QUARTERLY PERIOD ENDED OCTOBER 4, 2009





TABLE OF
CONTENTS





Page
      No.PART
      I     FINANCIAL
      INFORMATION
                                                                            3Item
      1.  Financial
      Statements
                                                                            3Condensed
      Consolidated Statements of Operations
                                                                            3Condensed
      Consolidated Balance Sheets
                                                                            4Condensed
      Consolidated Statements of Cash Flows
                                                                            5Item
      2.    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                            32Item
      4T. Controls
      and Procedures
                                                                            41PART
      II    OTHER
      INFORMATION
                                                                            41Item
      1A.Risk
      Factors
                                                                            41Item
      6.     Exhibits
                                                                            41


2





PARTI    
    FINANCIAL
INFORMATION





Item
1.          Financial
Statements





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidated Statements of Operations


(Unaudited)





Three months ended
                                                  
                                                  
                                                  Nine months ended(In
      thousands except per share amounts)
                                                  
                                                  October 4, 2009
                                                  
                                                  
                                                  September 28, 2008
                                                  
                                                  
                                                  October 4, 2009
                                                  
                                                  
                                                  September 28, 2008Net
      sales
                                                  
                                                  $
                                                  117,962
                                                  
                                                  
                                                  $
                                                  231,048
                                                  
                                                  
                                                  $
                                                  341,144
                                                  
                                                  
                                                  $
                                                  678,018Cost
      of goods sold
                                                  
                                                  
                                                  114,855
                                                  
                                                  
                                                  
                                                  222,249
                                                  
                                                  
                                                  
                                                  329,880
                                                  
                                                  
                                                  
                                                  650,274Gross
      profit
                                                  
                                                  
                                                  3,107
                                                  
                                                  
                                                  
                                                  8,799
                                                  
                                                  
                                                  
                                                  11,264
                                                  
                                                  
                                                  
                                                  27,744Selling,
      general and administrative expenses
                                                  
                                                  
                                                  5,531
                                                  
                                                  
                                                  
                                                  5,684
                                                  
                                                  
                                                  
                                                  18,054
                                                  
                                                  
                                                  
                                                  18,865Net
      (gain) loss on divestitures
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (21,711
                                                  )
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (26,715
                                                  )Advisory
      fees and expenses
                                                  
                                                  
                                                  2
                                                  
                                                  
                                                  
                                                  239
                                                  
                                                  
                                                  
                                                  268
                                                  
                                                  
                                                  
                                                  791Goodwill
      impairment
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  44,000
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  44,000Restructuring
      and impairment charges
                                                  
                                                  
                                                  1,731
                                                  
                                                  
                                                  
                                                  345
                                                  
                                                  
                                                  
                                                  3,240
                                                  
                                                  
                                                  
                                                  5,405Operating
      income (loss)
                                                  
                                                  
                                                  (4,157
                                                  )
                                                  
                                                  
                                                  (19,758
                                                  )
                                                  
                                                  
                                                  (10,298
                                                  )
                                                  
                                                  
                                                  (14,602
                                                  )Other
      (income) expense:Interest
      expense, net
                                                  
                                                  
                                                  4,394
                                                  
                                                  
                                                  
                                                  3,975
                                                  
                                                  
                                                  
                                                  12,434
                                                  
                                                  
                                                  
                                                  13,775Amortization
      expense
                                                  
                                                  
                                                  62
                                                  
                                                  
                                                  
                                                  866
                                                  
                                                  
                                                  
                                                  865
                                                  
                                                  
                                                  
                                                  2,137Loss
      on sale of receivables
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  167
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  374Loss
      from extinguishment of debt
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  3,647
                                                  
                                                  
                                                  
                                                  —Other,
      net
                                                  
                                                  
                                                  (226
                                                  )
                                                  
                                                  
                                                  262
                                                  
                                                  
                                                  
                                                  (483
                                                  )
                                                  
                                                  
                                                  22Income
      (loss) from continuing operations before non-controllinginterest,
      equity in earnings of unconsolidated subsidiary and
      incometaxes
                                                  
                                                  
                                                  (8,387
                                                  )
                                                  
                                                  
                                                  (25,028
                                                  )
                                                  
                                                  
                                                  (26,761
                                                  )
                                                  
                                                  
                                                  (30,910
                                                  )Non-controlling
      interest
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (266
                                                  )
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  (541
                                                  )Equity
      in earnings of unconsolidated subsidiary
                                                  
                                                  
                                                  658
                                                  
                                                  
                                                  
                                                  138
                                                  
                                                  
                                                  
                                                  1,337
                                                  
                                                  
                                                  
                                                  138Income
      tax benefit (expense)
                                                  
                                                  
                                                  527
                                                  
                                                  
                                                  
                                                  845
                                                  
                                                  
                                                  
                                                  (96
                                                  )
                                                  
                                                  
                                                  (1,043
                                                  )Income
      (loss) from continuing operations
                                                  
                                                  
                                                  (7,202
                                                  )
                                                  
                                                  
                                                  (24,311
                                                  )
                                                  
                                                  
                                                  (25,520
                                                  )
                                                  
                                                  
                                                  (32,356
                                                  )Income
      (loss) from discontinued operations, net of taxes
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  403
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  781Net
      income (loss)
                                                  
                                                  
                                                  (7,202
                                                  )
                                                  
                                                  
                                                  (23,908
                                                  )
                                                  
                                                  
                                                  (25,520
                                                  )
                                                  
                                                  
                                                  (31,575
                                                  )Accretion
      of convertible preferred stock
                                                  
                                                  
                                                  1,255
                                                  
                                                  
                                                  
                                                  1,255
                                                  
                                                  
                                                  
                                                  3,766
                                                  
                                                  
                                                  
                                                  3,766Preferred
      stock dividends
                                                  
                                                  
                                                  2,242
                                                  
                                                  
                                                  
                                                  1,951
                                                  
                                                  
                                                  
                                                  6,526
                                                  
                                                  
                                                  
                                                  4,767Net
      income (loss) applicable to common shares
                                                  
                                                  $
                                                  (10,699
                                                  )
                                                  
                                                  $
                                                  (27,114
                                                  )
                                                  
                                                  $
                                                  (35,812
                                                  )
                                                  
                                                  $
                                                  (40,108
                                                  )Net
      income(loss) per common share—Basic and DilutedContinuing
      operations
                                                  
                                                  $
                                                  (0.26
                                                  )
                                                  
                                                  $
                                                  (0.68
                                                  )
                                                  
                                                  $
                                                  (0.88
                                                  )
                                                  
                                                  $
                                                  (1.01
                                                  )Discontinued
      operations
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  0.01Net
      income (loss) per common share
                                                  
                                                  $
                                                  (0.26
                                                  )
                                                  
                                                  $
                                                  (0.68
                                                  )
                                                  
                                                  $
                                                  (0.88
                                                  )
                                                  
                                                  $
                                                  (1.00
                                                  )Shares
      used in computing income (loss) per share:Basic
      and diluted
                                                  
                                                  
                                                  40,624
                                                  
                                                  
                                                  
                                                  40,624
                                                  
                                                  
                                                  
                                                  40,624
                                                  
                                                  
                                                  
                                                  40,624





See
accompanying notes to the condensed consolidated financial
statements.


3





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidated Balance Sheets


(Unaudited)





(In thousands except
      share and per share amounts)
                                                    
                                                    October
      4, 2009
                                                    
                                                    
                                                    December
      31, 2008AssetsCurrent
      assetsCash
      and cash equivalents
                                                    
                                                    $
                                                    23,434
                                                    
                                                    
                                                    $
                                                    33,537Restricted
      cash
                                                    
                                                    
                                                    8,046
                                                    
                                                    
                                                    
                                                    37,738Accounts
      receivable, net of allowance for doubtful accounts of $428 in
      2009and $392 in 2008
                                                    
                                                    
                                                    44,667
                                                    
                                                    
                                                    
                                                    38,626Inventories
                                                    
                                                    
                                                    46,049
                                                    
                                                    
                                                    
                                                    53,284Assets
      held for sale
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    3,680Derivative
      assets
                                                    
                                                    
                                                    1,006
                                                    
                                                    
                                                    
                                                    291Prepaid
      expenses and other assets
                                                    
                                                    
                                                    2,909
                                                    
                                                    
                                                    
                                                    5,380Total
      current assets
                                                    
                                                    
                                                    126,111
                                                    
                                                    
                                                    
                                                    172,536Property,
      plant and equipment, net
                                                    
                                                    
                                                    55,383
                                                    
                                                    
                                                    
                                                    52,004Intangible
      assets and deferred charges, net
                                                    
                                                    
                                                    2,634
                                                    
                                                    
                                                    
                                                    2,634Notes
      receivable
                                                    
                                                    
                                                    595
                                                    
                                                    
                                                    
                                                    585Investment
      in unconsolidated subsidiary
                                                    
                                                    
                                                    7,909
                                                    
                                                    
                                                    
                                                    9,373Total
      assets
                                                    
                                                    $
                                                    192,632
                                                    
                                                    
                                                    $
                                                    237,132Liabilities
      and Accumulated DeficitCurrent
      liabilitiesAccounts
      payable
                                                    
                                                    $
                                                    31,467
                                                    
                                                    
                                                    $
                                                    34,713Accrued
      liabilities
                                                    
                                                    
                                                    6,379
                                                    
                                                    
                                                    
                                                    13,250Derivative
      liabilities
                                                    
                                                    
                                                    2,670
                                                    
                                                    
                                                    
                                                    5,415Deferred
      income taxes
                                                    
                                                    
                                                    325
                                                    
                                                    
                                                    
                                                    1,601Short-term
      borrowings
                                                    
                                                    
                                                    8
                                                    
                                                    
                                                    
                                                    16,112Total
      current liabilities
                                                    
                                                    
                                                    40,849
                                                    
                                                    
                                                    
                                                    71,091Long-term
      debt
                                                    
                                                    
                                                    124,210
                                                    
                                                    
                                                    
                                                    121,558Pension
      liabilities
                                                    
                                                    
                                                    46,456
                                                    
                                                    
                                                    
                                                    45,552Postretirement
      benefits obligation
                                                    
                                                    
                                                    4,385
                                                    
                                                    
                                                    
                                                    4,662Accrued
      environmental remediation
                                                    
                                                    
                                                    9,393
                                                    
                                                    
                                                    
                                                    9,628Accrued
      dividends
                                                    
                                                    
                                                    12,003
                                                    
                                                    
                                                    
                                                    5,476Other
      liabilities
                                                    
                                                    
                                                    2,981
                                                    
                                                    
                                                    
                                                    3,290Total
      liabilities
                                                    
                                                    
                                                    240,277
                                                    
                                                    
                                                    
                                                    261,257Series
      A Convertible Preferred Stock, stated value $1,000 per share, 90,000
      sharesauthorized; 54,494 shares issued and outstanding as of
      October 4, 2009 and December 31, 2008
                                                    
                                                    
                                                    17,674
                                                    
                                                    
                                                    
                                                    13,908Series
      B Convertible Preferred Stock, stated value $1,000 per share, 25,000
      sharesauthorized;
      10,000 shares issued and outstanding as of October 4, 2009
      andDecember 31, 2008
                                                    
                                                    
                                                    9,700
                                                    
                                                    
                                                    
                                                    9,700Accumulated
      deficitCommon
      stock, par value $0.01 per share; 180,000,000 shares authorized;40,623,736
      shares issued and outstanding as of October 4, 2009
      andDecember 31, 2008
                                                    
                                                    
                                                    406
                                                    
                                                    
                                                    
                                                    406Additional
      paid-in capital
                                                    
                                                    
                                                    139,015
                                                    
                                                    
                                                    
                                                    142,588Accumulated
      deficit
                                                    
                                                    
                                                    (183,328
                                                    )
                                                    
                                                    
                                                    (151,281
                                                    )Accumulated
      other comprehensive income (loss), net
                                                    
                                                    
                                                    (31,112
                                                    )
                                                    
                                                    
                                                    (39,446
                                                    )Total
      accumulated deficit
                                                    
                                                    
                                                    (75,019
                                                    )
                                                    
                                                    
                                                    (47,733
                                                    )Total
      liabilities, convertible preferred stock and accumulated
      deficit
                                                    
                                                    $
                                                    192,632
                                                    
                                                    
                                                    $
                                                    237,132





See
accompanying notes to the condensed consolidated financial
statements.


4





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidated Statements of Cash Flows


(Unaudited)





Nine
      months ended(In
      thousands)
                                        
                                        October
      4, 2009
                                        
                                        
                                        September
      28, 2008Operating
      ActivitiesLoss
      from continuing operations
                                        
                                        $
                                        (25,520
                                        )
                                        
                                        $
                                        (32,356
                                        )Income
      from discontinued operations
                                        
                                        
                                        —
                                        
                                        
                                        
                                        781Net
      (loss)
                                        
                                        
                                        (25,520
                                        )
                                        
                                        
                                        (31,575
                                        )Adjustments
      to reconcile net (loss) to net cash from operating
    activities:Depreciation
                                        
                                        
                                        4,784
                                        
                                        
                                        
                                        4,809Amortization
                                        
                                        
                                        992
                                        
                                        
                                        
                                        2,255Deferred
      income taxes
                                        
                                        
                                        (1,273
                                        )
                                        
                                        
                                        (1,452
                                        )Gain
      on sale of fixed assets
                                        
                                        
                                        (316
                                        )
                                        
                                        
                                        —(Gain)
      loss on extinguishment of debt
                                        
                                        
                                        3,647
                                        
                                        
                                        
                                        (858
                                        )Non-cash
      paid-in-kind interest
                                        
                                        
                                        2,652
                                        
                                        
                                        
                                        —Non-controlling
      interest in Chinese subsidiary
                                        
                                        
                                        —
                                        
                                        
                                        
                                        541Equity
      in earnings of unconsolidated subsidiary
                                        
                                        
                                        (1,337
                                        )
                                        
                                        
                                        (138
                                        )Impairment
      of assets and goodwill
                                        
                                        
                                        250
                                        
                                        
                                        
                                        44,390Non-cash
      environmental, restructuring and other charges
                                        
                                        
                                        248
                                        
                                        
                                        
                                        (5,129
                                        )Embedded
      derivative mark to fair value
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (3
                                        )Stock
      compensation expense
                                        
                                        
                                        187
                                        
                                        
                                        
                                        1,542Net
      gain on divestitures
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (26,715
                                        )Changes
      in operating assets and liabilities:Accounts
      receivable, net
                                        
                                        
                                        (5,705
                                        )
                                        
                                        
                                        (17,755
                                        )Sale
      of accounts receivable
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,000Inventories
                                        
                                        
                                        7,312
                                        
                                        
                                        
                                        342Income
      taxes
                                        
                                        
                                        (441
                                        )
                                        
                                        
                                        132Prepaid
      expenses and other
                                        
                                        
                                        1,038
                                        
                                        
                                        
                                        3,082Accounts
      payable
                                        
                                        
                                        (3,363
                                        )
                                        
                                        
                                        10,258Accrued
      liabilities, including pension, postretirement benefit, and
      environmental
                                        
                                        
                                        (1,889
                                        )
                                        
                                        
                                        (14,102
                                        )Net
      cash from continuing operating activities
                                        
                                        
                                        (18,734
                                        )
                                        
                                        
                                        (28,157
                                        )Net
      cash from discontinued operating activities
                                        
                                        
                                        (32
                                        )
                                        
                                        
                                        (10,090
                                        )Net
      cash from operating activities
                                        
                                        
                                        (18,766
                                        )
                                        
                                        
                                        (38,247
                                        )Investing
      ActivitiesAdditions
      to property, plant and equipment
                                        
                                        
                                        (4,355
                                        )
                                        
                                        
                                        (3,124
                                        )Proceeds
      from sale of assets
                                        
                                        
                                        316
                                        
                                        
                                        
                                        6,440Purchase
      of patents
                                        
                                        
                                        (159
                                        )
                                        
                                        
                                        —Proceeds
      from sale of interest in Chinese subsidiary
                                        
                                        
                                        —
                                        
                                        
                                        
                                        19,419Change
      in restricted cash
                                        
                                        
                                        29,692
                                        
                                        
                                        
                                        (8,075
                                        )Net
      cash from continuing investing activities
                                        
                                        
                                        25,494
                                        
                                        
                                        
                                        14,660Net
      cash from discontinued investing activities
                                        
                                        
                                        1,200
                                        
                                        
                                        
                                        62,163Net
      cash from investing activities
                                        
                                        
                                        26,694
                                        
                                        
                                        
                                        76,823Financing
      ActivitiesFinancing
      fees and expenses paid
                                        
                                        
                                        (4,384
                                        )
                                        
                                        
                                        (2,071
                                        )Payments
      under revolving credit facilities and other debt
                                        
                                        
                                        (1,490
                                        )
                                        
                                        
                                        (366
                                        )Borrowings
      from revolving credit facilities and other debt
                                        
                                        
                                        1,399
                                        
                                        
                                        
                                        127Issuance
      of preferred stock
                                        
                                        
                                        —
                                        
                                        
                                        
                                        14,194Purchase
      or repayment of senior notes
                                        
                                        
                                        (16,142
                                        )
                                        
                                        
                                        (97,661
                                        )Dividend
      received from unconsolidated subsidiary
                                        
                                        
                                        2,802
                                        
                                        
                                        
                                        —Payment
      of dividends
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (2,042
                                        )Net
      cash from financing activities
                                        
                                        
                                        (17,815
                                        )
                                        
                                        
                                        (87,819
                                        )Effect
      of exchange rate on cash and cash equivalents
                                        
                                        
                                        (216
                                        )
                                        
                                        
                                        (1,249
                                        )Net
      increase(decrease) in cash and cash equivalents
                                        
                                        
                                        (10,103
                                        )
                                        
                                        
                                        (50,492
                                        )Cash
      and cash equivalents at beginning of period
                                        
                                        
                                        33,537
                                        
                                        
                                        
                                        63,303Cash
      and cash equivalents at end of period
                                        
                                        $
                                        23,434
                                        
                                        
                                        $
                                        12,811Supplemental
      disclosure of cash flow:Interest
      paid
                                        
                                        $
                                        13,518
                                        
                                        
                                        $
                                        13,418Income
      taxes paid, net
                                        
                                        $
                                        1,749
                                        
                                        
                                        $
                                        1,571





See
accompanying notes to the condensed consolidated financial
statements.


5





Wolverine
Tube, Inc. and Subsidiaries


Notes
to Unaudited Condensed Consolidated Financial Statements





(1) Basis
of Reporting for Interim Financial Statements





The
accompanying condensed consolidated balance sheet as of December 31, 2008, which
has been derived from audited financial statements, and the unaudited interim
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 audited condensed consolidated balance sheet as of December 31,
2008 and the unaudited interim condensed consolidated financial statements
included herein pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”). Certain information and footnote disclosures
normally included in statements prepared in accordance with generally accepted
accounting principles in the United States of America (“GAAP”) 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 for the year ended
December 31, 2008.





The
accompanying unaudited interim 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 and cash flows for the three and
nine month periods ended October 4, 2009 and September 28, 2008. The results for
these periods reflect certain operations as discontinued as a result of certain
facilities divestitures (see Note 5, Discontinued
Operations).  Our internal operational reporting cycle (i.e.
Sunday closest to quarter end) is used for quarterly financial reporting. 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 GAAP 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.





The
Company’s financial statements have been presented on the basis that it is a
going concern, which assumes that the Company will realize its assets and
discharge its liabilities in the ordinary course of business.  These
financial statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary should the
Company be unable to continue as a going concern.





The
Company believes that its available cash and cash anticipated to be generated
through operations is expected to be adequate to fund the Company’s liquidity
requirements, although there can be no assurances that the Company will be able
to generate such cash. Additionally, the Company does not currently have in
effect a revolving credit agreement or other capital commitments to supplement
its existing cash and anticipated cash resources, if necessary, to meet its
liquidity requirements materially in excess of the Company’s current
expectations.  The uncertainty about the Company’s ability to achieve
its projected results, the absence of such credit or capital commitments and the
uncertainty about the future price of copper, which has a substantial impact on
working capital, raises substantial doubt about the Company’s ability to
continue as a going concern.  The Company expects to continue to
actively manage and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can be no
assurances the Company will be able to do so.





The
December 31, 2008 condensed consolidated balance sheet includes
reclassifications from amounts previously presented on Forms 10-K and
10-K/A.  The reclassifications relate to classifications of accrued
dividends from current to long-term and of certain amounts from short-term to
long-term debt.  Such reclassifications contained herein had no
impact, for any period, on previously reported, as amended, net income (loss) or
accumulated deficit.





Adoption
of New Accounting Policies





As of
October 4, 2009, the Company’s significant accounting policies, which are
described in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008, have not materially changed  from December 31,
2008, except for the following:





On July
1, 2009, the Financial Accounting Standards Board (“FASB”)’s  Accounting Standards Codification(“ASC”) became the source of authoritative, nongovernmental generally
accepted accounting principles (“GAAP”), except for rules and interpretive
releases of the Securities and Exchange Commission (“SEC”), which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the ASC will become non-authoritative. The
new ASC is effective for financial statements for interim or annual reporting
periods ending after September 15, 2009.  The Company has begun to use
the new guidelines and numbering system prescribed by the ASC when referring to
GAAP in this 3rd quarter
2009 interim report and it will do so in its fiscal 2009 annual
report.  As the ASC was not intended to change or alter existing GAAP,
it will not have any impact on the Company’s consolidated financial results or
financial position.


