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

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

For the transition period from to .

COMMISSION FILE NUMBER 1-12164

WOLVERINE TUBE, INC.

(Exact name of registrant as specified in its charter)

Delaware	63-0970812
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Clinton Avenue West, Suite 1000
Huntsville, Alabama	35801
(Address of principal executive offices)	(Zip Code)

(256) 353-1310

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES £ 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, 2009
Common 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	3

Item 1. Financial Statements	3

Condensed Consolidated Statements of Operations	3

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Cash Flows	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 4T. Controls and Procedures	41

PART II OTHER INFORMATION	41

Item 1A. Risk Factors	41

Item 6. Exhibits	41

PART I 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, 2008
Net sales	$	117,962		$	231,048		$	341,144		$	678,018
Cost of goods sold		114,855			222,249			329,880			650,274
Gross profit		3,107			8,799			11,264			27,744
Selling, general and administrative expenses		5,531			5,684			18,054			18,865
Net (gain) loss on divestitures		—			(21,711	)		—			(26,715	)
Advisory fees and expenses		2			239			268			791
Goodwill impairment		—			44,000			—			44,000
Restructuring and impairment charges		1,731			345			3,240			5,405
Operating income (loss)		(4,157	)		(19,758	)		(10,298	)		(14,602	)
Other (income) expense:
Interest expense, net		4,394			3,975			12,434			13,775
Amortization expense		62			866			865			2,137
Loss on sale of receivables		—			167			—			374
Loss from extinguishment of debt		—			—			3,647			—
Other, net		(226	)		262			(483	)		22
Income (loss) from continuing operations before non-controlling interest, equity in earnings of unconsolidated subsidiary and income taxes		(8,387	)		(25,028	)		(26,761	)		(30,910	)
Non-controlling interest		—			(266	)		—			(541	)
Equity in earnings of unconsolidated subsidiary		658			138			1,337			138
Income 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			—			781
Net income (loss)		(7,202	)		(23,908	)		(25,520	)		(31,575	)
Accretion of convertible preferred stock		1,255			1,255			3,766			3,766
Preferred stock dividends		2,242			1,951			6,526			4,767
Net income (loss) applicable to common shares	$	(10,699	)	$	(27,114	)	$	(35,812	)	$	(40,108	)

Net income(loss) per common share—Basic and Diluted
Continuing operations	$	(0.26	)	$	(0.68	)	$	(0.88	)	$	(1.01	)
Discontinued operations		—			—			—			0.01
Net 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.

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands except share and per share amounts)	October 4, 2009			December 31, 2008
Assets
Current assets
Cash and cash equivalents	$	23,434		$	33,537
Restricted cash		8,046			37,738
Accounts receivable, net of allowance for doubtful accounts of $428 in 2009 and $392 in 2008		44,667			38,626
Inventories		46,049			53,284
Assets held for sale		—			3,680
Derivative assets		1,006			291
Prepaid expenses and other assets		2,909			5,380
Total current assets		126,111			172,536
Property, plant and equipment, net		55,383			52,004
Intangible assets and deferred charges, net		2,634			2,634
Notes receivable		595			585
Investment in unconsolidated subsidiary		7,909			9,373
Total assets	$	192,632		$	237,132

Liabilities and Accumulated Deficit
Current liabilities
Accounts payable	$	31,467		$	34,713
Accrued liabilities		6,379			13,250
Derivative liabilities		2,670			5,415
Deferred income taxes		325			1,601
Short-term borrowings		8			16,112
Total current liabilities		40,849			71,091
Long-term debt		124,210			121,558
Pension liabilities		46,456			45,552
Postretirement benefits obligation		4,385			4,662
Accrued environmental remediation		9,393			9,628
Accrued dividends		12,003			5,476
Other liabilities		2,981			3,290
Total liabilities		240,277			261,257
Series A Convertible Preferred Stock, stated value $1,000 per share, 90,000 shares authorized; 54,494 shares issued and outstanding as of October 4, 2009 and December 31, 2008		17,674			13,908
Series B Convertible Preferred Stock, stated value $1,000 per share, 25,000 shares authorized; 10,000 shares issued and outstanding as of October 4, 2009 and December 31, 