6





In March
2008, the FASB announced it would require enhanced disclosures about an entity's
derivative and hedging activities, thereby improving the transparency of
financial reporting. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under ASC 815, Derivatives and Hedging, and
(c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows per
the  guidance found in ASC 815. On January 1, 2009, the Company
adopted these new provisions which did not have a material impact on our results
of operations, financial position or cash flows.





In April
2008, the FASB amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under ASC 350, “Intangibles – Goodwill and
Other”. The Company has evaluated the impact of adopting this guidance,
which is effective for fiscal years beginning after December 15, 2008, and
has found it does not have a material impact on our results of operations,
financial position or cash flows.





In June
2008, the FASB’s Emerging Issues Task Force (“EITF”) reached a consensus on
determining whether an instrument (or embedded feature) is indexed to an
entity’s own stock and provided guidance on the determination of whether such
instruments are classified in equity or as a derivative instrument under ASC
815, “Derivatives and
Hedging”.  The Company has evaluated the impact of adopting
this guidance, which is effective for the fiscal year beginning on January 1,
2009, and has found it does not have a material impact on our results of
operations, financial position or cash flows.





In November 2008, the FASB’s EITF
clarified the accounting for certain transactions and impairment considerations
involving equity method investments. The guidance as noted in ASC 323, “Investments”,states that the
accounting for the initial carrying value of equity method investments is to be
based on a cost accumulation model and generally excludes contingent
consideration. Also, other-than-temporary impairment testing by the investor
should be performed at the investment level and a separate impairment assessment
of the underlying assets is not required. An impairment charge by the investee
should result in an adjustment of the investor’s basis of the impaired asset for
the investor’s pro-rata share of such impairment. In addition, the EITF reached
a consensus on how to account for an issuance of shares by an investee that
reduces the investor’s ownership share of the investee. An investor should
account for such transactions as if it had sold a proportionate share of its
investment with any gains or losses recorded through earnings. The Company has
evaluated the impact of adopting these considerations, which are effective for
transactions occurring on or after December 15, 2008, and has found it does not
have a material impact on our results of operations, financial position or cash
flows.





In
December 2008, the FASB provided guidance, as noted in ASC 715, “Expenses”, on an employer’s
disclosures about plan assets of a defined benefit pension or other
postretirement plan. The disclosures about plan assets must be provided for
fiscal years ending after December 15, 2009. The Company has evaluated the
impact of adopting this guidance and has found it does not have a material
impact on our results of operations, financial position or cash
flows.





In April
2009, the FASB began requiring disclosures about the fair value of financial
instruments per ASC 825, “Financial Instrument”, in
interim as well as in annual financial statements.  This requirement
is effective for periods ending after June 15, 2009.  The Company has
evaluated the impact of adopting this requirement and has found it does not have
a material impact on our results of operations, financial position or cash
flows.





On July
5, 2009, the Company adopted FASB’s new general standards of accounting for and
disclosing events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  Specifically,
ASC 855, “Subsequent
Events”, defines: (1) the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, (2) the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements, and (3) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.  Management
has reviewed events occurring through November 17, 2009, the date the financial
statements were issued and no subsequent events occurred requiring accrual or
disclosure other than the anti-dumping duty investigation discussed in Note 11,
Commitments and
Contingencies.





(2)          Recapitalization
Plan





On
February 1, 2007, we announced a recapitalization plan which provided
significant 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, for $50.0 million, purchased by The Alpine Group,
Inc. (“Alpine”) and a fund managed by Plainfield Asset Management LLC
(“Plainfield”) on February 16, 2007, pursuant to a Preferred Stock Purchase
Agreement (the “Preferred Stock Purchase Agreement”).  Pursuant to our
recapitalization plan, in August 2007, we commenced a common stock rights
offering which closed on October 29, 2007. Our stockholders purchased
25,444,592 shares of common stock in the rights offering, resulting in gross
proceeds of approximately $28.0 million. Additionally, under the terms of the
call option described in the Preferred Stock Purchase Agreement, Alpine
purchased an additional 4,494 shares of Series A Convertible Preferred Stock on
January 25, 2008 for $4.5 million in order to maintain the fully diluted
ownership by Alpine and Plainfield in Wolverine at 55.0%.


7





We also
pursued a financial restructuring plan with respect to our 10.5% and 7.375%
Senior Notes, our secured revolving credit facility and our receivables sale
facility. In light of market conditions which negatively affected our ability to
execute such a comprehensive refinancing strategy, during 2008, we took certain
actions to be in a position to retire the 7.375% Senior Notes on their maturity
date of August 1, 2008. We extended the maturity of our secured revolving credit
facility and our receivables sale facility to February 19, 2009.  In
February 2008, we sold substantially all of the assets of our Small Tube
Products (“STP”) business for net proceeds of $22.1 million plus a working
capital payment to us of approximately $2.8 million. In March 2008 we sold 30.0%
of our Wolverine Tube Shanghai Co., Ltd (“WTS”) subsidiary for $9.5 million. On
March 20, 2008, Plainfield refinanced $38.3 million of the 7.375% Senior Notes
held by it by exchanging them for 10.5% Senior Exchange Notes due March 28, 2009
and Alpine purchased 10,000 shares of our Series B Convertible Preferred Stock
for $10.0 million, under terms substantially similar to the Series A Convertible
Preferred Stock. On April 21, 2008 we sold our Booneville, Mississippi facility
which was closed in January 2008, for $1.4 million.  In July 2008, we
sold our London, Ontario wholesale and commercial tube business for net proceeds
of approximately $41.2 million.  These actions provided the liquidity
required to repurchase or repay the outstanding 7.375% Senior Notes on or before
their maturity in August 2008. On February 29, 2008, we repurchased $12.0
million in face amount of our 7.375% Senior Notes at a discount below the face
value of the notes, and on April 8, 2008 we repurchased an additional $25.0
million in face amount of our 7.375% Senior Notes, also at a discount below the
face value of the notes, leaving $61.4 million in face amount of our 7.375%
Senior Notes, which we paid at maturity on August 1, 2008.  On
September 15, 2008 we sold an additional 20% of our WTS subsidiary, raising
$10.1 million.





On
February 26, 2009, we announced the commencement of an offer (the “Exchange
Offer”) to each of the holders of our 10.5% Senior Exchange Notes and our 10.5%
Senior Notes due March 28, 2009 and April 1, 2009, respectively, to exchange
these notes for new notes in order to refinance those maturities. The Exchange
Offer was successfully consummated on April 28, 2009.  $83.3 million
of the 10.5% Senior Notes and $38.3 million of the 10.5% Senior Exchange Notes
were exchanged for $121.6 million of new 15% Senior Secured Notes due March 2012
(the “Senior Secured Notes”). The Senior Secured Notes mature in a lump sum on
March 31, 2012. The remaining $16.1 million of 10.5% Senior Notes were repaid on
April 28, 2009.  See Note 8, Financing Arrangements and
Debt, for a description of the Exchange Offer and a description of the
new Senior Secured Notes.





(3)          Restricted
Cash





Our
liquidity is affected by restricted cash balances, which are included in current
assets and are not available for general corporate use.  Restricted
cash as of October 4, 2009 and December 31, 2008 was $8.0 million and $37.7
million, respectively.  Restricted cash at October 4, 2009 included
$2.6 million related to deposits for margin calls on our metal hedge programs,
$4.9 million of deposits to cover our insurance reserves and $0.5 million of
other restricted cash deposits.  Restricted cash at December 31, 2008
included $16.9 million related to deposits for margin calls on our metal hedge
programs, $5.9 million on deposit to cover our insurance reserves, $14.0 million
of deposits to cover our silver consignment facility and $0.9 million of other
restricted cash deposits. The silver consignment facility was terminated on
February 19, 2009 (see Note 8, Financing Arrangements and
Debt).





(4)          Investment
in Unconsolidated Subsidiary





On March
14, 2008, the Company sold a 30.0% indirect equity interest in WTS to The
Wieland Group (“Wieland”) for $9.5 million. The agreement provided to Wieland an
option to purchase between April 2011 and April 2013 an additional 20.0% equity
interest in WTS. On September 15, 2008, the Company and Wieland entered into an
agreement which granted to Wieland the right to immediately exercise the option
to purchase the additional 20.0% equity interest in WTS for a purchase price of
$10.1 million. Following the completion of the exercise of the 20.0% purchase
option, Wieland has a 50.0% indirect ownership in the equity of WTS. From
September 15, 2008, the results of WTS are accounted for using the equity method
because neither party controls WTS. The payment of the $10.1 million is subject
to a post-closing adjustment at the end of the first fiscal quarter of WTS in
2011 based upon the financial performance of WTS during the period beginning
March 31, 2008 through the end of the first fiscal quarter of 2011. In no event
will the Company be required to make a post-closing adjustment payment in excess
of $2.5 million to Wieland nor will Wieland be required to make a post-closing
adjustment payment in excess of $7.5 million to the Company. The $2.5 million
floor has been recorded in accrued liabilities in the Condensed Consolidated
Balance Sheets. The total gain on the sale of the 50.0% interest was $12.3
million.





At
September 15, 2008, the option to purchase the additional 20.0% equity interest
in WTS had a non-cash embedded derivative value of $1.3 million. With the
exercise of the purchase option, the embedded derivative has been eliminated.
Pursuant to the agreements to purchase the stock, WTS applied for approval under
Chinese law to add directors to the Board of WTS and change certain voting and
other corporate governance matters of WTS. The parties obtained these approvals
on June 29, 2009.





For the
three and nine months ended October 4, 2009, we recorded $0.6 million and $1.3
million, respectively, in equity earnings from our investment in this
unconsolidated subsidiary.


8





(5)          Discontinued
Operations





On
February 29, 2008, we sold substantially all of the assets and liabilities of
our STP business located in Altoona, Pennsylvania. Operating results associated
with the STP business for the period ended September 28, 2008 are presented as a
discontinued operation.





On July
8, 2008, we closed on the sale of our Wolverine Tube Canada, Inc. (“WTCI”)
subsidiary located in London, Ontario, Canada. The subsidiary produced wholesale
and commercial products for sale in the North American markets. In the
transaction, we sold 100% of the issued and outstanding share capital of our
wholly owned subsidiary for $41.2 million. In addition, certain currency
translation adjustments aggregating approximately $3.6 million included in
accumulated other comprehensive income (loss) were reclassified to earnings.
Additionally, we sold certain accounts receivable of Wolverine in the amount of
$2.4 million, and we received $1.8 million owed by the Canadian subsidiary to
Wolverine for inventory purchased prior to the sale. Exiting the WTCI business
constitutes an exit of the wholesale business for Wolverine. Operating results
associated with the WTCI business for the period ended September 28, 2008 are
presented as a discontinued operation.





See the
table below for the net income results for the three and nine months ended
September 28, 2008 of the discontinued operations:





Three
      months ended
                          
                          
                          Nine
      months ended(In
      thousands)
                          
                          September
      28, 2008
                          
                          
                          September
      28, 2008Net
      Sales
                          
                          $
                          —
                          
                          
                          $
                          138,692Income
      (loss) before income taxes
                          
                          
                          403
                          
                          
                          
                          871Income
      taxes
                          
                          
                          —
                          
                          
                          
                          90Net
      income (loss)
                          
                          $
                          403
                          
                          
                          $
                          781Net
      income (loss) per common share - Basic
                          
                          $
                          —
                          
                          
                          $
                          0.01Net
      income (loss) per common share - Diluted
                          
                          $
                          —
                          
                          
                          $
                          0.01





(6)          Inventories





Inventories
are as follows:





(In
      thousands)
                        
                        October
      4, 2009
                        
                        
                        December
      31, 2008Finished
      products
                        
                        $
                        22,472
                        
                        
                        $
                        27,990Work-in-process
                        
                        
                        11,909
                        
                        
                        
                        10,646Raw
      materials
                        
                        
                        6,539
                        
                        
                        
                        9,262Supplies
                        
                        
                        5,129
                        
                        
                        
                        5,386Total
                        
                        $
                        46,049
                        
                        
                        $
                        53,284





Included
in finished products are consignment inventories of $9.7 million at October 4,
2009 and $12.3 million at December 31, 2008. These consignments are at various
locations throughout the United States.





(7)          Assets
Held for Sale





As of
December 31, 2008, we had recorded, based on the estimated appraisal fair value,
approximately $3.7 million in assets held for sale related to the property in
Decatur, Alabama. The Decatur, Alabama property is in an industrial area in
north central Alabama. Issues with the Decatur facility include its size, age,
and potential environmental issues depending on the use of the property. Its
location on the Tennessee River in water deep enough for mooring or docking
commercial or large private vessels has appeal to both commercial and industrial
users. We have estimated the fair value of the land net of the cost of
demolition and removal of the buildings and building material on the site. We
continue to utilize a portion of the Decatur facility for product development
and various sales and administrative functions.





During
the first quarter of 2009 the land was reclassified from assets held for sale to
property, plant and equipment due to the fact the Company has been unable to
sell the property. The land is currently on the market and the Company is
actively soliciting buyers.


9





(8)          Financing
Arrangements and Debt





Long-term
debt consists of the following:





(In
      thousands)
                                  
                                  October
      4, 2009
                                  
                                  
                                  December
      31, 2008Senior
      Exchange Notes, 10.5%, due March 2009
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  38,300Senior
      Notes, 10.5%, due April 2009
                                  
                                  
                                  —
                                  
                                  
                                  
                                  99,400Discount
      on 10.5% Senior Notes and 10.5% SeniorExchange
      Notes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (44
                                  )Senior
      Secured Notes, 15%, due March 2012
                                  
                                  
                                  124,210
                                  
                                  
                                  
                                  —Other
      foreign subsidiaries
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Capitalized
      leases
                                  
                                  
                                  8
                                  
                                  
                                  
                                  14Total
      debt
                                  
                                  
                                  124,218
                                  
                                  
                                  
                                  137,670Less
      short-term borrowings
                                  
                                  
                                  (8
                                  )
                                  
                                  
                                  (16,112
                                  )Total
      long-term debt
                                  
                                  $
                                  124,210
                                  
                                  
                                  $
                                  121,558





15%
Senior Secured Notes





On April
28, 2009, the Company issued $121.6 million aggregate principal amount of Senior
Secured Notes pursuant to an indenture, dated April 28, 2009, among the Company,
the subsidiary guarantors named herein and U.S. Bank National Association, as
trustee and collateral agent (the “Indenture”) in exchange for $38.3 million in
principal amount of the 10.5% Senior Exchange Notes and $83.3 million in
principal amount of the 10.5% Senior Notes (the “Exchange Offer”). The Company
redeemed $16.1 million of the 10.5% Senior Notes and paid a 3% exchange fee to
holders that exchanged their notes for the Senior Secured Notes.





The terms
of the Exchange Offer and new Senior Secured Notes are as follows:





The
Senior Secured Notes will mature on March 31, 2012. We will pay interest on the
Senior Secured Notes at 15% per annum until maturity, of which 10% is payable in
cash and 5% is payable by issuing additional Senior Secured Notes (“PIK Notes”);
provided however, that (a) if the outstanding principal amount of Senior Secured
Notes at the close of business on March 31, 2010 exceeds $90 million, the
interest rate will increase to 16%, of which 10% will be payable in cash and 6%
will be payable in PIK Notes, and (b) if the outstanding principal amount of
Senior Secured Notes at the close of business on March 31, 2011 exceeds $60
million, the interest rate will increase to 17%, of which 10% will be payable in
cash and 7% will be payable in PIK Notes. We will pay interest semiannually on
March 31 and September 30 of each year, commencing September 30, 2009. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. On
September 30, 2009 we paid interest of $5.1 million and issued new PIK Notes in
the amount of $2.6 million.  As of October 4, 2009, we have accrued
$0.2 million of interest on the Senior Secured Notes for the 10% which is
payable in cash and have increased the principal amount of the Senior Secured
Notes by $0.1 million, which represents the 5% PIK Notes.





The
Senior Secured Notes are secured on a first-priority basis by substantially all
of our assets and those of the subsidiary guarantors and will rank pari passu in
right of payment with all of our existing and future senior indebtedness and
senior in right of payment to all of our future subordinated indebtedness, if
any. The Guarantee and Collateral Agreement dated April 28, 2009 provides for
the unconditional guarantee by the subsidiary guarantors of the payment of the
principal and interest on the Senior Secured Notes and the performance by us of
all other obligations under the Indenture.





At any
time and from time to time, we may redeem all or a part of the Senior Secured
Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, on the Senior Secured Notes redeemed to the applicable redemption date,
subject to the rights of holders on the relevant record date to receive interest
on the relevant interest payment date. Unless we default in the payment of the
redemption price, interest will cease to accrue on the Senior Secured Notes or
portions thereof called for redemption on the applicable redemption date. Under
the Indenture, we are not required to make mandatory redemption or sinking fund
payments with respect to the Senior Secured Notes; provided however, that if the
Company grants any liens to lenders under a credit agreement, we will issue a
notice of redemption to redeem an amount of Senior Secured Notes equal to 55% of
“eligible NAFTA inventory” and “eligible NAFTA accounts receivable” (in each
case as such terms are defined in such credit agreement). A notice of redemption
will be delivered immediately prior to or concurrently with the closing of such
credit agreement.





The
Indenture contains covenants that limit the ability of the Company and our
subsidiaries to incur additional indebtedness; pay dividends or distributions
on, or redeem or repurchase capital stock; make investments; issue or sell
capital stock of subsidiaries; engage in transactions with affiliates; create
liens on assets; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; consolidate, merge or transfer all
or substantially all of our assets and the assets of our subsidiaries; and
engage in sale/leaseback transactions.


10





Liquidity
Facilities





At
October 4, 2009, we had no domestic credit facilities in place as all such
facilities expired or were terminated in February 2009. We believe cash on hand
and cash generated from operations will be sufficient to meet the Company’s
financial obligations in the short term; however, there can be no assurance that
this will be the case.  The terms and conditions of the Company’s
Senior Secured Notes have a provision that would allow the Company to secure
credit facilities under certain conditions prescribed in the Indentures
thereto.





As of
December 31, 2008, our domestic liquidity facilities consisted of a receivables
sale facility of up to $35.0 million and a secured revolving credit facility of
up to $19.9 million. In addition, we maintained a silver consignment facility
under which we were able to request consignments of silver with an aggregate
value up to the lesser of $16.0 million or 85.0% of the aggregate undrawn face
amount of letters of credit required to be provided to the facility
provider.





Secured
Revolving Credit Facility





On
April 28, 2005, we entered into an amended and restated secured revolving
credit facility with Wachovia Bank. On December 9, 2008 we reduced the maximum
aggregate borrowing availability to $19.9 million.  The $19.9 million
was fully utilized by various Letters of Credit supporting our silver
consignment facility and our insurance programs.  The $19.9 million of
Letters of Credit were fully cash collateralized.  This amount is
included in our restricted cash balance in our December 31, 2008 Condensed
Consolidated Balance Sheet.  This facility matured on February 19,
2009.





Receivables
Sale Facility





On
April 28, 2005, we established a Receivables Sale Facility.  The
limit on the facility was adjusted from time to time and at December 31, 2008
was $35.0 million.  In accordance with the provisions of ASC 860,
Transfers and
Servicing, we included in accounts receivable in our Condensed
Consolidated Balance Sheets the portion of receivables sold to our special
purpose entity receivables finance subsidiary, which were not resold to the
participating banks in the Receivables Sale Facility.  Since there
were no outstanding advances under the Receivables Sale Facility
at December 31, 2008, the accounts receivable in the Condensed Consolidated
Balance Sheet was not impacted.  Availability under our Receivables
Sale Facility as of December 31, 2008 was $12.4 million.  The
Receivables Sale Facility was terminated on February 19, 2009.





Silver
Consignment Facility





On
February 16, 2007 we entered into a silver consignment facility with HSBC
Bank USA N.A. (“HSBC”). Under the consignment facility as of December 31, 2008,
we were able to from time to time request from HSBC, and HSBC could in its sole
discretion provide, consignments of silver with an aggregate value of up to the
lesser of (a) $16 million or (b) 85% of the aggregate undrawn face
amount of letters of credit required to be provided to HSBC pursuant to the
consignment facility. The consignment of silver to us by HSBC under the
consignment facility was conditioned on HSBC’s prior receipt and the continued
effectiveness of letters of credit in an aggregate amount such that the value of
all outstanding consigned silver under the consignment facility was not more
than 85% of the aggregate undrawn face amount of the letters of credit. The
facility terminated on February 19, 2009 and HSBC drew on the letters of credit
to cover the cost of the consigned silver that we simultaneously purchased. The
balance of the letters of credit was refunded to us by Wachovia.





Under our
silver consignment and forward contracts facility in place at December 31, 2008,
we had $10.3 million of silver in our inventory under the silver consignment
facility, with a corresponding amount included in accounts payable and $2.1
million committed to under the forward contracts facility.





Other
Credit Facilities





We have a
credit facility with a Netherlands bank, payable on demand and providing for
available credit of up to 2.9 million Euros or approximately $4.2 million.
At October 4, 2009 and December 31, 2008, we had no outstanding borrowings under
this facility.  This credit facility is secured by certain accounts
receivable and inventory.  In addition, Wolverine Tube Europe B.V. has
granted the bank a guarantee regarding a property lease agreement in the amount
of 29.8 thousand Euros.





We
previously had a line of credit with a Portuguese bank which provided available
credit of up to 1.0 million Euros.  This line of credit expired on
August 1, 2009 and we are currently in negotiations to renew the line of
credit.





10.5%
Senior Notes and 10.5% Senior Exchange Notes


11





As a
result of the successful completion of the Exchange Offer on April 28, 2009,
$83.3 million of the 10.5% Senior Notes and $38.3 million of the 10.5% Senior
Exchange Notes were exchanged for Senior Secured Notes due 2012.  The
remaining $16.1 million of 10.5% Senior Notes were paid to the note holders on
April 28, 2009.





(9)
            Interest
      Expense





The
following table summarizes interest expense, net:





Three
      months ended
                              
                              
                              Nine
      months ended(In
      thousands)
                              
                              October
      4, 2009
                              
                              
                              September
      28, 2008
                              
                              
                              October
      4, 2009
                              
                              
                              September
      28, 2008Interest
      expense - bonds and other
                              
                              $
                              4,453
                              
                              
                              $
                              4,266
                              
                              
                              $
                              12,755
                              
                              
                              $
                              14,916Interest
      income
                              
                              
                              (20
                              )
                              
                              
                              (270
                              )
                              
                              
                              (239
                              )
                              
                              
                              (1,082
                              )Capitalized
      interest
                              
                              
                              (39
                              )
                              
                              
                              (21
                              )
                              
                              
                              (82
                              )
                              
                              
                              (59
                              )Interest
      expense, net
                              
                              $
                              4,394
                              
                              
                              $
                              3,975
                              
                              
                              $
                              12,434
                              
                              
                              $
                              13,775





(10)
              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 $0.4 million and $1.2 million
for the three and nine months ended October 4, 2009, respectively, and $0.5
million and $1.7 million for the three and nine months ended September 28, 2008,
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 (benefit)
for the U.S. Qualified Retirement Plan, which was frozen on February 28, 2006,
for the three and nine months ended October 4, 2009 and September 28,
2008:





Three
      months ended
                          
                          
                          Nine
      months ended(In
      thousands)
                          
                          October 4, 2009
                          
                          
                          September 28, 2008
                          
                          
                          October 4, 2009
                          
                          
                          September 28, 2008Interest
      cost
                          
                          $
                          2,412
                          
                          
                          $
                          2,438
                          
                          
                          $
                          7,236
                          
                          
                          $
                          7,314Expected
      return on plan assets
                          
                          
                          (1,806
                          )
                          
                          
                          (2,734
                          )
                          
                          
                          (5,418
                          )
                          
                          
                          (8,202
                          )Amortization
      of net actuarial loss
                          
                          
                          1,002
                          
                          
                          
                          —
                          
                          
                          
                          3,006
                          
                          
                          
                          —Net
      periodic pension cost (benefit)
                          
                          $
                          1,608
                          
                          
                          $
                          (296
                          )
                          
                          $
                          4,824
                          
                          
                          $
                          (888
                          )




U.S.
Non-Qualified Retirement Plan





The
following table summarizes the components of net periodic pension cost for the
U.S. Non-Qualified Retirement Plan for the three and nine months ended October
4, 2009 and September 28, 2008:





Three
      months ended
                          
                          
                          Nine
      months ended(In
      thousands)
                          
                          October
      4, 2009
                          
                          
                          September
      28, 2008
                          
                          
                          October
      4, 2009
                          
                          
                          September
      28, 2008Interest
      cost
                          
                          $
                          17
                          
                          
                          $
                          17
                          
                          
                          $
                          51
                          
                          
                          $
                          51Net
      periodic pension cost
                          
                          $
                          17
                          
                          
                          $
                          17
                          
                          
                          $
                          51
                          
                          
                          $
                          51




Postretirement
Benefit Obligation





During
the fiscal year 2009, we expect the total U.S. and Canadian combined
postretirement benefit to be $0.6 million.  The following table
summarizes the components of the net periodic cost (benefit) for the three and
nine months ended October 4, 2009 and September 28, 2008:


12




Three
      months ended
                              
                              
                              Nine
      months ended(In
      thousands)
                              
                              October
      4, 2009
                              
                              
                              September
      28, 2008
                              
                              
                              October
      4, 2009
                              
                              
                              September
      28, 2008Service
      cost
                              
                              $
                              18
                              
                              
                              $
                              24
                              
                              
                              $
                              52
                              
                              
                              $
                              178Interest
      cost
                              
                              
                              69
                              
                              
                              
                              73
                              
                              
                              
                              205
                              
                              
                              
                              586Amortization
      of prior service cost
                              
                              
                              (7
                              )
                              
                              
                              (8
                              )
                              
                              
                              (21
                              )
                              
                              
                              (24
                              )Amortization
      of net actuarial gain
                              
                              
                              (221
                              )
                              
                              
                              (142
                              )
                              
                              
                              (661
                              )
                              
                              
                              (461
                              )Curtailment
      gain (1)
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (410
                              )Net
      periodic cost (benefit)
                              
                              $
                              (141
                              )
                              
                              $
                              (53
                              )
                              
                              $
                              (425
                              )
                              
                              $
                              (131
                              )





(1)
              On
      February 29, 2008 we sold substantially all assets and certain liabilities
      of our STP business.  On that date, employees of the STP
      business accepted offers of employment with the acquiring
      company.  Accordingly, those employees were no longer entitled
      to receive these benefits and a curtailment gain was recorded as noted
      above.





(11)
            Commitments
      and Contingencies





We are
subject to extensive environmental regulations imposed by federal, state,
provincial and local authorities in the U.S., Canada, China, Portugal and Mexico
with respect to emissions to air, discharges to waterways, and the generation,
handling, storage, transportation, treatment and disposal of waste materials. We
have received various communications from regulatory authorities concerning
certain environmental responsibilities.  There were no significant
changes to report from prior periods.





We have
accrued undiscounted estimated environmental remediation costs of $9.4 million
at October 4, 2009, consisting of $8.6 million for the Decatur facility and $0.8
million for the Ardmore facility.  However, actual costs related to
environmental matters could differ materially from the amounts we estimated and
accrued at October 4, 2009 if these environmental matters are not resolved as
anticipated.





In
February 2009, the Pension Benefit Guaranty Corporation (the “PBGC”) advised the
Company that it may be required to accelerate funding of certain pension
related obligations as a result of the closure and/or sale of certain
operations of the Company.  The PBGC has not made a final
determination of the amount or timing of any payments.  Since February
2009, the Company and the PBGC have been engaged in discussions regarding this
matter. Based upon these discussions and in consultation with special counsel,
the Company believes it is reasonably possible that the matter will ultimately
be resolved through an agreement with the PBGC to fund an amount to be
determined and paid in the future.  The Company believes any such
agreement would result in accelerated funding of the already accrued pension
obligations. Accordingly, no additional pension accrual is required at October
4, 2009 or December 31, 2008 since the amount and timing of additional
contributions, if any, cannot be reasonably estimated.





On
September 30, 2009, the Department of Commerce (“DOC”) received petitions
concerning imports of seamless refined copper pipe and tube (as defined in the
petition) from the People’s Republic of China (“PRC”) and Mexico.  On
October 21, 2009, based on the examinations of the petitions, the DOC initiated
anti-dumping duty investigations to determine whether imports of seamless
refined copper pipe and tube from the PRC and Mexico are being, or are likely to
be, sold in the United States at less than fair value.  The U.S.
International Trade Commission (“ITC”) made its preliminary inquiry
determination on November 13, 2009.  The ITC determined that there is
a reasonable indication that the U.S. industry is materially injured by reason
of imports of refined copper pipe and tube from China and Mexico and, as a
result, the investigations will continue. The DOC will be scheduled to make its
preliminary determinations in March, 2010.  Based on information
currently available, there is no impact on our third quarter financial
statements and we do not believe that subsequent DOC rulings on this matter will
have a material impact on our business or operating results.





(12)
            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.  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.





(13)
            Income
      Taxes





As of
October 4, 2009, Wolverine was subject to examination in the U.S. federal tax
jurisdiction and various states for the 2004-2008 tax years. Wolverine was also
subject to examination in various foreign jurisdictions for the 2002-2008 tax
years. We believe appropriate provisions for all outstanding issues have been
made for all jurisdictions and all open years.




For the
three months ended October 4, 2009 we had a tax benefit of $0.5 million and for
the nine months ended October 4, 2009 we had a tax expense of $0.1 million
attributable to taxable income at our foreign locations, an increase in accruals
in Canada, and a reduction in U. S. deferred taxes associated with withholding
taxes on foreign dividends. The U.S. tax benefit was totally offset by an
increase in the valuation allowance attributable to the Net Operating Losses
(“NOLs”).  For the three months ended September 28, 2008 we had a tax
benefit of $0.8 million and for the nine months ended September 28, 2008 we had
tax expense of $1.0 million attributable to taxable income at our foreign
locations.  Tax benefit in the U.S. operations and tax expense in our
Canadian locations were offset by adjustments in the valuation allowance in
those tax jurisdictions. For all periods, the effective tax rate was not
meaningful given tax expense divided by a pretax loss caused by adjustments to
the valuation allowance.


13




(14)
            Industry
      Segments




For
internal purposes, we prepare business unit operating statements (operating
segment level), which include net sales, metal costs, production costs,
operating income, and Earnings Before Interest Taxes Depreciation Amortization
(“EBITDA”) for one operating segment (or business unit): Wolverine consolidated.
Historically, we have reviewed the financial operations of our business from a
wholesale and commercial standpoint. In the second quarter of 2008, we closed
our facility in Decatur, Alabama, which included substantially all of our
wholesale business. In July 2008 we sold the London, Canada facility, which
produced the remaining amount of our wholesale products and dissolved the
wholesale business unit at that time.  The wholesale business segment
results were previously reported within our wholesale segment reporting group.
The related revenue and expenses of the wholesale segment were at one time
material to our consolidated results, and this business unit was dissolved
rather than being merged into another business unit. Accordingly, we have
removed the historical results for the wholesale segment and its results for the
three and nine months ended September 28, 2008 are classified as discontinued
operations. In addition, no goodwill was allocated to this business unit and no
intangible assets were on the books prior to the dissolution of the business
unit. Accordingly, there was no related write-off of goodwill or write-down of
intangible assets as a result of the dissolution of this business
unit.  With the elimination of our wholesale segment, the Company now
has only one business segment, commercial products.




(15)
            Comprehensive
      Income (Loss)





The
following table summarizes comprehensive income (loss):





Three
      months ended
                          
                          
                          Nine
      months ended(In
      thousands)
                          
                          October
      4, 2009
                          
                          
                          September
      28, 2008
                          
                          
                          October
      4, 2009
                          
                          
                          September
      28, 2008Net
      income (loss)
                          
                          $
                          (7,202
                          )
                          
                          $
                          (23,908
                          )
                          
                          $
                          (25,520
                          )
                          
                          $
                          (31,575
                          )Translation
      adjustment for financial statements denominated in aforeign
      currency
                          
                          
                          711
                          
                          
                          
                          (3,780
                          )
                          
                          
                          351
                          
                          
                          
                          (798
                          )Translation
      adjustment recognized in sale of Montreal
                          
                          
                          —
                          
                          
                          
                          (3,561
                          )
                          
                          
                          —
                          
                          
                          
                          (3,561
                          )Translation
      adjustment recognized in sale of London
                          
                          
                          —
                          
                          
                          
                          (9,440
                          )
                          
                          
                          —
                          
                          
                          
                          (9,440
                          )Unrealized
      gain (loss) on cash flow hedges
                          
                          
                          597
                          
                          
                          
                          (453
                          )
                          
                          
                          5,572
                          
                          
                          
                          (64
                          )Recognized
      gain (loss) related to pension and post-retirement
      benefit plans
                          
                          
                          817
                          
                          
                          
                          2,937
                          
                          
                          
                          2,410
                          
                          
                          
                          2,663Comprehensive
      income (loss)
                          
                          $
                          (5,077
                          )
                          
                          $
                          (38,205
                          )
                          
                          $
                          (17,187
                          )
                          
                          $
                          (42,775
                          )




(16)
            Earnings
      (Loss) Per Share





For the
three and nine months ended October 4, 2009 and September 28, 2008, we accounted
for earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings Per Share”,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.  Earnings available to common stockholders for the period,
after deduction of preferred stock dividends, are required to be allocated
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.  Presentations of
basic and diluted earnings (loss) per share for securities other than common
stock are not required.  Therefore, the following earnings (loss) per
share amounts only pertain to common stock.





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 earnings (loss) per share. For the three and nine
month periods ended October 4, 2009 and September 28, 2008 all such potential
common stock is anti-dilutive and as such there is no difference between basic
and diluted EPS.





The
calculation of net income (loss) per share for the three and nine month periods
ended October 4, 2009 and September 28, 2008 is presented
below:


14




Three
      months ended
                                                            
                                                            
                                                            Nine
      months ended(In
      thousands except per share amounts)
                                                            
                                                            October
      4, 2009
                                                            
                                                            
                                                            September
      28, 2008
                                                            
                                                            
                                                            October
      4, 2009
                                                            
                                                            
                                                            September
      28, 2008Basic
      Earnings (Loss) Per ShareNet
      income (loss)
                                                            
                                                            $
                                                            (7,202
                                                            )
                                                            
                                                            $
                                                            (23,908
                                                            )
                                                            
                                                            $
                                                            (25,520
                                                            )
                                                            
                                                            $
                                                            (31,575
                                                            )Less:
      accretion of convertible preferred stock
                                                            
                                                            
                                                            1,255
                                                            
                                                            
                                                            
                                                            1,255
                                                            
                                                            
                                                            
                                                            3,766
                                                            
                                                            
                                                            
                                                            3,766Less:
      preferred stock dividends
                                                            
                                                            
                                                            2,242
                                                            
                                                            
                                                            
                                                            1,951
                                                            
                                                            
                                                            
                                                            6,526
                                                            
                                                            
                                                            
                                                            4,767Net
      income (loss) applicable to common stockholders
                                                            
                                                            $
                                                            (10,699
                                                            )
                                                            
                                                            $
                                                            (27,114
                                                            )
                                                            
                                                            $
                                                            (35,812
                                                            )
                                                            
                                                            $
                                                            (40,108
                                                            )Income
      from discontinued operations
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            403
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            781Net
      (loss) from continuing operations
                                                            
                                                            $
                                                            (10,699
                                                            )
                                                            
                                                            $
                                                            (27,517
                                                            )
                                                            
                                                            $
                                                            (35,812
                                                            )
                                                            
                                                            $
                                                            (40,889
                                                            )Amount
      allocable to common stockholders from continuing operations
      (1)
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %Amount
      allocable to common stockholders from discontinued operations
      (1)
                                                            
                                                            
                                                            0
                                                            %
                                                            
                                                            
                                                            41
                                                            %
                                                            
                                                            
                                                            0
                                                            %
                                                            
                                                            
                                                            41
                                                            %Net
      loss from continuing operations allocated to common
      stockholders
                                                            
                                                            $
                                                            (10,699
                                                            )
                                                            
                                                            $
                                                            (27,517
                                                            )
                                                            
                                                            $
                                                            (35,812
                                                            )
                                                            
                                                            $
                                                            (40,889
                                                            )Net
      income (loss) from discontinued operations allocable to common
      stockholders
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            165
                                                            
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            320Basic
      weighted average number of common shares (2)
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624Basic
      income (loss) per share – Two-class MethodContinuing
      operations
                                                            
                                                            $
                                                            (0.26
                                                            )
                                                            
                                                            $
                                                            (0.68
                                                            )
                                                            
                                                            $
                                                            (0.88
                                                            )
                                                            
                                                            $
                                                            (1.01
                                                            )Discontinued
      operations (1)
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            0.01Net
      loss per common share
                                                            
                                                            $
                                                            (0.26
                                                            )
                                                            
                                                            $
                                                            (0.68
                                                            )
                                                            
                                                            $
                                                            (0.88
                                                            )
                                                            
                                                            $
                                                            (1.00
                                                            )Diluted
      Earnings (Loss) Per ShareNet
      income (loss) available to common stockholders
                                                            
                                                            $
                                                            (10,699
                                                            )
                                                            
                                                            $
                                                            (27,114
                                                            )
                                                            
                                                            $
                                                            (35,812
                                                            )
                                                            
                                                            $
                                                            (40,108
                                                            )Plus:
      accretion of convertible preferred stock
                                                            
                                                            
                                                            1,255
                                                            
                                                            
                                                            
                                                            1,255
                                                            
                                                            
                                                            
                                                            3,766
                                                            
                                                            
                                                            
                                                            3,766Plus:
      preferred stock dividends
                                                            
                                                            
                                                            2,242
                                                            
                                                            
                                                            
                                                            1,951
                                                            
                                                            
                                                            
                                                            6,526
                                                            
                                                            
                                                            
                                                            4,767Income
      (loss) available to common stockholders in addition to assumed
      conversions
                                                            
                                                            $
                                                            (7,202
                                                            )
                                                            
                                                            $
                                                            (23,908
                                                            )
                                                            
                                                            $
                                                            (25,520
                                                            )
                                                            
                                                            $
                                                            (31,575
                                                            )Income
      (loss) from discontinued operations
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            403
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            781Net
      loss from continuing operations available to common stockholders in
      addition to assumed conversions
                                                            
                                                            $
                                                            (7,202
                                                            )
                                                            
                                                            $
                                                            (24,311
                                                            )
                                                            
                                                            $
                                                            (25,520
                                                            )
                                                            
                                                            $
                                                            (32,356
                                                            )Amount
      allocable to common stockholders (1)
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %
                                                            
                                                            
                                                            100
                                                            %Amount
      allocable to common stockholders from discontinued operations
      (1)
                                                            
                                                            
                                                            0
                                                            %
                                                            
                                                            
                                                            41
                                                            %
                                                            
                                                            
                                                            0
                                                            %
                                                            
                                                            
                                                            41
                                                            %Net
      loss from continuing operations allocable to common
      stockholders
                                                            
                                                            $
                                                            (10,699
                                                            )
                                                            
                                                            $
                                                            (27,517
                                                            )
                                                            
                                                            $
                                                            (35,812
                                                            )
                                                            
                                                            $
                                                            (40,889
                                                            )Net
      income (loss) from discontinued operations allocable to common
      stockholders
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            165
                                                            
                                                            
                                                            $
                                                            —
                                                            
                                                            
                                                            $
                                                            320Diluted
      weighted average number of common shares (2)
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624
                                                            
                                                            
                                                            
                                                            40,624Diluted
      income (loss) per share – Two-class MethodContinuing
      operations
                                                            
                                                            $
                                                            (0.26
                                                            )
                                                            
                                                            $
                                                            (0.68
                                                            )
                                                            
                                                            $
                                                            (0.88
                                                            )
                                                            
                                                            $
                                                            (1.01
                                                            )Discontinued
      operations
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            —
                                                            
                                                            
                                                            
                                                            0.01Net
      loss per common share
                                                            
                                                            $
                                                            (0.26
                                                            )
                                                            
                                                            $
                                                            (0.68
                                                            )
                                                            
                                                            $
                                                            (0.88
                                                            )
                                                            
                                                            $
                                                            (1.00
                                                            )




(1)
Amount allocable to common stockholders is calculated as the weighted average
number of common shares outstanding divided by the sum of common and preferred
shares outstanding for the three and nine months ended October 4, 2009 and
September 28, 2008. In computing basic EPS using the two-class method, we have
not allocated the loss available to common stockholders for the three and nine
months ended October 4, 2009 and September 28, 2008 between common and preferred
stockholders since the preferred stockholders do not have a contractual
obligation to share in the net losses.
 
 (2) Due
to their antidilutive effect, the following potential common shares have been
excluded from the computation of diluted loss per share as of October 4, 2009
and September 28, 2008: 13.3 million and 14.4 million, respectively of stock
options; 49.5 million shares from the conversion of Series A Convertible
Preferred Stock for each period; and 9.1 million shares from the conversion of
Series B Convertible Preferred Stock for each period. Also excluded from the
computation of diluted loss per share as of October 4, 2009 are restricted share
awards of 40,000.




(17)
            Stock-Based
      Compensation Plans





At
October 4, 2009, we had stock-based outside director, employee and non-employee
awards associated with our 2007 Non-Qualified Stock-Based compensation
plan.  Valuation of the stock based awards is calculated in accordance
with ASC 718, “Stock
Compensation”. The amount of compensation expense recorded for the three
and nine months ended October 4, 2009 is $43 thousand and $0.2 million,
respectively. The amount of compensation expense recorded for the three and nine
months ended September 28, 2008 is $0.3 million and $1.4 million,
respectively.  The amount remaining to be expensed through the end of
the third quarter of 2013 is $0.2 million. There have been no grants, employee
or non-employee, issued during 2009.





(18)
            Restructuring
      and Other Charges





During
the three and nine months ended October 4, 2009 we continued to recognize
expense associated with the closure of our Booneville, Mississippi facility and
the significant downsizing of our Decatur, Alabama facility, as well as
severance charges in connection with our continued SG&A restructuring
effort. We also recognized severance charges related to headcount reductions and
the realigned operations at our Monterrey, Mexico facility.





We
recognized expense during the three and nine months ended October 4, 2009
associated with restructuring activities before tax totaling $1.7 million and
$3.2 million, respectively.





The
following sets forth the major types of costs associated with our active
restructuring activities:


15




Booneville, Mississippi
      ClosingCumulativeThree
      months ended
                                                                                
                                                                                
                                                                                Nine
      months ended
                                                                                
                                                                                
                                                                                incurred
      through(In
      thousands)
                                                                                
                                                                                October
      4, 2009
                                                                                
                                                                                
                                                                                October
      4, 2009
                                                                                
                                                                                
                                                                                October
      4, 2009Major
      Type CostsImpair
      and liquidate current assets
                                                                                
                                                                                $
                                                                                —
                                                                                
                                                                                
                                                                                $
                                                                                —
                                                                                
                                                                                
                                                                                $
                                                                                915Employee
      related costs
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                156Post
      closing cost
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                67
                                                                                
                                                                                
                                                                                
                                                                                1,662Fixed
      asset impairment
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                3,049Total
                                                                                
                                                                                $
                                                                                —
                                                                                
                                                                                
                                                                                $
                                                                                67
                                                                                
                                                                                
                                                                                $
                                                                                5,782Decatur,
      Alabama Reduction(In
      thousands)
                                                                                
                                                                                Three
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Nine
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Cumulative
                                                                                  incurred
      through
                                                                                  October
      4, 2009Major
      Type CostsImpair
      and liquidate current assets
                                                                                
                                                                                $
                                                                                —
                                                                                
                                                                                
                                                                                $
                                                                                —
                                                                                
                                                                                
                                                                                $
                                                                                6,517Employee
      related costs
                                                                                
                                                                                
                                                                                2
                                                                                
                                                                                
                                                                                
                                                                                109
                                                                                
                                                                                
                                                                                
                                                                                3,140Environmental
      remediation
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                8,608Post
      closing cost
                                                                                
                                                                                
                                                                                210
                                                                                
                                                                                
                                                                                
                                                                                550
                                                                                
                                                                                
                                                                                
                                                                                4,773Other
      costs / currency
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                759Fixed
      asset impairment
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                40,134Total
                                                                                
                                                                                $
                                                                                212
                                                                                
                                                                                
                                                                                $
                                                                                659
                                                                                
                                                                                
                                                                                $
                                                                                63,931Monterrey,
      Mexico Reduction(In
      thousands)
                                                                                
                                                                                Three
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Nine
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Cumulative
                                                                                  incurred
      through
                                                                                  October
      4, 2009Major
      Type CostsPost
      closing cost
                                                                                
                                                                                $
                                                                                136
                                                                                
                                                                                
                                                                                $
                                                                                136
                                                                                
                                                                                
                                                                                $
                                                                                136Impair
      and liquidate current assets
                                                                                
                                                                                
                                                                                250
                                                                                
                                                                                
                                                                                
                                                                                380
                                                                                
                                                                                
                                                                                
                                                                                380Employee
      related costs
                                                                                
                                                                                
                                                                                249
                                                                                
                                                                                
                                                                                
                                                                                472
                                                                                
                                                                                
                                                                                
                                                                                472Total
                                                                                
                                                                                $
                                                                                635
                                                                                
                                                                                
                                                                                $
                                                                                988
                                                                                
                                                                                
                                                                                $
                                                                                988Corporate
      SG&A Reduction(In
      thousands)
                                                                                
                                                                                Three
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Nine
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Cumulative
                                                                                  incurred
      through
                                                                                  October
      4, 2009Major
      Type CostsEmployee
      related costs
                                                                                
                                                                                $
                                                                                884
                                                                                
                                                                                
                                                                                $
                                                                                1,516
                                                                                
                                                                                
                                                                                $
                                                                                2,047Post
      retirement benefit gain
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                (208
                                                                                )Other
      costs / currency
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                10
                                                                                
                                                                                
                                                                                
                                                                                159Total
                                                                                
                                                                                $
                                                                                884
                                                                                
                                                                                
                                                                                $
                                                                                1,526
                                                                                
                                                                                
                                                                                $
                                                                                1,998(In
      thousands)
                                                                                
                                                                                Three
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Nine
      months ended
                                                                                  October
      4, 2009
                                                                                
                                                                                
                                                                                Cumulative
                                                                                  incurred
      through
                                                                                  October
      4, 2009Grand
      Total
                                                                                
                                                                                $
                                                                                1,731
                                                                                
                                                                                
                                                                                $
                                                                                3,240
                                                                                
                                                                                
                                                                                $
                                                                                72,699





At the
end of the third quarter of 2009, we had accrued $8.6 million related to the
restructuring of our North American operations for potential environmental
charges at our Decatur, Alabama facility.


16





(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 15% Senior Secured Notes (the “Subsidiary
Guarantors”), which include TF Investor, Inc.; Tube Forming, L.P.; Wolverine
Finance, LLC; Wolverine PA, LLC; Wolverine Joining Technologies, LLC; and Tube
Forming Holdings, Inc.; and (c) on a combined basis, the Non-Guarantor
Subsidiaries, which include 3072452 Nova Scotia Company; 3072453 Nova Scotia
Company; Wolverine Tube Canada Limited Partnership; Wolverine Shanghai Metals;
Wolverine European Holdings BV; Wolverine Tube Europe BV; Wolverine Tube, BV;
Wolverine Tubagem (Portugal), Lda; Wolverine Joining Technologies Canada, Inc.;
Wolverine Asia, Limited; WLVN de Latinoamerica, S. de R.L. de C.V.; and WLV
Mexico, S. de R.L. de C.V. Each of the Subsidiary Guarantors is 100% owned by
the Parent. The guarantees issued by 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 Oklahoma and Tennessee manufacturing operations and
certain corporate management, sales and marketing, information services, product
development, the Precision Tool Center and finance functions located in
Alabama.


17


Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Operations


For
the Three Months Ended October 4, 2009


(Unaudited)





Non-Subsidiary
                                
                                
                                Guarantor(In
      thousands)
                                
                                Parent
                                
                                
                                Guarantors
                                
                                
                                Subsidiaries
                                
                                
                                Eliminations
                                
                                
                                ConsolidatedNet
      sales
                                
                                $
                                90,420
                                
                                
                                $
                                21,816
                                
                                
                                $
                                9,444
                                
                                
                                $
                                (3,718
                                )
                                
                                $
                                117,962Cost
      of goods sold
                                
                                
                                89,729
                                
                                
                                
                                20,651
                                
                                
                                
                                8,193
                                
                                
                                
                                (3,718
                                )
                                
                                
                                114,855Gross
      profit
                                
                                
                                691
                                
                                
                                
                                1,165
                                
                                
                                
                                1,251
                                
                                
                                
                                —
                                
                                
                                
                                3,107Selling,
      general and administrative expenses
                                
                                
                                4,447
                                
                                
                                
                                555
                                
                                
                                
                                529
                                
                                
                                
                                —
                                
                                
                                
                                5,531Advisory
      fees and expenses
                                
                                
                                2
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                2Restructuring
      and impairment charges
                                
                                
                                1,346
                                
                                
                                
                                385
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                1,731Operating
      income (loss)
                                
                                
                                (5,104
                                )
                                
                                
                                225
                                
                                
                                
                                722
                                
                                
                                
                                —
                                
                                
                                
                                (4,157
                                )Other
      (income) expense:Interest
      (income) expense, net
                                
                                
                                4,418
                                
                                
                                
                                (6
                                )
                                
                                
                                (18
                                )
                                
                                
                                —
                                
                                
                                
                                4,394Amortization
      expense
                                
                                
                                62
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                62Other,
      net
                                
                                
                                12
                                
                                
                                
                                14
                                
                                
                                
                                (252
                                )
                                
                                
                                —
                                
                                
                                
                                (226
                                )Equity
      in earnings of subsidiaries
                                
                                
                                724
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (724
                                )
                                
                                
                                —Income
      (loss) from continuing operations before equity in earnings of
      unconsolidated subsidiary and income taxes
                                
                                
                                (8,872
                                )
                                
                                
                                217
                                
                                
                                
                                992
                                
                                
                                
                                (724
                                )
                                
                                
                                (8,387
                                )Equity
      in earnings of unconsolidated subsidiary
                                
                                
                                658
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                658Income
      tax benefit (expense)
                                
                                
                                1,012
                                
                                
                                
                                (126
                                )
                                
                                
                                (359
                                )
                                
                                
                                —
                                
                                
                                
                                527Net
      income (loss)
                                
                                
                                (7,202
                                )
                                
                                
                                91
                                
                                
                                
                                633
                                
                                
                                
                                (724
                                )
                                
                                
                                (7,202
                                )Accretion
      of convertible preferred stock
                                
                                
                                1,255
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                1,255Preferred
      stock dividends
                                
                                
                                2,242
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                2,242Net
      income (loss) applicable to common shares
                                
                                $
                                (10,699
                                )
                                
                                $
                                91
                                
                                
                                $
                                633
                                
                                
                                $
                                (724
                                )
                                
                                $
                                (10,699
                                )




18


Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Operations


For
the Three Months Ended September 28, 2008


(Unaudited)





Non-Subsidiary
                                        
                                        
                                        Guarantor(In
      thousands)
                                        
                                        Parent
                                        
                                        
                                        Guarantors
                                        
                                        
                                        Subsidiaries
                                        
                                        
                                        Eliminations
                                        
                                        
                                        ConsolidatedNet
      sales
                                        
                                        $
                                        160,997
                                        
                                        
                                        $
                                        38,120
                                        
                                        
                                        $
                                        33,830
                                        
                                        
                                        $
                                        (1,899
                                        )
                                        
                                        $
                                        231,048Cost
      of goods sold
                                        
                                        
                                        157,395
                                        
                                        
                                        
                                        36,487
                                        
                                        
                                        
                                        30,266
                                        
                                        
                                        
                                        (1,899
                                        )
                                        
                                        
                                        222,249Gross
      profit
                                        
                                        
                                        3,602
                                        
                                        
                                        
                                        1,633
                                        
                                        
                                        
                                        3,564
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        8,799Selling,
      general and administrative expenses
                                        
                                        
                                        4,651
                                        
                                        
                                        
                                        601
                                        
                                        
                                        
                                        432
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        5,684Net
      loss on divestitures
                                        
                                        
                                        (10,945
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (10,766
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (21,711
                                        )Advisory
      fees and expenses
                                        
                                        
                                        239
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        239Goodwill
      impairment
                                        
                                        
                                        —
                                        
                                        
                                        
                                        44,000
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        44,000Restructuring
      and impairment charges
                                        
                                        
                                        280
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        65
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        345Operating
      income (loss)
                                        
                                        
                                        9,377
                                        
                                        
                                        
                                        (42,968
                                        )
                                        
                                        
                                        13,833
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (19,758
                                        )Other
      (income) expense:Interest
      (income) expense, net
                                        
                                        
                                        5,176
                                        
                                        
                                        
                                        (33
                                        )
                                        
                                        
                                        (1,168
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,975Amortization
      expense
                                        
                                        
                                        688
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        178
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        866Loss
      on sale of receivables
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        167
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        167Other,
      net
                                        
                                        
                                        (1,498
                                        )
                                        
                                        
                                        251
                                        
                                        
                                        
                                        1,509
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        262Equity
      in earnings of subsidiaries
                                        
                                        
                                        (29,953
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        29,953
                                        
                                        
                                        
                                        —Income
      (loss) from continuing operations before
      non-controlling interest, equity in earnings of unconsolidated
      subsidiary andincome
      taxes
                                        
                                        
                                        (24,942
                                        )
                                        
                                        
                                        (43,186
                                        )
                                        
                                        
                                        13,147
                                        
                                        
                                        
                                        29,953
                                        
                                        
                                        
                                        (25,028
                                        )Non-controlling
      interest
                                        
                                        
                                        (266
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (266
                                        )Equity
      in earnings of unconsolidated subsidiary
                                        
                                        
                                        138
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        138Income
      tax benefit (expense)
                                        
                                        
                                        759
                                        
                                        
                                        
                                        290
                                        
                                        
                                        
                                        (204
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        845Income
      (loss) from continuing operations
                                        
                                        
                                        (24,311
                                        )
                                        
                                        
                                        (42,896
                                        )
                                        
                                        
                                        12,943
                                        
                                        
                                        
                                        29,953
                                        
                                        
                                        
                                        (24,311
                                        )Income
      (loss) from discontinued operations, net of taxes
                                        
                                        
                                        403
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        403Net
      income (loss)
                                        
                                        
                                        (23,908
                                        )
                                        
                                        
                                        (42,896
                                        )
                                        
                                        
                                        12,943
                                        
                                        
                                        
                                        29,953
                                        
                                        
                                        
                                        (23,908
                                        )Accretion
      of convertible preferred stock
                                        
                                        
                                        1,255
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        1,255Preferred
      stock dividends
                                        
                                        
                                        1,951
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        1,951Net
      income (loss) applicable to common shares
                                        
                                        $
                                        (27,114
                                        )
                                        
                                        $
                                        (42,896
                                        )
                                        
                                        $
                                        12,943
                                        
                                        
                                        $
                                        29,953
                                        
                                        
                                        $
                                        (27,114
                                        )




19





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Operations


For
the Nine Months Ended October 4, 2009


(Unaudited)





Non-Subsidiary
                                      
                                      
                                      Guarantor(In
      thousands)
                                      
                                      Parent
                                      
                                      
                                      Guarantors
                                      
                                      
                                      Subsidiaries
                                      
                                      
                                      Eliminations
                                      
                                      
                                      ConsolidatedNet
      sales
                                      
                                      $
                                      244,446
                                      
                                      
                                      $
                                      67,165
                                      
                                      
                                      $
                                      35,846
                                      
                                      
                                      $
                                      (6,313
                                      )
                                      
                                      $
                                      341,144Cost
      of goods sold
                                      
                                      
                                      241,328
                                      
                                      
                                      
                                      62,592
                                      
                                      
                                      
                                      32,273
                                      
                                      
                                      
                                      (6,313
                                      )
                                      
                                      
                                      329,880Gross
      profit
                                      
                                      
                                      3,118
                                      
                                      
                                      
                                      4,573
                                      
                                      
                                      
                                      3,573
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      11,264Selling,
      general and administrative expenses
                                      
                                      
                                      14,983
                                      
                                      
                                      
                                      1,547
                                      
                                      
                                      
                                      1,524
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      18,054Advisory
      fees and expenses
                                      
                                      
                                      256
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      12
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      268Restructuring
      and impairment charges
                                      
                                      
                                      2,599
                                      
                                      
                                      
                                      641
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,240Operating
      income (loss)
                                      
                                      
                                      (14,720
                                      )
                                      
                                      
                                      2,385
                                      
                                      
                                      
                                      2,037
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (10,298
                                      )Other
      (income) expense:Interest
      (income) expense, net
                                      
                                      
                                      12,480
                                      
                                      
                                      
                                      (71
                                      )
                                      
                                      
                                      25
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      12,434Amortization
      expense
                                      
                                      
                                      832
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      33
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      865Loss
      from extinguishment of debt
                                      
                                      
                                      3,647
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,647Other,
      net
                                      
                                      
                                      4,243
                                      
                                      
                                      
                                      (47
                                      )
                                      
                                      
                                      (4,679
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (483
                                      )Equity
      in earnings of subsidiaries
                                      
                                      
                                      7,145
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (7,145
                                      )
                                      
                                      
                                      —Income
      (loss) from continuing operations before equity in earnings of
      unconsolidated subsidiary andincome
      taxes
                                      
                                      
                                      (28,777
                                      )
                                      
                                      
                                      2,503
                                      
                                      
                                      
                                      6,658
                                      
                                      
                                      
                                      (7,145
                                      )
                                      
                                      
                                      (26,761
                                      )Equity
      in earnings of unconsolidated subsidiary
                                      
                                      
                                      1,337
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,337Income
      tax benefit (expense)
                                      
                                      
                                      1,920
                                      
                                      
                                      
                                      (1,025
                                      )
                                      
                                      
                                      (991
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (96
                                      )Net
      income (loss)
                                      
                                      
                                      (25,520
                                      )
                                      
                                      
                                      1,478
                                      
                                      
                                      
                                      5,667
                                      
                                      
                                      
                                      (7,145
                                      )
                                      
                                      
                                      (25,520
                                      )Accretion
      of convertible preferred stock
                                      
                                      
                                      3,766
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,766Preferred
      stock dividends
                                      
                                      
                                      6,526
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      6,526Net
      income (loss) applicable to common shares
                                      
                                      $
                                      (35,812
                                      )
                                      
                                      $
                                      1,478
                                      
                                      
                                      $
                                      5,667
                                      
                                      
                                      $
                                      (7,145
                                      )
                                      
                                      $
                                      (35,812
                                      )




20


Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Operations


For
the Nine Months Ended September 28, 2008


(Unaudited)





Non-Subsidiary
                                          
                                          
                                          Guarantor(In
      thousands)
                                          
                                          Parent
                                          
                                          
                                          Guarantors
                                          
                                          
                                          Subsidiaries
                                          
                                          
                                          Eliminations
                                          
                                          
                                          ConsolidatedNet
      sales
                                          
                                          $
                                          472,699
                                          
                                          
                                          $
                                          113,625
                                          
                                          
                                          $
                                          104,696
                                          
                                          
                                          $
                                          (13,002
                                          )
                                          
                                          $
                                          678,018Cost
      of goods sold
                                          
                                          
                                          459,792
                                          
                                          
                                          
                                          108,617
                                          
                                          
                                          
                                          94,867
                                          
                                          
                                          
                                          (13,002
                                          )
                                          
                                          
                                          650,274Gross
      profit
                                          
                                          
                                          12,907
                                          
                                          
                                          
                                          5,008
                                          
                                          
                                          
                                          9,829
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          27,744Selling,
      general and administrative expenses
                                          
                                          
                                          15,413
                                          
                                          
                                          
                                          1,805
                                          
                                          
                                          
                                          1,647
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          18,865Net
      (gain) on divestitures
                                          
                                          
                                          (10,945
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (15,770
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (26,715
                                          )Advisory
      fees and expenses
                                          
                                          
                                          791
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          791Goodwill
      impairment
                                          
                                          
                                          —
                                          
                                          
                                          
                                          44,000
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          44,000Restructuring
      and impairment charges
                                          
                                          
                                          4,092
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          1,313
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          5,405Operating
      income (loss)
                                          
                                          
                                          3,556
                                          
                                          
                                          
                                          (40,797
                                          )
                                          
                                          
                                          22,639
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (14,602
                                          )Other
      (income) expense:Interest
      (income) expense, net
                                          
                                          
                                          13,985
                                          
                                          
                                          
                                          (327
                                          )
                                          
                                          
                                          117
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          13,775Amortization
      expense
                                          
                                          
                                          1,828
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          309
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          2,137Loss
      on sale of receivables
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          374
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          374Other,
      net
                                          
                                          
                                          3,407
                                          
                                          
                                          
                                          607
                                          
                                          
                                          
                                          (3,992
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          22Equity
      in earnings of subsidiaries
                                          
                                          
                                          (17,750
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          17,750
                                          
                                          
                                          
                                          —Income
      (loss) from continuing operations before
      non-controlling interest, equity in earnings of unconsolidated
      subsidiary andincome
      taxes
                                          
                                          
                                          (33,414
                                          )
                                          
                                          
                                          (41,077
                                          )
                                          
                                          
                                          25,831
                                          
                                          
                                          
                                          17,750
                                          
                                          
                                          
                                          (30,910
                                          )Non-controlling
      interest
                                          
                                          
                                          (541
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (541
                                          )Equity
      in earnings of unconsolidated subsidiary
                                          
                                          
                                          138
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          138Income
      tax benefit (expense)
                                          
                                          
                                          1,461
                                          
                                          
                                          
                                          (459
                                          )
                                          
                                          
                                          (2,045
                                          )
                                          
                                          
                                          —
                                          
                                          
                                          
                                          (1,043
                                          )Income
      (loss) from continuing operations
                                          
                                          
                                          (32,356
                                          )
                                          
                                          
                                          (41,536
                                          )
                                          
                                          
                                          23,786
                                          
                                          
                                          
                                          17,750
                                          
                                          
                                          
                                          (32,356
                                          )Income
      (loss) from discontinued operations, net of taxes
                                          
                                          
                                          781
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          781Net
      income (loss)
                                          
                                          
                                          (31,575
                                          )
                                          
                                          
                                          (41,536
                                          )
                                          
                                          
                                          23,786
                                          
                                          
                                          
                                          17,750
                                          
                                          
                                          
                                          (31,575
                                          )Accretion
      of convertible preferred stock
                                          
                                          
                                          3,766
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          3,766Preferred
      stock dividends
                                          
                                          
                                          4,767
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          4,767Net
      income (loss) applicable to common shares
                                          
                                          $
                                          (40,108
                                          )
                                          
                                          $
                                          (41,536
                                          )
                                          
                                          $
                                          23,786
                                          
                                          
                                          $
                                          17,750
                                          
                                          
                                          $
                                          (40,108
                                          )




21




Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Balance Sheets


October
4, 2009


(Unaudited)





Non-Subsidiary
                                      
                                      
                                      Guarantor(In
      thousands)
                                      
                                      Parent
                                      
                                      
                                      Guarantors
                                      
                                      
                                      Subsidiaries
                                      
                                      
                                      Eliminations
                                      
                                      
                                      ConsolidatedAssetsCurrent
      assetsCash
      and cash equivalents
                                      
                                      $
                                      17,292
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      6,142
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      23,434Restricted
      cash
                                      
                                      
                                      7,807
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      239
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      8,046Accounts
      receivable, net
                                      
                                      
                                      31,717
                                      
                                      
                                      
                                      8,779
                                      
                                      
                                      
                                      4,171
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      44,667Inventories
                                      
                                      
                                      19,662
                                      
                                      
                                      
                                      19,162
                                      
                                      
                                      
                                      7,225
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      46,049Derivative
      assets
                                      
                                      
                                      1,006
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,006Prepaid
      expenses and other assets
                                      
                                      
                                      1,623
                                      
                                      
                                      
                                      872
                                      
                                      
                                      
                                      414
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,909Total
      current assets
                                      
                                      
                                      79,107
                                      
                                      
                                      
                                      28,813
                                      
                                      
                                      
                                      18,191
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      126,111Property,
      plant and equipment, net
                                      
                                      
                                      28,292
                                      
                                      
                                      
                                      13,511
                                      
                                      
                                      
                                      13,580
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      55,383Intangible
      assets and deferred charges, net
                                      
                                      
                                      2,593
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      41
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,634Notes
      receivable
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      595
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      595Investment
      in unconsolidated subsidiary
                                      
                                      
                                      7,909
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      7,909Investment
      in subsidiaries
                                      
                                      
                                      335,305
                                      
                                      
                                      
                                      325
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (335,630
                                      )
                                      
                                      
                                      —Total
      assets
                                      
                                      $
                                      453,206
                                      
                                      
                                      $
                                      42,649
                                      
                                      
                                      $
                                      32,407
                                      
                                      
                                      $
                                      (335,630
                                      )
                                      
                                      $
                                      192,632Liabilities
      and Accumulated DeficitCurrent
      liabilitiesAccounts
      payable
                                      
                                      $
                                      25,116
                                      
                                      
                                      $
                                      2,166
                                      
                                      
                                      $
                                      4,185
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      31,467Accrued
      liabilities
                                      
                                      
                                      (15,941
                                      )
                                      
                                      
                                      21,092
                                      
                                      
                                      
                                      1,228
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      6,379Derivative
      liabilities
                                      
                                      
                                      2,670
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,670Deferred
      income taxes
                                      
                                      
                                      (408
                                      )
                                      
                                      
                                      651
                                      
                                      
                                      
                                      82
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      325Short-term
      borrowings
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      8
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      8Intercompany
      balances, net
                                      
                                      
                                      287,933
                                      
                                      
                                      
                                      (264,119
                                      )
                                      
                                      
                                      (23,814
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Total
      current liabilities
                                      
                                      
                                      299,370
                                      
                                      
                                      
                                      (240,210
                                      )
                                      
                                      
                                      (18,311
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      40,849Long-term
      debt
                                      
                                      
                                      124,210
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      124,210Pension
      liabilities
                                      
                                      
                                      46,456
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      46,456Postretirement
      benefits obligation
                                      
                                      
                                      3,188
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,197
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      4,385Accrued
      environmental remediation
                                      
                                      
                                      9,393
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      9,393Deferred
      income taxes, non-current
                                      
                                      
                                      3,250
                                      
                                      
                                      
                                      (3,250
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Accrued
      dividends
                                      
                                      
                                      12,003
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      12,003Other
      liabilities
                                      
                                      
                                      2,981
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,981Total
      liabilities
                                      
                                      
                                      500,851
                                      
                                      
                                      
                                      (243,460
                                      )
                                      
                                      
                                      (17,114
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      240,277Preferred
      Stock
                                      
                                      
                                      27,374
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      27,374Accumulated
      deficit
                                      
                                      
                                      (75,019
                                      )
                                      
                                      
                                      286,109
                                      
                                      
                                      
                                      49,521
                                      
                                      
                                      
                                      (335,630
                                      )
                                      
                                      
                                      (75,019
                                      )Total
      liabilities, convertible preferred stock and accumulated
      deficit
                                      
                                      $
                                      453,206
                                      
                                      
                                      $
                                      42,649
                                      
                                      
                                      $
                                      32,407
                                      
                                      
                                      $
                                      (335,630
                                      )
                                      
                                      $
                                      192,632




22





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Balance Sheets


December
31, 2008


(Unaudited)





Non-Subsidiary
                                        
                                        
                                        Guarantor(In
      thousands)
                                        
                                        Parent
                                        
                                        
                                        Guarantors
                                        
                                        
                                        Subsidiaries
                                        
                                        
                                        Eliminations
                                        
                                        
                                        ConsolidatedAssetsCurrent
      assetsCash
      and cash equivalents
                                        
                                        $
                                        18,778
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        14,759
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        33,537Restricted
      cash
                                        
                                        
                                        37,173
                                        
                                        
                                        
                                        1
                                        
                                        
                                        
                                        564
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        37,738Accounts
      receivable, net
                                        
                                        
                                        4,362
                                        
                                        
                                        
                                        8,338
                                        
                                        
                                        
                                        25,926
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        38,626Inventories
                                        
                                        
                                        18,605
                                        
                                        
                                        
                                        23,366
                                        
                                        
                                        
                                        11,313
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        53,284Assets
      held for sale
                                        
                                        
                                        3,680
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,680Derivative
      assets
                                        
                                        
                                        291
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        291Prepaid
      expenses and other assets
                                        
                                        
                                        1,514
                                        
                                        
                                        
                                        3,575
                                        
                                        
                                        
                                        291
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        5,380Total
      current assets
                                        
                                        
                                        84,403
                                        
                                        
                                        
                                        35,280
                                        
                                        
                                        
                                        52,853
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        172,536Property,
      plant and equipment, net
                                        
                                        
                                        23,033
                                        
                                        
                                        
                                        14,644
                                        
                                        
                                        
                                        14,327
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        52,004Intangible
      assets and deferred charges, net
                                        
                                        
                                        2,588
                                        
                                        
                                        
                                        5
                                        
                                        
                                        
                                        41
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        2,634Notes
      receivable
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        585
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        585Investment
      in unconsolidated subsidiary
                                        
                                        
                                        9,373
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        9,373Investment
      in subsidiaries
                                        
                                        
                                        357,759
                                        
                                        
                                        
                                        325
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (358,084
                                        )
                                        
                                        
                                        —Total
      assets
                                        
                                        $
                                        477,156
                                        
                                        
                                        $
                                        50,254
                                        
                                        
                                        $
                                        67,806
                                        
                                        
                                        $
                                        (358,084
                                        )
                                        
                                        $
                                        237,132Liabilities
      and Accumulated DeficitCurrent
      liabilitiesAccounts
      payable
                                        
                                        $
                                        16,190
                                        
                                        
                                        $
                                        12,315
                                        
                                        
                                        $
                                        6,208
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        34,713Accrued
      liabilities
                                        
                                        
                                        8,567
                                        
                                        
                                        
                                        2,684
                                        
                                        
                                        
                                        1,999
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        13,250Derivative
      liabilities
                                        
                                        
                                        5,415
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        5,415Deferred
      income taxes
                                        
                                        
                                        1,561
                                        
                                        
                                        
                                        (211
                                        )
                                        
                                        
                                        251
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        1,601Short-term
      borrowings
                                        
                                        
                                        16,098
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        14
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        16,112Intercompany
      balances, net
                                        
                                        
                                        261,022
                                        
                                        
                                        
                                        (239,316
                                        )
                                        
                                        
                                        (21,706
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —Total
      current liabilities
                                        
                                        
                                        308,853
                                        
                                        
                                        
                                        (224,528
                                        )
                                        
                                        
                                        (13,234
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        71,091Long-term
      debt
                                        
                                        
                                        121,558
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        121,558Pension
      liabilities
                                        
                                        
                                        45,552
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        45,552Postretirement
      benefits obligation
                                        
                                        
                                        3,375
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        1,287
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        4,662Accrued
      environmental remediation
                                        
                                        
                                        9,628
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        9,628Deferred
      income taxes, non-current
                                        
                                        
                                        3,549
                                        
                                        
                                        
                                        (3,549
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —Accrued
      dividends
                                        
                                        
                                        5,476
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        5,476Other
      liabilities
                                        
                                        
                                        3,290
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        3,290Total
      liabilities
                                        
                                        
                                        501,281
                                        
                                        
                                        
                                        (228,077
                                        )
                                        
                                        
                                        (11,947
                                        )
                                        
                                        
                                        —
                                        
                                        
                                        
                                        261,257Preferred
      Stock
                                        
                                        
                                        23,608
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        23,608Accumulated
      deficit
                                        
                                        
                                        (47,733
                                        )
                                        
                                        
                                        278,331
                                        
                                        
                                        
                                        79,753
                                        
                                        
                                        
                                        (358,084
                                        )
                                        
                                        
                                        (47,733
                                        )Total
      liabilities, convertible preferred stock and accumulated
      deficit
                                        
                                        $
                                        477,156
                                        
                                        
                                        $
                                        50,254
                                        
                                        
                                        $
                                        67,806
                                        
                                        
                                        $
                                        (358,084
                                        )
                                        
                                        $
                                        237,132




23





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Cash Flows


For
the Nine Months Ended October 4, 2009


(Unaudited)





Non-Subsidiary
                      
                      
                      Guarantor(In
      thousands )
                      
                      Parent
                      
                      
                      Guarantors
                      
                      
                      Subsidiaries
                      
                      
                      Eliminations
                      
                      
                      ConsolidatedOperating
      ActivitiesNet
      income (loss)
                      
                      $
                      (25,520
                      )
                      
                      $
                      1,478
                      
                      
                      $
                      5,667
                      
                      
                      $
                      (7,145
                      )
                      
                      $
                      (25,520
                      )Adjustments
      to reconcile net income (loss) to net cash from operating
      activities:Depreciation
                      
                      
                      2,583
                      
                      
                      
                      1,498
                      
                      
                      
                      703
                      
                      
                      
                      —
                      
                      
                      
                      4,784Amortization
                      
                      
                      882
                      
                      
                      
                      —
                      
                      
                      
                      110
                      
                      
                      
                      —
                      
                      
                      
                      992Deferred
      income taxes
                      
                      
                      (2,270
                      )
                      
                      
                      1,161
                      
                      
                      
                      (164
                      )
                      
                      
                      —
                      
                      
                      
                      (1,273
                      )(Gain)
      on sale of fixed assets
                      
                      
                      (316
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (316
                      )Loss
      on extinguishment of debt
                      
                      
                      3,647
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      3,647Non-cash
      paid-in-kind interest
                      
                      
                      2,652
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      2,652Non-cash
      environmental, restructuring and other charges
                      
                      
                      (164
                      )
                      
                      
                      —
                      
                      
                      
                      412
                      
                      
                      
                      —
                      
                      
                      
                      248Stock
      compensation expense
                      
                      
                      187
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      187Impairment
      of assets
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      250
                      
                      
                      
                      —
                      
                      
                      
                      250Equity
      in earnings of unconsolidated subsidiary
                      
                      
                      (1,337
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (1,337
                      )Equity
      in earnings of subsidiaries
                      
                      
                      (7,145
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      7,145
                      
                      
                      
                      —Changes
      in operating assets and liabilities
                      
                      
                      (21,518
                      )
                      
                      
                      (4,654
                      )
                      
                      
                      23,124
                      
                      
                      
                      —
                      
                      
                      
                      (3,048
                      )Net
      cash from continuing operating activities
                      
                      
                      (48,319
                      )
                      
                      
                      (517
                      )
                      
                      
                      30,102
                      
                      
                      
                      —
                      
                      
                      
                      (18,734
                      )Net
      cash from discontinued operating activities
                      
                      
                      (32
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (32
                      )Net
      cash from operating activities
                      
                      
                      (48,351
                      )
                      
                      
                      (517
                      )
                      
                      
                      30,102
                      
                      
                      
                      —
                      
                      
                      
                      (18,766
                      )Investing
      ActivitiesAdditions
      to property, plant and equipment
                      
                      
                      (4,291
                      )
                      
                      
                      (364
                      )
                      
                      
                      300
                      
                      
                      
                      —
                      
                      
                      
                      (4,355
                      )Proceeds
      from sale of assets
                      
                      
                      316
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      316Purchase
      of patents
                      
                      
                      (159
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (159
                      )Change
      in restricted cash
                      
                      
                      29,366
                      
                      
                      
                      1
                      
                      
                      
                      325
                      
                      
                      
                      —
                      
                      
                      
                      29,692Net
      cash from continuing investing activities
                      
                      
                      25,232
                      
                      
                      
                      (363
                      )
                      
                      
                      625
                      
                      
                      
                      —
                      
                      
                      
                      25,494Net
      cash from discontinued investing activities
                      
                      
                      1,200
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,200Net
      cash from investing activities
                      
                      
                      26,432
                      
                      
                      
                      (363
                      )
                      
                      
                      625
                      
                      
                      
                      —
                      
                      
                      
                      26,694Financing
      ActivitiesFinancing
      fees and expenses paid
                      
                      
                      (4,384
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (4,384
                      )Payments
      under revolving credit facilities and other debt
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (1,490
                      )
                      
                      
                      —
                      
                      
                      
                      (1,490
                      )Borrowings
      from revolving credit facilities and other debt
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,399
                      
                      
                      
                      —
                      
                      
                      
                      1,399Dividend
      from unconsolidated subsidiary
                      
                      
                      2,802
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      2,802Purchase
      or repayment of senior notes
                      
                      
                      (16,142
                      )
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (16,142
                      )Intercompany
      borrowings (payments)
                      
                      
                      38,150
                      
                      
                      
                      880
                      
                      
                      
                      (39,030
                      )
                      
                      
                      —
                      
                      
                      
                      —Net
      cash from financing activities
                      
                      
                      20,426
                      
                      
                      
                      880
                      
                      
                      
                      (39,121
                      )
                      
                      
                      —
                      
                      
                      
                      (17,815
                      )Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      7
                      
                      
                      
                      —
                      
                      
                      
                      (223
                      )
                      
                      
                      —
                      
                      
                      
                      (216
                      )Net
      increase (decrease) in cash and cash equivalents
                      
                      
                      (1,486
                      )
                      
                      
                      —
                      
                      
                      
                      (8,617
                      )
                      
                      
                      —
                      
                      
                      
                      (10,103
                      )Cash
      and cash equivalents at beginning of period
                      
                      
                      18,778
                      
                      
                      
                      —
                      
                      
                      
                      14,759
                      
                      
                      
                      —
                      
                      
                      
                      33,537Cash
      and cash equivalents at end of period
                      
                      $
                      17,292
                      
                      
                      $
                      —
                      
                      
                      $
                      6,142
                      
                      
                      $
                      —
                      
                      
                      $
                      23,434




24





Wolverine
Tube, Inc. and Subsidiaries


Condensed
Consolidating Statements of Cash Flows


For
the Nine Months Ended September 28, 2008


(Unaudited)


Non-Subsidiary
                  
                  
                  Guarantor(In
      thousands )
                  
                  Parent
                  
                  
                  Guarantors
                  
                  
                  Subsidiaries
                  
                  
                  Eliminations
                  
                  
                  ConsolidatedOperating
      ActivitiesIncome
      (loss) from continuing operations
                  
                  $
                  (32,356
                  )
                  
                  $
                  (41,536
                  )
                  
                  $
                  23,786
                  
                  
                  $
                  17,750
                  
                  
                  $
                  (32,356
                  )Income
      from discontinued operations
                  
                  
                  781
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  781Net
      income (loss)
                  
                  
                  (31,575
                  )
                  
                  
                  (41,536
                  )
                  
                  
                  23,786
                  
                  
                  
                  17,750
                  
                  
                  
                  (31,575
                  )Adjustments
      to reconcile net income (loss) to net cash from operating
      activities:Depreciation
                  
                  
                  2,181
                  
                  
                  
                  1,438
                  
                  
                  
                  1,190
                  
                  
                  
                  —
                  
                  
                  
                  4,809Amortization
                  
                  
                  1,860
                  
                  
                  
                  —
                  
                  
                  
                  395
                  
                  
                  
                  —
                  
                  
                  
                  2,255Deferred
      income taxes
                  
                  
                  8,419
                  
                  
                  
                  (9,927
                  )
                  
                  
                  56
                  
                  
                  
                  —
                  
                  
                  
                  (1,452
                  )Gain
      on early extinguishment of debt
                  
                  
                  (858
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (858
                  )Non-controlling
      interest in Chinese subsidiary
                  
                  
                  541
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  541Equity
      earnings of unconsolidated subsidiary
                  
                  
                  (138
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (138
                  )Change
      in embedded derivative mark to fair value
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (3
                  )
                  
                  
                  —
                  
                  
                  
                  (3
                  )Impairment
      of goodwill / assets held for sale
                  
                  
                  390
                  
                  
                  
                  44,000
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  44,390Non-cash
      environmental, restructuring and other charges
                  
                  
                  (34,698
                  )
                  
                  
                  (62
                  )
                  
                  
                  2,916
                  
                  
                  
                  —
                  
                  
                  
                  (31,844
                  )Stock
      compensation expense
                  
                  
                  1,542
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  1,542Equity
      in earnings of subsidiaries
                  
                  
                  17,750
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (17,750
                  )
                  
                  
                  —Changes
      in operating assets and liabilities
                  
                  
                  75,789
                  
                  
                  
                  (1,475
                  )
                  
                  
                  (89,357
                  )
                  
                  
                  —
                  
                  
                  
                  (15,043
                  )Net
      cash from continuing operating activities
                  
                  
                  40,422
                  
                  
                  
                  (7,562
                  )
                  
                  
                  (61,017
                  )
                  
                  
                  —
                  
                  
                  
                  (28,157
                  )Net
      cash from discontinued operating activities
                  
                  
                  (10,090
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (10,090
                  )Net
      cash from operating activities
                  
                  
                  30,332
                  
                  
                  
                  (7,562
                  )
                  
                  
                  (61,017
                  )
                  
                  
                  —
                  
                  
                  
                  (38,247
                  )Investing
      ActivitiesAdditions
      to property, plant and equipment
                  
                  
                  5,142
                  
                  
                  
                  (1,072
                  )
                  
                  
                  (7,194
                  )
                  
                  
                  —
                  
                  
                  
                  (3,124
                  )Proceeds
      from sale of assets
                  
                  
                  7,006
                  
                  
                  
                  —
                  
                  
                  
                  (566
                  )
                  
                  
                  —
                  
                  
                  
                  6,440Proceeds
      from sale of interest in Chinese subsidiary
                  
                  
                  19,419
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  19,419Change
      in restricted cash
                  
                  
                  (8,095
                  )
                  
                  
                  —
                  
                  
                  
                  20
                  
                  
                  
                  —
                  
                  
                  
                  (8,075
                  )Net
      cash from continuing investing activities
                  
                  
                  23,472
                  
                  
                  
                  (1,072
                  )
                  
                  
                  (7,740
                  )
                  
                  
                  —
                  
                  
                  
                  14,660Net
      cash from discontinued investing activities
                  
                  
                  62,163
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  62,163Net
      cash from investing activities
                  
                  
                  85,635
                  
                  
                  
                  (1,072
                  )
                  
                  
                  (7,740
                  )
                  
                  
                  —
                  
                  
                  
                  76,823Financing
      ActivitiesFinancing
      fees and expenses paid
                  
                  
                  (1,918
                  )
                  
                  
                  —
                  
                  
                  
                  (153
                  )
                  
                  
                  —
                  
                  
                  
                  (2,071
                  )Payments
      under revolving credit facilities and other debt
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (366
                  )
                  
                  
                  —
                  
                  
                  
                  (366
                  )Borrowings
      from revolving credit facilities and other debt
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  127
                  
                  
                  
                  —
                  
                  
                  
                  127Issuance
      of preferred stock
                  
                  
                  14,194
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  14,194Purchase
      or repayment of senior notes
                  
                  
                  (97,661
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (97,661
                  )Payment
      of dividends
                  
                  
                  (2,042
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (2,042
                  )Intercompany
      dividends
                  
                  
                  52,249
                  
                  
                  
                  —
                  
                  
                  
                  (52,249
                  )
                  
                  
                  —
                  
                  
                  
                  —Intercompany
      borrowings (payments)
                  
                  
                  (74,446
                  )
                  
                  
                  8,634
                  
                  
                  
                  65,812
                  
                  
                  
                  —
                  
                  
                  
                  —Net
      cash from continuing financing activities
                  
                  
                  (109,624
                  )
                  
                  
                  8,634
                  
                  
                  
                  13,171
                  
                  
                  
                  —
                  
                  
                  
                  (87,819
                  )Effect
      of exchange rate changes on cash and cash equivalents
                  
                  
                  (38,566
                  )
                  
                  
                  —
                  
                  
                  
                  37,317
                  
                  
                  
                  —
                  
                  
                  
                  (1,249
                  )Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  (32,223
                  )
                  
                  
                  —
                  
                  
                  
                  (18,269
                  )
                  
                  
                  —
                  
                  
                  
                  (50,492
                  )Cash
      and cash equivalents at beginning of period
                  
                  
                  37,981
                  
                  
                  
                  —
                  
                  
                  
                  25,322
                  
                  
                  
                  —
                  
                  
                  
                  63,303Cash
      and cash equivalents at end of period
                  
                  $
                  5,758
                  
                  
                  $
                  —
                  
                  
                  $
                  7,053
                  
                  
                  $
                  —
                  
                  
                  $
                  12,811





(20)           Related
Party Transactions





On
February 16, 2007, the Company closed the Preferred Stock Purchase
Agreement with The Alpine Group (“Alpine”) and Plainfield Asset Management LLC
(“Plainfield”) providing for the issuance and sale of 50,000 shares of Series A
Convertible Preferred Stock of the Company, at a price of $1,000 per share, for
a total purchase price of $50.0 million.  Following the completion of
our common stock rights offering, Alpine purchased an additional 4,494 shares of
Series A Convertible Preferred Stock on January 25, 2008 for $4.5 million in
order to maintain the fully diluted ownership by Alpine and Plainfield in
Wolverine at 55.0%. The 54,494 shares are convertible into 49.5 million shares
of common stock. On March 20, 2008 Alpine purchased 10,000 shares of Series B
Convertible Preferred Stock, which have substantially the same terms and
conditions as the Series A Convertible Preferred Stock except that the initial
dividend rate on the Series B Convertible Preferred Stock is 8.5%, subject to
adjustment as described in Part I, Item 2, Management’s Discussion and Analysis
of Financial Condition and Results of Operations, below. The 10,000 shares are
convertible into 9.1 million shares of common stock. Both the Series A and
Series B Convertible Preferred Stock are mandatorily redeemable at $1,000 per
share upon the earlier of an involuntary change of control or January 31,
2017.


25





The
Company and Alpine entered into a management agreement at the initial closing of
the Preferred Stock Purchase Agreement in February 2007, pursuant to which
Alpine agreed to provide the Company with certain services for a two-year period
in exchange for an annual fee of $1.25 million and reimbursement of reasonable
and customary expenses incurred by Alpine. Since the conclusion of the two-year
period, Wolverine has continued to utilize the Alpine management services on a
month-to-month basis at the same monthly fee rate.  For the three and
nine months ended October 4, 2009 we paid $0.4 million and $1.0 million,
respectively, to Alpine for these services.





On
April 30, 2007, the Company entered into a consulting agreement with Keith
Weil, the Company’s former Senior Vice President, International and Strategic
Development, which was effective as of February 19, 2007, whereby
Mr. Weil agreed to provide consulting and advisory services to the Company.
The consulting agreement terminated in January 2009. Under the terms of the
consulting agreement, we paid Mr. Weil $22.0 thousand in January 2009 in
consulting fees.  For the three and nine months ended September 28,
2008, we paid Mr. Weil $66.1 thousand and $213.8 thousand, respectively, in
consulting fees.





Effective
as of January 1, 2008, we entered into a sole source purchasing agreement
with Exeon, Inc. (“Exeon”), a wholly owned subsidiary of Alpine, whereby under
the agreement we purchase all of our scrap and cathode copper requirements for
our Shawnee, Oklahoma and London, Ontario facilities. Under the agreement, we
will purchase copper scrap and cathode at substantially the same prices paid
prior to entering into the agreement, but with enhanced terms thus improving our
working capital usage. Moreover, we believe consolidating our purchases in this
manner is more efficient and provides more opportunities to purchase materials
from secondary markets since Exeon has been in the scrap reclamation business
for a number of years. During the three and nine months ended October 4, 2009,
we purchased 10.9 million and 35.4 million pounds, respectively, of copper
cathode and scrap from Exeon at the COMEX current month average price,
representing 77.7% and 79.5%, respectively, of our North American copper
purchases for the periods. Fees charged for the services provided for the three
and nine month periods ended October 4, 2009 were $0.1 million and $0.3 million,
respectively.  These fees approximate our cost to perform the same
services in-house. As of October 4, 2009, we had $6.7 million payable to Exeon
for these purchases. During the three and nine months ended September 28, 2008,
we purchased 15.3 million and 64.0 million pounds, respectively, of copper
cathode and scrap from Exeon at the COMEX current month average price,
representing 75.3% and 72.5%, respectively, of our North American copper
purchases for the periods. Fees charged for the services provided for the three
and nine month periods ended September 28, 2008 were $0.1 million and $0.4
million, respectively.  These fees approximate our cost to perform the
same services in-house. We had no outstanding payable to Exeon for these
purchases for the period ended September 28, 2008.





(21)           Fair
Value Measurements





Fair
value measurements of financial assets and financial liabilities and fair value
measurements of nonfinancial items recognized or disclosed at fair value in the
financial statements are reported based on ASC 820, “Fair Value Measurements and
Disclosures”.  ASC 820 defines fair value as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, and also
provides a framework for measuring fair value and expanded disclosures about
fair value measurements.





The
Company measures its derivative assets and liabilities at fair value and has
categorized its financial assets and liabilities measured at fair value into a
three-level fair value hierarchy.  The fair-value hierarchy
prioritizes the inputs used in valuation techniques into three levels as
follows:





• Level 1
– Observable inputs – quoted prices in active markets for identical assets and
liabilities.  For the Company, level


1
financial assets and liabilities consist of commodity derivative
contracts;


• Level 2
– Observable inputs other than the quoted prices in active markets for identical
assets and liabilities – includes


quoted
prices for similar instruments, quoted prices for identical or similar
instruments in inactive markets, and amounts


derived
from valuation models where all significant inputs are observable in active
markets; and


•  Level
3 – Unobservable inputs – includes amounts derived from valuation models where
one or more significant inputs


are
unobservable and require us to develop relevant assumptions.





The
following table presents the Company’s fair value hierarchy for those assets and
liabilities measured at fair value on a recurring basis as of October 4, 2009
and December 31, 2008:


26





October 4, 2009
                    
                    
                    December 31, 2008($s
      in millions)
                    
                    Level 1
                    
                    
                    Level 2
                    
                    
                    Level 3
                    
                    
                    Total
                    
                    
                    Level 1
                    
                    
                    Level 2
                    
                    
                    Level 3
                    
                    
                    TotalAssetsDerivative
      assets
                    
                    $
                    1.0
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    1.0
                    
                    
                    $
                    0.3
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    0.3Liabilities:Derivative
      liabilities
                    
                    $
                    (2.7
                    )
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    (2.7
                    )
                    
                    $
                    (5.4
                    )
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    (5.4
                    )




We use
the following methods in estimating fair value disclosures for financial
instruments:




Cash and cash equivalents,
restricted cash, accounts receivable, and accounts payable: The carrying
amount reported in the Consolidated Balance Sheets for these assets approximates
their fair value because of the short maturity of these
instruments.




Secured revolving credit
facility and long-term debt: The carrying amount of our borrowings under
our secured revolving credit facilities approximates fair value. The fair value
of our Senior Notes, other long term debt, and any derivative financial
instruments are based upon market prices.




Derivatives: The fair
value of our foreign currency and commodity derivative financial instruments are
determined by reference to market prices.




The
following table summarizes fair value information for our financial
instruments:





October 4, 2009
                  
                  
                  December 31, 2008(In
      thousands)
                  
                  Carrying value
                  
                  
                  Fair Value
                  
                  
                  Carrying value
                  
                  
                  Fair ValueCash
      and cash equivalents
                  
                  $
                  23,434
                  
                  
                  $
                  23,434
                  
                  
                  $
                  33,537
                  
                  
                  $
                  33,537Restricted
      cash
                  
                  $
                  8,046
                  
                  
                  $
                  8,046
                  
                  
                  $
                  37,738
                  
                  
                  $
                  37,738Accounts
      receivable
                  
                  $
                  44,667
                  
                  
                  $
                  44,667
                  
                  
                  $
                  38,626
                  
                  
                  $
                  38,626Accounts
      payable
                  
                  $
                  31,467
                  
                  
                  $
                  31,467
                  
                  
                  $
                  34,713
                  
                  
                  $
                  34,713Senior
      Notes
                  
                  $
                  124,210
                  
                  
                  $
                  101,820
                  
                  
                  $
                  137,656
                  
                  
                  $
                  115,629Other
      debt
                  
                  $
                  8
                  
                  
                  $
                  8
                  
                  
                  $
                  14
                  
                  
                  $
                  14




(22)           Derivatives





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.  These transactions are entered into in accordance
with our 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.  The
Company has determined its hedge programs to be highly effective in offsetting
the changes in fair value or cash flows generated by the items
hedged.





Commodity
Price Risk





For the
majority of our customers, the price they pay for a product includes a metal
charge that represents the previous monthly average COMEX price for metal. For
certain other customers, the metal charge represents the market value of the
copper used in that product as of the date we ship the product to the customer.
Our prior month average COMEX 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 ASC
815, “Derivative and
Hedging”, and beginning the first quarter of 2009, we have provided the
additional disclosures required by the standard. The Company assesses the
effectiveness of the hedges on a monthly basis.





The fair
values of these derivatives are recognized in derivative assets and derivative
liabilities in the Condensed Consolidated Balance Sheets. The net change in the
derivative asset and liability and the underlying amounts are recognized in
Other Comprehensive Income (“OCI”) and reclassified to cost of goods sold when
the related inventory is sold.  Amounts held in OCI are reclassified
to earnings at the point the customer commitments are realized. As of October 4,
2009, the Company had the following outstanding commodity contracts related to
these derivatives:


27





VolumeCommodity
                    
                    (net purchase and (sale)
      contracts)Copper
                    
                    1.5
      million
pounds




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 the price is fixed and the time
the copper is delivered. In order to reduce our market exposure to price
changes, 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 ASC 815, “Derivative and
Hedging”.  The fair values of these derivatives are recognized
in derivative assets and derivative liabilities in the Condensed Consolidated
Balance Sheets. The net change in the derivative asset and liability and the
underlying amounts are recognized in OCI and reclassified to cost of goods sold
when the related inventory is sold.  Amounts held in OCI are
reclassified to earnings at the point the customer commitments are
realized.  As of October 4, 2009, the Company had no outstanding
commodity contracts related to these derivatives.





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 price decreases.
We account for these forward contracts as fair value hedges under ASC 815,
“Derivative and
Hedging”. The fair value of these derivatives is recognized in derivative
assets and derivative liabilities in the Condensed Consolidated Balance Sheets.
The net change in the derivative asset and liabilities and the underlying hedged
amounts are recognized in the Condensed Consolidated Statements of Operations
under cost of goods sold. As of October 4, 2009, the Company had the following
outstanding commodity contracts related to these derivatives:





VolumeCommodity
                      
                      (net purchase and (sale)
      contracts)Copper
                      
                      (1.2)
      million
pounds




In
February 2009 we terminated our silver consignment arrangement and purchased our
silver on the open market.  Consequently, we must purchase and hold
our silver in inventory.  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.  We account for
these forward contracts as fair value hedges under ASC 815, “Derivative and Hedging”. The
fair value of these derivatives is recognized in derivative assets and
derivative liabilities in the Condensed Consolidated Balance Sheets. The net
change in the derivative assets and derivative liabilities and the underlying
hedged amounts are recognized in the Condensed Consolidated Statements of
Operations under cost of goods sold. As of October 4, 2009, the Company had the
following outstanding commodity contracts related to these
derivatives:





VolumeCommodity
                    
                    (net purchase and (sale)
      contracts)Silver
                    
                    (611,159)
      troy ounces





The
Company utilizes futures contract positions for tin, nickel, zinc and copper to
protect the risk of an overall change in the fair value of theses
inventories.  Since these derivatives are not designated as hedging
instruments under ASC 815, “Derivative and Hedgin”g, the
changes in the fair value of these hedges are recognized immediately in cost of
goods sold.  As of October 4, 2009, the Company had the following
outstanding commodity contracts related to these derivatives:





VolumeCommodity
                    
                    (net purchase and (sale)
      contracts)Tin
                    
                    (77,162)
      poundsNickel
                    
                    (52,911)
      pounds




28





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. 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 months. As of October 4, 2009, we had forward
exchange contracts outstanding to sell Euros and British Pounds with a notional
amount of $1.0 million. The estimated fair value of these forward exchange
contracts to sell foreign currency was a gain of $34.0 thousand. The effect of a
10% adverse change in exchange rates would increase the fair value by
approximately $57.7 thousand.





The fair
values of the Company’s derivative instruments as of October 4, 2009 and
December 31, 2008 were as follows:





Asset
      Derivatives
                            
                            Liability
      Derivatives($s
      in millions)
                            
                            October
      4, 2009
                            
                            Ocotber
      4, 2009Derivatives
      designated as hedging
                            
                            Balance
      Sheet
                            
                            
                            
                            Balance
      Sheetinstruments
                            
                            Location
                            
                            Fair
      Value
                            
                            Location
                            
                            Fair
      ValueCommodity
      Contracts:Copper
      - Customer Contracts
                            
                            Derivative
      Asset
                            
                            $
                            0.5
                            
                            Derivative
      Liability
                            
                            $
                            (0.2
                            )Copper
      - Base Inventory
                            
                            Derivative
      Asset
                            
                            
                            0.5
                            
                            Derivative
      Liability
                            
                            
                            (0.3
                            )Silver
      - Base Inventory
                            
                            Derivative
      Asset
                            
                            
                            —
                            
                            Derivative
      Liability
                            
                            
                            (2.1
                            )Total
      derivatives designated as hedging instruments
                            
                            
                            
                            $
                            1.0
                            
                            
                            
                            $
                            (2.6
                            )Derivatives
      not designated as hedging
                            
                            Balance
      Sheet
                            
                            
                            
                            
                            Balance
      Sheetinstruments
                            
                            Location
                            
                            Fair
      Value
                            
                            Location
                            
                            Fair
      ValueCommodity
      Contracts:Copper
                            
                            Derivative
      Asset
                            
                            
                            —
                            
                            Derivative
      Liability
                            
                            
                            (0.1
                            )Total
      derivatives not designated as hedging instruments
                            
                            
                            
                            $
                            —
                            
                            
                            
                            $
                            (0.1
                            )Total
      Derivatives
                            
                            
                            
                            $
                            1.0
                            
                            
                            
                            $
                            (2.7
                            )





Asset
      Derivatives
                                
                                Liability
      Derivatives($s
      in millions)
                                
                                December
      31, 2008
                                
                                December
      31, 2008Derivatives
      designated as hedging
                                
                                Balance
      Sheet
                                
                                
                                
                                Balance
      Sheetinstruments
                                
                                Location
                                
                                Fair
      Value
                                
                                Location
                                
                                Fair
      ValueCommodity
      Contracts:Copper
      - Customer Contracts
                                
                                Derivative
      Asset
                                
                                $
                                —
                                
                                Derivative
      Liability
                                
                                $
                                (4.9
                                )Copper
      - Base Inventory
                                
                                Derivative
      Asset
                                
                                
                                0.2
                                
                                Derivative
      Liability
                                
                                
                                (0.1
                                )Total
      derivatives designated as hedging instruments
                                
                                
                                
                                $
                                0.2
                                
                                
                                
                                $
                                (5.0
                                )Derivatives
      not designated as hedging
                                
                                Balance
      Sheet
                                
                                
                                
                                
                                Balance
      Sheetinstruments
                                
                                Location
                                
                                Fair
      Value
                                
                                Location
                                
                                Fair
      ValueCommodity
      Contracts:Nickel
                                
                                Derivative
      Asset
                                
                                $
                                —
                                
                                Derivative
      Liability
                                
                                $
                                (0.1
                                )Tin
                                
                                Derivative
      Asset
                                
                                
                                0.1
                                
                                Derivative
      Liability
                                
                                
                                —Copper
                                
                                Derivative
      Asset
                                
                                
                                —
                                
                                Derivative
      Liability
                                
                                
                                (0.3
                                )Total
      derivatives not designated as hedging instruments
                                
                                
                                
                                $
                                0.1
                                
                                
                                
                                $
                                (0.4
                                )Total
      Derivatives
                                
                                
                                
                                $
                                0.3
                                
                                
                                
                                $
                                (5.4
                                )





The
effect of derivative instruments on the Condensed Consolidated Statements of
Operations for the quarters ended October 4, 2009 and September 28, 2008 were as
follows:


29





Cash Flow
Hedges


Amount
      of gain or (loss) reclassified fromAmount of gain or (loss) recognized in OCI on
                
                
                
                Accumulated OCI into earnings (effective($s in millions)
                
                derivative (effective portion)
                
                
                
                portion)Location of gain or (loss)reclassified fromDerivatives in cash-flow hedging
                
                
                
                
                
                
                Accumulated OCI into
                
                Three months ended
                
                
                Three months endedrelationships
                
                October 4, 2009 *
                
                
                September 28, 2008
                
                earnings (effective portion)
                
                October 4, 2009
                
                
                September 28, 2008Commodity
      Contracts:Copper
      - Customer Contracts
                
                $
                0.4
                
                
                $
                (0.5
                )
                Cost
      of goods sold
                
                $
                0.3
                
                
                $
                —Copper
      - Future Receipts
                
                
                —
                
                
                
                0.1
                
                Cost
      of goods sold
                
                
                —
                
                
                
                0.3Total
                
                $
                0.4
                
                
                $
                (0.4
                )
                
                
                $
                0.3
                
                
                $
                0.3





*The
company expects to recognize these amounts into earnings over the next 12
months.





Amount of gain or (loss) recognized in earningson derivative (ineffective portion and amount($s in millions)
                            
                            
                            
                            excluded from effectiveness testing)Location of gain or (loss) recognizedin earnings on derivative (ineffectiveDerivatives in cash-flow
                            
                            portion and amount excluded from
                            
                            Three months ended
                            
                            
                            Three months endedhedging relationships
                            
                            effectiveness testing)
                            
                            October 4, 2009
                            
                            
                            September 28, 2008Commodity
      Contracts:Copper
      - Customer Contracts
                            
                            Cost
      of goods sold
                            
                            $
                            (0.1
                            )
                            
                            $
                            0.1Total
                            
                            
                            
                            $
                            (0.1
                            )
                            
                            $
                            0.1





Amount of gain or (loss) reclassified fromAmount of gain or (loss) recognized in OCI on
                
                
                
                Accumulated OCI into earnings (effective($s in millions)
                
                derivative (effective portion)
                
                
                
                portion)Location of gain or (loss)reclassified fromDerivatives in cash-flow hedging
                
                
                
                
                
                
                Accumulated OCI into
                
                Nine months ended
                
                
                Nine months endedrelationships
                
                October 4, 2009 *
                
                
                September 28, 2008
                
                earnings (effective portion)
                
                October 4, 2009
                
                
                September 28, 2008Commodity
      Contracts:Copper
      - Customer Contracts
                
                $
                0.4
                
                
                $
                (0.5
                )
                Cost
      of goods sold
                
                $
                (1.4
                )
                
                $
                0.4Copper
      - Future Receipts
                
                
                —
                
                
                
                0.1
                
                Cost
      of goods sold
                
                
                —
                
                
                
                (1.0
                )Total
                
                $
                0.4
                
                
                $
                (0.4
                )
                
                
                $
                (1.4
                )
                
                $
                (0.6
                )





*The
company expects to recognize these amounts into earnings over the next 12
months.





Amount of gain or (loss) recognized in earningson derivative (ineffective portion and amount($s in millions)
                        
                        
                        
                        excluded from effectiveness testing)Location of gain or (loss) recognizedin earnings on derivative (ineffectiveDerivatives in cash-flow
                        
                        portion and amount excluded from
                        
                        Nine months ended
                        
                        
                        Nine months endedhedging relationships
                        
                        effectiveness testing)
                        
                        October 4, 2009
                        
                        
                        September 28, 2008Commodity
      Contracts:Copper
      - Customer Contracts
                        
                        Cost
      of goods sold
                        
                        $
                        (0.6
                        )
                        
                        $
                        0.1Total
                        
                        
                        
                        $
                        (0.6
                        )
                        
                        $
                        0.1




30





Fair Value
Hedges





Amount of gain or (loss) recognized in earningsAmount of gain or (loss) recognized in earnings
                    
                    
                    on derivative (ineffective portion and amount($s in millions)
                    
                    
                    
                    on derivative
                    
                    
                    excluded from effectiveness testing)Location of gain or (loss)Derivatives in fair value
                    
                    recognized in earnings on
                    
                    Three months ended
                    
                    
                    Three months ended
                    
                    
                    Three months ended
                    
                    
                    Three months endedhedging relationships
                    
                    derivative
                    
                    October 4, 2009
                    
                    
                    September 28, 2008
                    
                    
                    October 4, 2009
                    
                    
                    September 28, 2008Commodity
      Contracts:Copper
      - Base Inventory
                    
                    Cost
      of goods sold
                    
                    $
                    (1.3
                    )
                    
                    $
                    (0.3
                    )
                    
                    $
                    (0.2
                    )
                    
                    $
                    0.1Silver
      – Base Inventory
                    
                    Cost
      of goods sold
                    
                    
                    (0.7
                    )
                    
                    
                    1.0
                    
                    
                    
                    0.2
                    
                    
                    
                    0.1Total
                    
                    
                    
                    $
                    (2.0
                    )
                    
                    $
                    0.7
                    
                    
                    $
                    —
                    
                    
                    $
                    0.2





Amount of gain or (loss) recognized in earningsAmount of gain or (loss) recognized in earnings
                    
                    
                    on derivative (ineffective portion and amount($s in millions)
                    
                    
                    
                    on derivative
                    
                    
                    excluded from effectiveness testing)Location of gain or (loss)Derivatives in fair value
                    
                    recognized in earnings on
                    
                    Nine months ended
                    
                    
                    Nine months ended
                    
                    
                    Nine months ended
                    
                    
                    Nine months endedhedging relationships
                    
                    derivative
                    
                    October 4, 2009
                    
                    
                    September 28, 2008
                    
                    
                    October 4, 2009
                    
                    
                    September 28, 2008Commodity
      Contracts:Copper
      - Base Inventory
                    
                    Cost
      of goods sold
                    
                    $
                    (1.9
                    )
                    
                    $
                    (1.9
                    )
                    
                    $
                    (0.1
                    )
                    
                    $
                    0.3Silver
      – Base Inventory
                    
                    Cost
      of goods sold
                    
                    
                    0.3
                    
                    
                    
                    1.2
                    
                    
                    
                    0.2
                    
                    
                    
                    0.3Total
                    
                    
                    
                    $
                    (1.6
                    )
                    
                    $
                    (0.7
                    )
                    
                    $
                    0.1
                    
                    
                    $
                    0.6





Non
Designated Hedges





Amount of gain or (loss) recognized in earnings($s in millions)
                        
                        
                        
                        on derivativeLocation of gain or (loss)Derivatives not designated as
                        
                        recognized in earnings on
                        
                        Three months ended
                        
                        
                        Three months endedhedging instruments
                        
                        derivative
                        
                        October 4, 2009
                        
                        
                        September 28, 2008Commodity Contracts:Nickel
                        
                        Cost
      of goods sold
                        
                        $
                        (0.1
                        )
                        
                        $
                        0.1Tin
                        
                        Cost
      of goods sold
                        
                        
                        —
                        
                        
                        
                        0.1Copper
                        
                        Cost
      of goods sold
                        
                        
                        (0.1
                        )
                        
                        
                        —Total
                        
                        
                        
                        $
                        (0.2
                        )
                        
                        $
                        0.2





Amount of gain or (loss) recognized in earnings($s in millions)
                    
                    
                    
                    on derivativeLocation of gain or (loss)Derivatives not designated as
                    
                    recognized in earnings on
                    
                    Nine months ended
                    
                    
                    Nine months endedhedging instruments
                    
                    derivative
                    
                    October 4, 2009
                    
                    
                    September 28, 2008Commodity
      Contracts:Nickel
                    
                    Cost
      of goods sold
                    
                    $
                    (0.2
                    )
                    
                    $
                    0.3Tin
                    
                    Cost
      of goods sold
                    
                    
                    —
                    
                    
                    
                    (0.2
                    )Copper
                    
                    Cost
      of goods sold
                    
                    
                    (0.4
                    )
                    
                    
                    —Total
                    
                    
                    
                    $
                    (0.6
                    )
                    
                    $
                    0.1





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.


31





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 for the
year ended December 31, 2008, 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
Tube, Inc. is a global manufacturer and distributor of copper and copper alloy
tube, fabricated products, and metal joining products. We currently operate our
seven facilities in the United States, Mexico, China, and Portugal. We also have
distribution operations in the Netherlands and the United States. Our focus is
on custom-engineered, higher value-added tubular products, including fabricated
copper components and metal joining products, which enhance performance and
energy efficiency in many applications, including: commercial and residential
heating, ventilation and air conditioning, refrigeration, home appliances,
industrial equipment, power generation, petrochemicals, and chemical processing.
We believe that we have the broadest product offering of packaged solutions and
cross selling opportunities.





Prior to
the decision to sell Wolverine Tube Canada Inc. (“WTCI”), the Company operated
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 United States,
Mexico, and Portugal and distribution centers in the Netherlands and the United
States. Wholesale Products were commodity-type plumbing and refrigeration tube
products, which were primarily sold to plumbing wholesalers and distributors.
With the sale of our London, Ontario business in July 2008, which primarily
produced wholesale products, and the discontinuance of the production of
wholesale operations at our Decatur, Alabama facility in December of 2007, the
wholesale products segment has been eliminated.





Recapitalization
Plan





On
February 1, 2007, we announced a recapitalization plan which provided
significant 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, for $50.0 million, purchased by The Alpine Group,
Inc. (“Alpine”) and a fund managed by Plainfield Asset Management LLC
(“Plainfield”) on February 16, 2007, pursuant to a Preferred Stock Purchase
Agreement (the “Preferred Stock Purchase Agreement”).  Pursuant to our
recapitalization plan, in August 2007, we commenced a common stock rights
offering which closed on October 29, 2007. Our stockholders purchased
25,444,592 shares of common stock in the rights offering, resulting in gross
proceeds of $28.0 million. Additionally, under the terms of the call option
described in the Preferred Stock Purchase Agreement, Alpine purchased an
additional 4,494 shares of Series A Convertible Preferred Stock on January 25,
2008 for $4.5 million in order to maintain the fully diluted ownership by Alpine
and Plainfield in Wolverine at 55.0%.





We also
pursued a financial restructuring plan with respect to our 10.5% and 7.375%
Senior Notes, our secured revolving credit facility and our receivables sale
facility. In light of market conditions which negatively affected our ability to
execute such a comprehensive refinancing strategy, during 2008, we took certain
actions to be in a position to retire the 7.375% Senior Notes on their maturity
date of August 1, 2008. We extended the maturity of our secured revolving credit
facility and our receivables sale facility to February 19, 2009.  In
February 2008, we sold substantially all of the assets of our STP business for
net proceeds of $22.1 million plus a working capital payment to us of
approximately $2.8 million. In March 2008 we sold 30.0% of our WTS subsidiary
for $9.5 million. On March 20, 2008, Plainfield refinanced $38.3 million of the
7.375% Senior Notes held by it by exchanging them for 10.5% Senior Exchange
Notes due March 28, 2009 and Alpine purchased 10,000 shares of our Series B
Convertible Preferred Stock for $10.0 million, under terms substantially similar
to the Series A Convertible Preferred Stock. On April 21, 2008 we sold our
Booneville, Mississippi facility which was closed in January 2008, for $1.4
million.  In July 2008, we sold our London, Ontario wholesale and
commercial tube business for net proceeds of approximately $41.2
million.  These actions provided the liquidity required to repurchase
or repay the outstanding 7.375% Senior Notes on or before their maturity in
August 2008. On February 29, 2008, we repurchased $12.0 million in face amount
of our 7.375% Senior Notes at a discount below the face value of the notes, and
on April 8, 2008 we repurchased an additional $25.0 million in face amount of
our 7.375% Senior Notes, also at a discount below the face value of the notes,
leaving $61.4 million in face amount of our 7.375% Senior Notes, which we paid
at maturity on August 1, 2008.  On September 15, 2008 we sold an
additional 20% of our WTS subsidiary, raising $10.1
million.


32


On
February 26, 2009, we announced the commencement of an offer (the “Exchange
Offer”) to each of the holders of our 10.5% Senior Notes and our 10.5% Senior
Exchange Notes due April 1, 2009 and March 28, 2009, respectively, to exchange
these notes for new notes in order to refinance those maturities. The Exchange
Offer was successfully consummated on April 28, 2009, when we issued $121.6
million aggregate principal amount of our 15% Senior Secured Notes due March
2012 (the “Senior Secured Notes”) pursuant to an indenture, dated as of April
28, 2009, among the Company, the subsidiary guarantors named therein and U.S.
Bank National Association, as trustee and collateral agent (the
“Indenture”).  As security for the performance of our obligations
under the Indenture, we entered into a Guarantee and Collateral Agreement, dated
as of April 28, 2009, with the subsidiary guarantors and the collateral
agent.  As part of the Exchange Offer, holders of approximately $83.3
million in principal amount of our 10.5% Senior Notes due 2009 and the $38.3
million in principal amount of our 10.5% Senior Exchange Notes due 2009
exchanged such notes for our Senior Secured Notes.  As a result of the
successful completion of the Exchange Offer, we have approximately $121.6
million in aggregate principal amount of Senior Secured Notes outstanding and
all of the 10.5% Senior Notes and 10.5% Senior Exchange Notes due 2009 have been
exchanged or retired.





The
Senior Secured Notes will mature on March 31, 2012.  We will pay
interest on the Senior Secured Notes at 15% per annum until maturity, of which
10% is payable in cash and 5% is payable by issuing additional Senior Secured
Notes (“PIK Notes”); provided however, that (a) if the outstanding principal
amount of Senior Secured Notes at the close of business on March 31, 2010
exceeds $90 million, the interest rate will increase to 16%, of which 10% will
be payable in cash and 6% will be payable in PIK Notes, and (b) if the
outstanding principal amount of Senior Secured Notes at the close of business on
March 31, 2011 exceeds $60 million, the interest rate will increase to 17%, of
which 10% will be payable in cash and 7% will be payable in PIK
Notes.  We will pay interest semiannually on March 31 and September 30
of each year, commencing September 30, 2009.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.





The
Senior Secured Notes are secured on a first-priority basis by substantially all
of our assets and those of the subsidiary guarantors and will rank pari passu in
right of payment with all of our existing and future senior indebtedness and
senior in right of payment to all of our future subordinated indebtedness, if
any.  The Guarantee and Collateral Agreement provides for the
unconditional guarantee by the subsidiary guarantors of the payment of the
principal and interest on the Senior Secured Notes and the performance by us of
all other obligations under the Indenture.





At any
time and from time to time, we may redeem all or a part of the Senior Secured
Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, on the Senior Secured Notes redeemed to the applicable redemption date,
subject to the rights of holders on the relevant record date to receive interest
on the relevant interest payment date.  Unless we default in the
payment of the redemption price, interest will cease to accrue on the Senior
Secured Notes or portions thereof called for redemption on the applicable
redemption date.  Under the Indenture, we are not required to make
mandatory redemption or sinking fund payments with respect to the Senior Secured
Notes; provided however, that if the Company grants any liens to lenders under a
credit agreement, we will issue a notice of redemption to redeem an amount of
Senior Secured Notes equal to 55% of “eligible NAFTA inventory” and “eligible
NAFTA accounts receivable” (in each case as such terms are defined in such
credit agreement).  A notice of redemption will be delivered
immediately prior to or concurrently with the closing of such credit
agreement.





The
Indenture contains covenants that limit the ability of the Company and our
subsidiaries to incur additional indebtedness; pay dividends or distributions
on, or redeem or repurchase capital stock; make investments; issue or sell
capital stock of subsidiaries; engage in transactions with affiliates; create
liens on assets; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; consolidate, merge or transfer all
or substantially all of its assets and the assets of its subsidiaries; and
engage in sale/leaseback transactions.





Results
of Operations





The
following discussion summarizes the significant factors affecting the
consolidated operating results of the Company for the three and nine months
ended October 4, 2009 and September 28, 2008.  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 for the year ended
December 31, 2008.


33





Executive
Summary





·
            Net
      sales for the quarter ended October 4, 2009 were $118.0 million compared
      to $231.0 million for the quarter ended September 28, 2008. The 48.9%
      decrease in sales year over year was the result of a 22.5% decrease in the
      average COMEX price for copper in 2009 compared to 2008 and the impact of
      decreasing demand in the appliance markets and in the air conditioning
      markets, both domestically and
internationally.




·
            The
      number of pounds shipped decreased to 30.2 million pounds during the third
      quarter, a 31.0% decrease in 2009 from the same period in the previous
      year reflecting the declining markets due to overall economic
      uncertainties.




·
            Gross
      profit for the third quarter of 2009 was $3.1 million compared to $8.8
      million for the third quarter of 2008. Gross profit as a percentage of
      sales decreased to 2.6% compared to 3.8% for the same quarter of 2008.
      Gross profit was adversely affected by lower overall volumes, including
      significantly lower volumes for certain higher value-added products which
      historically have higher gross
margins.




·
            The
      net loss applicable to common stockholders for quarter ended October 4,
      2009 was $10.7 million compared to a net loss of $27.1 million for the
      quarter ended September 28, 2008.  The 48.9% decrease in sales
      and resulting lower gross margins were the major drivers for the loss in
      2009. The loss in 2008 included a $44.0 million goodwill impairment
      adjustment partially offset by gains from the sale of our Montreal, Quebec
      facility and the sale of an equity interest in Wolverine Tube Shanghai
      (“WTS”).




·
            On
      February 26, 2009, the Company announced the commencement of an Exchange
      Offer to each of the holders of its 10.5% Senior Notes and its 10.5%
      Senior Exchange Notes due 2009 for new notes due 2012. On April 28, 2009,
      the Company successfully completed the Exchange Offer with respect to
      $83.3 million in aggregate principal amount of the 10.5% Senior Notes,
      representing 84% of the outstanding 10.5% Senior Notes of $99.4
      million.  Including the $38.3 million in principal amount of the
      10.5% Senior Exchange Notes, holders of $121.6 million, or 88%, of the
      Company’s $137.7 million 10.5% Senior Notes and 10.5% Senior Exchange
      Notes agreed to exchange their notes for the 15% Senior Secured Notes due
      2012. The Company redeemed $16.1 million of the 10.5% Senior Notes and
      paid a 3% exchange fee to holders of the 10.5% Senior Notes and 10.5%
      Senior Exchange Notes that exchanged their notes for the 15% Senior
      Secured Notes.




For
the Three Months Ended October 4, 2009, Compared with the Three Months Ended
September 28, 2008:





For the three months ended
                  
                  
                  Increase
                  
                  
                  % Increase(In thousands, except for percentages)
                  
                  October 4, 2009
                  
                  
                  September 28, 2008
                  
                  
                  (Decrease)
                  
                  
                  (Decrease)Total
      Pounds Shipped
                  
                  
                  30,155
                  
                  
                  
                  43,728
                  
                  
                  
                  (13,573
                  )
                  
                  
                  (31.0
                  )%





Total
pounds shipped decreased by 31.0% in 2009 compared to the same quarter of 2008
due to overall economic uncertainties, lower demand in domestic and
international air conditioning markets and decreased demand in domestic
appliance markets.





For the three months ended
                  
                  
                  Increase
                  
                  
                  % Increase(In thousands, except for percentages)
                  
                  October 4, 2009
                  
                  
                  September 28, 2008
                  
                  
                  (Decrease)
                  
                  
                  (Decrease)Net
      Sales
                  
                  $
                  117,962
                  
                  
                  $
                  231,048
                  
                  
                  $
                  (113,086
                  )
                  
                  
                  (48.9
                  )%





The 48.9%
decrease in net sales for the third quarter of 2009 as compared to the same
quarter of 2008 resulted from the 31.0% decrease in pounds shipped, changes in
mix reflecting lower volumes of certain higher value-added products, and a 22.5%
decrease in the price of copper year over year.  As a result of the
decrease in copper prices and changes in product mix, our per unit selling price
for the quarter ended October 4, 2009 was $3.91 compared to $5.28 for the
quarter ended September 28, 2008.





For the three months ended
                    
                    
                    Increase
                    
                    
                    % Increase(In thousands, except for percentages)
                    
                    October 4, 2009
                    
                    
                    September 28, 2008
                    
                    
                    (Decrease)
                    
                    
                    (Decrease)Gross
      Profit
                    
                    $
                    3,107
                    
                    
                    $
                    8,799
                    
                    
                    $
                    (5,692
                    )
                    
                    
                    (64.7
                    )%





Gross
profit was adversely affected by overall lower volumes due to decreased demands
for air conditioning and appliance products which lowered our volume at several
locations and the negative impact on gross profit from lower volumes on higher
value-added products.


34





Selling,
general and administrative expenses of $5.5 million for the quarter ended
October 4, 2009 were $0.2 million less than the quarter ended September 28,
2008. Continued reductions in the corporate general and administration burden
contributed to the decrease in expenses for the third quarter of
2009.





Net gain
on divestitures recorded in the third quarter of 2008 of $21.7 million reflects
gains of $7.6 million related to the sale of a 30.0% equity interest in WTS to
The Wieland Group (“Wieland”) and a $14.1 million gain from the sale of our
Montreal, Quebec facility.  No divestitures were recorded in the third
quarter of 2009.





Restructuring
and impairment charges for the quarter ended October 4, 2009 of $1.7 million
were $1.4 million more than the $0.3 million expense for the same quarter of
2008.  The $1.7 million expenses for the 2009 quarter included
severance charges of $0.9 million in connection with our continued SG&A
restructuring effort, a $0.2 million impairment of assets at our Monterrey,
Mexico facility, $0.4 million related to realigning operations at our Monterrey,
Mexico facility, and $0.2 million related to previously closed facilities. The
restructuring expenses of $0.3 million in the third quarter of 2008 related
primarily to the actions at our Decatur, Alabama and Booneville, Mississippi
facilities.





Net
interest expense for the quarter ended October 4, 2009 was $4.4 million compared
to interest expense of $4.0 million for the third quarter of
2008.  Interest expense on our Senior Notes increased by $0.2 million
due to the 10.5% Senior Notes and 10.5% Senior Exchange Notes being exchanged
for 15% Senior Secured Notes on April 28, 2009.  Additionally, there
was a $0.2 million reduction in interest income in 2009 versus
2008.  During the third quarter of 2008, interest income was generated
from funds invested as a result of the influx of cash from our recapitalization
plan in 2008.





Non-controlling
interest for the quarter ended September 28, 2008 of $0.3 million reflects the
earnings of the 30.0% equity interest in WTS, which was purchased by Wieland
effective March 14, 2008.





Equity in
earnings of unconsolidated subsidiary for the quarter ended October 4, 2009 of
$0.7 million represents our 50.0% equity investment in WTS. Wieland purchased an
additional 20.0% equity interest in WTS on September 15, 2008, bringing their
ownership interest to 50.0%, at which time we began recording our investment in
WTS using the equity method. Earnings for the third quarter of 2008 were $0.1
million.





We
recorded a net tax benefit of $0.5 million for the quarter ended October 4, 2009
as compared with a net tax benefit of $0.8 million for the same period in
2008.  The tax benefit in 2009 reflects a reduction in U.S. deferred
taxes associated with withholding taxes on foreign dividends offset by taxes
accrued in foreign entities where we had taxable income for the quarter and an
increase in accruals in Canada. Tax expense in 2008 reflects taxes accrued in
foreign entities where we had taxable income for the quarter. The net tax
benefit from the pretax loss in the U.S. was offset by an increase in our
valuation allowance and therefore no other tax expense was recorded during the
nine months ended September 28, 2008.





Dividends
accrued on our Series A and Series B Convertible Preferred Stock were $2.2
million for the quarter ended October 4, 2009 versus $2.0 million during the
quarter ended September 28, 2008.  The increase in the dividends was
due in part to the additional shares of preferred stock purchased by Alpine in
2008. Dividends on the preferred stock are cumulative at an initial annual rate
of 8.0% as to the Series A Convertible Preferred Stock and 8.5% as to the Series
B Convertible Preferred Stock, subject to dividend rate adjustments as described
below.





We are
entitled to defer dividends on the preferred stock to the extent that we do not
have cash or financing available to us to cover the full quarterly dividend
amount in compliance with our contractual obligations. With respect to the
Series A Convertible Preferred Stock, any deferred dividend will accrue at an
annual rate of 10.0% if the dividend payment date is before January 31, 2012 and
at an annual rate of 12.0% per annum if the dividend payment date is on or after
January 31, 2012. Any deferred dividend with respect to the Series B Convertible
Preferred Stock will accrue at an annual rate of 10.5% if the dividend payment
date is before January 31, 2012 and at an annual rate of 12.5% per annum if the
dividend payment date is on or after January 31, 2012. Furthermore, the dividend
rate on both the Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock is subject to additional adjustment, as provided below, as long
as certain conditions are not satisfied. Due to restrictions on cash available
to pay preferred stock dividends imposed by the Indentures governing our 10.5%
Senior Notes and recently issued Senior Secured Notes, we have deferred $12.0
million in preferred stock dividends that accrued through the period ended
October 4, 2009, as reflected in the Condensed Consolidated Balance Sheets in
accrued dividends.





In
addition, if at any time after June 16, 2007, with respect to the Series A
Convertible Preferred Stock, or June 30, 2008 with respect to the Series B
Convertible Preferred Stock, the shares of common stock into which the
applicable series of preferred stock is convertible are not registered for
resale under the Securities Act of 1933, then the dividend rate on the
applicable series of preferred stock will increase by 0.5% for each quarter in
which this condition remains unsatisfied, up to a maximum increase of 2.0%. Due
to certain restrictions imposed under the federal securities laws upon the
amount of our securities that may be registered for resale by the preferred
stockholders, as affiliates of Wolverine, we continue to be unable to satisfy
the resale condition applicable to both the Series A Convertible Preferred Stock
and Series B Convertible Preferred Stock. We do not currently have a
registration statement on file for such resale. As a result, if such resale
condition continues to be unsatisfied, the maximum dividend rate on the Series A
Convertible Preferred Stock will rise to 12.0% prior to January 31, 2012 or
14.0% on or after January 31, 2012 and on the Series B Convertible Preferred
Stock will rise to 12.5% prior to January 31, 2012 and 14.5% on or after January
31, 2012. As of October 4, 2009, we are accruing dividends at the maximum rate
permitted prior to January 31, 2012 on the Series A Convertible Preferred Stock
at 12.0% and the Series B Convertible Preferred Stock at 12.5%.


35




The net
loss applicable to common shares in the third quarter of 2009 was $10.7 million,
or a loss of $0.26 per common share, compared with a net loss of $27.1 million,
or a loss of $0.68 per common share for the third quarter of 2008.





For
the Nine Months Ended October 4, 2009, Compared with the Nine Months Ended
September 28, 2008:





For the nine months ended
                  
                  
                  Increase
                  
                  
                  % Increase(In thousands, except for percentages)
                  
                  October 4, 2009
                  
                  
                  September 28, 2008
                  
                  
                  (Decrease)
                  
                  
                  (Decrease)Total
      Pounds Shipped
                  
                  
                  93,716
                  
                  
                  
                  130,870
                  
                  
                  
                  (37,154
                  )
                  
                  
                  (28.4
                  )%





Total
pounds shipped decreased by 28.4% in the nine months of 2009 compared to the
same period of 2008 due to lower demand in domestic and international air
conditioning markets and decreased demand in domestic appliance
markets.





For the nine months ended
                  
                  
                  Increase
                  
                  
                  % Increase(In thousands, except for percentages)
                  
                  October 4, 2009
                  
                  
                  September 28, 2008
                  
                  
                  (Decrease)
                  
                  
                  (Decrease)Net
      Sales
                  
                  $
                  341,144
                  
                  
                  $
                  678,018
                  
                  
                  $
                  (336,874
                  )
                  
                  
                  (49.7
                  )%





The 49.7%
decrease in net sales for the nine months ended October 4, 2009 as compared to
the same period of 2008 resulted from the 28.4% decrease in pounds shipped and a
40.8% decrease in the price of copper year over year.  As a result of
the decrease in copper prices, our per unit selling price for the nine months
ended October 4, 2009 was $3.64 compared to $5.18 for the nine months ended
September 28, 2008.





For the nine months ended
                  
                  
                  Increase
                  
                  
                  % Increase(In thousands, except for percentages)
                  
                  October 4, 2009
                  
                  
                  September 28, 2008
                  
                  
                  (Decrease)
                  
                  
                  (Decrease)Gross
      Profit
                  
                  $
                  11,264
                  
                  
                  $
                  27,744
                  
                  
                  $
                  (16,480
                  )
                  
                  
                  (59.4
                  )%





Gross
profit was adversely affected by overall lower volumes due to decreased demands
for air conditioning and appliance products which lowered our volume at several
locations and the negative impact on gross profit from lower volumes on higher
value-added products.





Selling,
general and administration expenses of $18.0 million for the nine months ended
October 4, 2009 were $0.8 million less than the nine months ended September 28,
2008, reflecting the continued reductions in the corporate general and
administration burden offset by increased legal fees associated primarily with
our recent refinancing efforts.





Net gain
on divestitures recorded in the nine months of 2008 of $26.7 million reflects
the $12.6 million gain on the sale of a 50.0% equity interest in WTS to Weiland
and a $14.1 million gain from the sale of our Montreal, Quebec
facility.  No divestitures were recorded in the same period of
2009.





Restructuring
and impairment charges for the nine months ended October 4, 2009 of $3.2 million
were $2.2 million less than the same period of 2008.  The $3.2 million
expense for the nine month period of 2009 included severance charges of $1.6
million in connection with our continued SG&A restructuring effort, a $0.2
million impairment of assets at our Monterrey, Mexico facility, $0.7 million
related to realigning operations at our Monterrey, Mexico facility and $0.7
million associated with previously closed facilities. Restructuring expenses of
$5.4 million during the nine month period ended September 28, 2008 included a
$0.4 million non-cash write down of the fair value to the sale price of the
Booneville, Mississippi assets held for sale, $3.7 million related to the
Decatur, Alabama and Booneville, Mississippi facilities and the reduction of
corporate general and administration burden, and $1.3 million related to the
closure of our Jackson, Tennessee and Montreal Quebec manufacturing facilities
and the relocation our U.S wholesale warehouse into the Decatur, Alabama
facility.





Net
interest expense of $12.4 million for the nine months ended October 4, 2009
decreased by $1.4 million from the $13.8 million for the nine month period of
2008.  Interest on our Senior Notes was reduced by $2.2 million due
primarily to the 7.375% Senior Notes being paid in August of
2008.  This was offset by a $0.8 million reduction in interest income
in 2009.  During the first nine months of 2008, interest income was
generated from funds invested as a result of the influx of cash from our
recapitalization plan in 2008.


36





During
the nine months ending October 4, 2009, we recognized a $3.6 million loss on the
extinguishment of debt related to the Exchange Offer that was successfully
completed on April 28, 2009.  This loss represents the 3% exchange fee
that was paid to holders of the 10.5% Senior Notes and 10.5% Senior Exchange
Notes that exchanged their notes for the 15% Senior Secured Notes.





Non-controlling
interest for the nine months ended September 28, 2008 of $0.5 million reflects
the earnings of the 30.0% equity interest in WTS, which was purchased by Wieland
effective March 14, 2008.





Equity in
earnings of unconsolidated subsidiary for the nine months ended October 4, 2009
of $1.3 million compared to $0.1 million for the nine months ended September 28,
2008.  Equity in earnings of unconsolidated subsidiary represents our
50.0% equity investment in WTS. Wieland purchased an additional 20.0% equity
interest in WTS on September 15, 2008, bringing their ownership interest to
50.0%, at which time we began recording our investment in WTS using the equity
method.





A net tax
expense of $0.1 million was recorded for the nine months ended October 4, 2009
compared to a net tax expense of $1.0 million for the nine months ended
September 28, 2008.  Tax expense in 2009 reflects taxes accrued in
foreign entities where we had taxable income for the period, an increase in
accruals in Canada, and a reduction in U.S. deferred taxes associated with
withholding taxes on foreign dividends. Tax expense in 2008 reflects taxes
accrued in foreign entities where we had taxable income for the
period.





Dividends
accrued on our Series A and Series B Convertible Preferred Stock were $6.5
million for the nine months ended October 4, 2009 versus $4.8 million during the
nine months ended September 28, 2008.  The increase in the dividends
was due in part to the additional shares of preferred stock purchased by Alpine
during the nine months ended September 28, 2008. Dividends on the preferred
stock are cumulative at an initial annual rate of 8.0% as to the Series A
Convertible Preferred Stock and 8.5% as to the Series B Convertible Preferred
Stock, subject to dividend rate adjustments as described below.





We are
entitled to defer dividends on the preferred stock to the extent that we do not
have cash or financing available to us to cover the full quarterly dividend
amount in compliance with our contractual obligations. With respect to the
Series A Convertible Preferred Stock, any deferred dividend will accrue at an
annual rate of 10.0% if the dividend payment date is before January 31, 2012 and
at an annual rate of 12.0% per annum if the dividend payment date is on or after
January 31, 2012. Any deferred dividend with respect to the Series B Convertible
Preferred Stock will accrue at an annual rate of 10.5% if the dividend payment
date is before January 31, 2012 and at an annual rate of 12.5% per annum if the
dividend payment date is on or after January 31, 2012. Furthermore, the dividend
rate on both the Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock is subject to additional adjustment, as provided below, as long
as certain conditions are not satisfied. Due to restrictions on cash available
to pay preferred stock dividends imposed by the Indentures governing our 10.5%
Senior Notes and recently issued Senior Secured Notes, we have deferred $12.0
million in preferred stock dividends that accrued through the period ended
October 4, 2009, as reflected in the Condensed Consolidated Balance Sheets in
accrued dividends.





In
addition, if at any time after June 16, 2007, with respect to the Series A
Convertible Preferred Stock, or June 30, 2008 with respect to the Series B
Convertible Preferred Stock, the shares of common stock into which the
applicable series of preferred stock is convertible are not registered for
resale under the Securities Act of 1933, then the dividend rate on the
applicable series of preferred stock will increase by 0.5% for each quarter in
which this condition remains unsatisfied, up to a maximum increase of 2.0%. Due
to certain restrictions imposed under the federal securities laws upon the
amount of our securities that may be registered for resale by the preferred
stockholders, as affiliates of Wolverine, we continue to be unable to satisfy
the resale condition applicable to both the Series A Convertible Preferred Stock
and Series B Convertible Preferred Stock. We do not currently have a
registration statement on file for such resale. As a result, if such resale
condition continues to be unsatisfied, the maximum dividend rate on the Series A
Convertible Preferred Stock will rise to 12.0% prior to January 31, 2012 or
14.0% on or after January 31, 2012 and on the Series B Convertible Preferred
Stock will rise to 12.5% prior to January 31, 2012 and 14.5% on or after January
31, 2012. As of October 4, 2009, we are accruing dividends at the maximum rate
permitted prior to January 31, 2012 on the Series A Convertible Preferred Stock
at 12.0% and the Series B Convertible Preferred Stock at 12.5%.





The net
loss applicable to common shares in the first nine months of 2009 was $35.8
million, or a loss of $0.88 per common share, compared with a net loss of $40.1
million, or a loss of $1.00 per common share in for the same period of
2008.





Liquidity
and Capital Resources





The
following table presents selected information concerning our financial
condition:


37





(In
      thousands)
                  
                  October 4, 2009
                  
                  
                  December 31, 2008Cash
      and Cash Equivalents
                  
                  $
                  23,434
                  
                  
                  $
                  33,537Working
      Capital*
                  
                  $
                  53,790
                  
                  
                  $
                  46,282Total
      Debt
                  
                  $
                  124,218
                  
                  
                  $
                  137,670Current
      Ratio*
                  
                  
                  2.32
                  
                  
                  
                  1.84







*
Excludes cash, restricted cash and debt





Overview
and Outlook





Strategically,
our objective is to strengthen and reposition the Company by concentrating on
improving its competitiveness, operating performance and customer service, and
by becoming a leading supplier of value added solutions and products in systems
that require high performance and energy efficient heat transfer and
cooling.





We paid
our 7.375% Senior Notes when they matured on August 1, 2008 and refinanced our
10.5% Senior Notes and 10.5% Senior Exchange Notes on April 28, 2009 through an
Exchange Offer as described in Note 8, Financing Arrangements and
Debt, in the Notes to the Condensed Consolidated Financial Statements
included in this Form 10-Q.





See the
discussion of risks related to our liquidity under Risk Factors in our Form 10-K
for the year ended December 31, 2008 and in our Form 10-Q for the period ended
April 5, 2009.





Sources
of Liquidity





Subsequent
to the Exchange Offer, our sources of liquidity are cash and cash equivalents
(approximately $15.0 million of unrestricted domestic cash as of the closing of
the Exchange Offer), cash provided by operations and amounts available from our
foreign subsidiaries. We do not currently have domestic liquidity facilities in
place as they were terminated on the maturity date of February 19, 2009. Future
funding requirements with respect to our liquidity requirements could
vary from the Company’s current estimates and could affect our ability to
generate sufficient cash flow to meet our obligations and sustain our operations
which raises substantial doubt about our ability to continue as a going concern.
Management’s plans concerning these matters are also discussed in Note 1, Basis of Reporting for Interim
Financial Statements, to the Condensed Consolidated Financial
Statements.





Cash and cash equivalents.For the nine months ending October 4, 2009, we had a net decrease in cash
and cash equivalents of $10.1 million from December 31, 2008.  Cash
was provided primarily from the decrease in restricted cash of $29.7 million,
$1.2 million refund of escrow associated with the sale of STP and a $2.8 million
dividend from our unconsolidated subsidiary.  Increases in cash were
more than offset by cash used to purchase $16.1 million of 10.5% Senior Notes,
$8.3 million used to pay interest on the 10.5% Senior Notes and 10.5% Senior
Exchange Notes, $3.6 million used to pay financing fees related to the Exchange
Offer, $5.1 million used to pay interest on the 15.0% Senior Secured Notes, and
cash used in operating activities of $5.4 million, cash used in investing
activities of $4.2 million, cash used for other financing activities of $0.9
million and a $0.2 million effect of exchanges rates on cash and cash
equivalents.





Restricted
cash.Our liquidity is affected by restricted cash balances,
which are included in current assets and are not available for general corporate
use.  Restricted cash as of October 4, 2009 and December 31, 2008 was
$8.0 million and $37.7 million, respectively.  Restricted cash at
October 4, 2009 included $2.6 million related to deposits for margin calls on
our metal hedge programs, $4.9 million of deposits to cover our insurance
reserves and $0.5 million of other restricted cash
deposits.  Restricted cash at December 31, 2008 included $16.9 million
related to deposits for margin calls on our metal hedge programs, $5.9 million
on deposit to cover our insurance reserves, $14.0 million of deposits to cover
our silver consignment facility and $0.9 million of other restricted cash
deposits. The silver consignment facility was terminated on February 19, 2009
(see Note 8).





Amounts available from our foreign
subsidiaries’ cash and liquidity facilities.Our credit facility in the
Netherlands is available for working capital needs. Our ability to access these
liquidity facilities depends on the amount of available borrowing base and is
subject to our compliance with the terms and conditions of the facility
agreements.





Uses
of Liquidity





Prior to
the Exchange Offer, our significant uses of cash were the purchase of our
previously leased silver inventory on April 28, 2009, the redemption of our
$16.1 million of 10.5% Senior Notes and the payment of  interest and
fees associated with the Exchange Offer.  Our primary uses of
liquidity for the balance of 2009 is expected to consist of normal operating
activities, capital and restructuring expenditures of approximately $0.9 million
and interest on our Senior Secured Notes.


38





Redemption of
notes.On February 26, 2009, we announced the commencement of
the Exchange Offer to each of the holders of our 10.5% Senior Exchange Notes and
our 10.5% Senior Notes due March 28, 2009 and April 1, 2009, respectively, to
exchange these notes for new Senior Secured Notes in order to refinance those
maturities.  The Exchange Offer was successfully consummated on April
28, 2009.  $83.3 million of the 10.5% Senior Notes and $38.3 million
of the 10.5% Senior Exchange Notes were exchanged for new Senior Secured
Notes.  The remaining $16.1 million of 10.5% Senior Notes were repaid
on April 28, 2009.





Purchase of silver from funds
securing our consignment facility.On February 16, 2007 we entered
into a silver consignment facility with HSBC Bank USA N.A. (“HSBC”). The
consignment of silver to us by HSBC under the consignment facility was
conditioned on HSBC’s prior receipt and the continued effectiveness of letters
of credit in an aggregate amount such that the value of all outstanding
consigned silver under the consignment facility is not more than 85% of the
aggregate undrawn face amount of the letters of credit. The facility terminated
on February 19, 2009 and HSBC drew $13.5 million on the letters of credit to
cover the cost of the consigned silver that we simultaneously purchased. The
$1.2 million balance of the letters of credit was refunded to us by
Wachovia.





Exchange Offer interest and fees
paid. On April 28, 2009 we paid $8.3 million in accrued interest and $3.6
million in exchange fees related to the successfully consummated Exchange
Offer.





Cash used by
operations.Cash used for operations in the first nine months
of 2009 was $18.8 million compared to $38.2 million in the same period of
2008.





Capital
expenditures.In the nine month period ended October 4, 2009,
capital expenditures totaled $4.4 million compared to $3.1 million for the same
period of 2008. Capital expenditures include asset replacement, environmental
and safety compliance, cost reduction and productivity improvement items.
Projected capital expenditures for the remainder of 2009 are $0.9
million.





Interest on our notes. On
April 28, 2009, we paid interest of $2.3 million on our 10.5% Senior Exchange
Notes and $6.0 million on our 10.5% Senior Notes.  In addition, $5.1
million was paid on September 30, 2009, which represents the 10% cash interest
portion of the 15% Senior Secured Notes.





Funding of pension
obligations. In February 2009, the Pension Benefit Guaranty Corporation
(the “PBGC”) advised the Company that it may be required to accelerate funding
of certain pension related obligations as a result of the closure and/or
sale of certain operations of the Company.  The PBGC has not made a
final determination of the amount or timing of any payments.  Since
February 2009, the Company and the PBGC have been engaged in discussions
regarding this matter. Based upon these discussions and in consultation with
special counsel, the Company believes it is reasonably possible that the matter
will ultimately be resolved through an agreement with the PBGC to fund an amount
to be determined and paid in the future.  The Company believes any
such agreement would result in accelerated funding of the already accrued
pension obligations. Accordingly, no additional pension accrual is required at
October 4, 2009 or December 31, 2008 since the amount and timing of additional
contributions, if any, cannot be reasonably estimated.





Off-Balance
Sheet Arrangements





We had no
off-balance sheet arrangements as of October 4, 2009 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





On
February 19, 2009, we terminated our domestic liquidity facilities (receivables
sale facility, revolving credit facility and silver consignment facility) in
accordance with the terms and on the maturity date of those
facilities.  Currently we do not have any other liquidity facilities
in place in North America.  We do have a liquidity facility available
to use as needed in the Netherlands.  The terms and conditions of the
Company’s Senior Secured Notes have a provision that allows the Company to
secure credit facilities under certain conditions prescribed in the Indenture
thereto.





Environmental
Matters





We are
subject to extensive environmental regulations imposed by federal, state,
provincial and local authorities in the U.S., Canada, China, Portugal and Mexico
with respect to emissions to air, discharges to waterways, and the generation,
handling, storage, transportation, treatment and disposal of waste materials. We
have received various communications from regulatory authorities concerning
certain environmental responsibilities.  There were no significant or
material changes to report from prior periods.





We have
accrued undiscounted estimated environmental remediation costs of $9.4 million
at October 4, 2009, consisting of $8.6 million for the Decatur facility and $0.8
million for the Ardmore facility. Based on information currently available, we
believe that the costs of 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 environmental matters could differ materially
from the amounts we estimated and accrued at October 4, 2009 and could result in
additional exposure if these environmental matters are not resolved as
anticipated.


39





Critical
Accounting Policies





As of
October 4, 2009, the Company’s significant accounting policies, which are
described in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008, have not materially changed  from December 31,
2008, except for the following:





On July
1, 2009, the Financial Accounting Standards Board (“FASB”)’s  Accounting Standards Codification(“ASC”) became the source of authoritative, nongovernmental generally
accepted accounting principles (“GAAP”), except for rules and interpretive
releases of the Securities and Exchange Commission (“SEC”), which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the ASC will become non-authoritative. The
new ASC is effective for financial statements for interim or annual reporting
periods ending after September 15, 2009.  The Company has begun to use
the new guidelines and numbering system prescribed by the ASC when referring to
GAAP in this 3rd quarter
2009 interim report and it will do so in its fiscal 2009 annual
report.  As the ASC was not intended to change or alter existing GAAP,
it will not have any impact on the Company’s consolidated financial results or
financial position.





In March
2008, the Financial Accounting Standards Board (“FASB”) announced it would
require enhanced disclosures about an entity's derivative and hedging
activities, thereby improving the transparency of financial reporting. Entities
are required to provide enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under FASB Accounting Standards Codification (“ASC”)
815, Derivatives and
Hedging, and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows per
the  guidance found in FASB ASC 815. On January 1, 2009, the Company
adopted these new provisions which did not have a material impact on our results
of operations, financial position or cash flows.





In April
2008, the FASB amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under ASC 350, “Intangibles – Goodwill and
Other”. The Company has evaluated the impact of adopting this guidance,
which is effective for fiscal years beginning after December 15, 2008, and
has found it does not have a material impact on our results of operations,
financial position or cash flows.





In June
2008, the FASB’s Emerging Issues Task Force (“EITF”) reached a consensus on
determining whether an instrument (or embedded feature) is indexed to an
entity’s own stock and provided guidance on the determination of whether such
instruments are classified in equity or as a derivative instrument under ASC
815, “Derivatives and
Hedging”.  The Company has evaluated the impact of adopting
this guidance, which is effective for the fiscal year beginning on January 1,
2009, and has found it does not have a material impact on our results of
operations, financial position or cash flows.





In November 2008, the FASB’s EITF
clarified the accounting for certain transactions and impairment considerations
involving equity method investments. The guidance as noted in ASC 323, “Investments”,states that the
accounting for the initial carrying value of equity method investments is to be
based on a cost accumulation model and generally excludes contingent
consideration. Also, other-than-temporary impairment testing by the investor
should be performed at the investment level and a separate impairment assessment
of the underlying assets is not required. An impairment charge by the investee
should result in an adjustment of the investor’s basis of the impaired asset for
the investor’s pro-rata share of such impairment. In addition, the EITF reached
a consensus on how to account for an issuance of shares by an investee that
reduces the investor’s ownership share of the investee. An investor should
account for such transactions as if it had sold a proportionate share of its
investment with any gains or losses recorded through earnings. The Company has
evaluated the impact of adopting these considerations, which are effective for
transactions occurring on or after December 15, 2008, and has found it does not
have a material impact on our results of operations, financial position or cash
flows.





In
December 2008, the FASB provided guidance, as noted in ASC 715, “Expenses”, on an employer’s
disclosures about plan assets of a defined benefit pension or other
postretirement plan. The disclosures about plan assets must be provided for
fiscal years ending after December 15, 2009. The Company has evaluated the
impact of adopting this guidance and has found it does not have a material
impact on our results of operations, financial position or cash
flows.





In April
2009, the FASB began requiring disclosures about the fair value of financial
instruments per ASC 825, “Financial Instrument”, in
interim as well as in annual financial statements.  This requirement
is effective for periods ending after June 15, 2009.  The Company has
evaluated the impact of adopting this requirement and has found it does not have
a material impact on our results of operations, financial position or cash
flows.





On July
5, 2009, the Company adopted FASB’s new general standards of accounting for and
disclosing events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  Specifically,
ASC 855, “Subsequent
Events”, defines: (1) the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, (2) the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial
statements, and (3) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.  Management
has reviewed events occurring through November 17, 2009, the date the financial
statements were issued and no subsequent events occurred requiring accrual or
disclosure other than the anti-dumping duty investigation discussed in Note 11,
Commitments and
Contingencies.


40





Item
4T.             Controls
and Procedures





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of management, including our Principal
Executive Officer (“PEO”) and our Chief Financial Officer (“CFO”), 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 (the “Exchange Act”)) as of the end of the period covered by this
report. Based upon that evaluation, our PEO and CFO have concluded that, as of
the end of the period covered by this report, our disclosure controls and
procedures were effective.




Changes
in Internal Control over Financial Reporting





Based
upon the evaluation performed by our management, which was conducted with the
participation of our PEO and CFO, there has been no change in our internal
control over financial reporting during the third quarter of 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting





PART
II             OTHER
INFORMATION





Item
1A.             Risk
Factors





The
Company has included in its Annual Report on Form 10-K for the year ended
December 31, 2008 and in its Quarterly Report on Form10-Q for the first quarter
of 2009 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
liquidity is affected by the price of raw materials, particularly copper and
silver.





Prices
of copper and silver have increased substantially during
2009.  Continued increases in the price of these raw materials could
have a material adverse effect on our cash flows.





Item
6.                Exhibits




Exhibits10.1
                
                Letter
      Agreement between Wolverine Tube, Inc. and Harold M. Karp, dated August
      20, 2009 (incorporated by reference to exhibit 10.1 to the Company's
      Current Report on Form 8-K, filed on Augut 26, 2009).16.1
                
                Letter
      re: Change in registrants certifying accountant letter from KPMG, LLP to
      Securities and Exchange Commission dated July 30, 2009 (incorporated by
      reference to exhibit 16.1 to the Company's Current Report on Form 8-K,
      filed on July 27,31.1+
                
                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.





+ Filed
herewith




41





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:  November
      17, 2009
              By:
              /s/
      David A. OwenName:    
      David A. OwenTitle:      
      Senior Vice President, Chief Financial Officer and
    Secretary




42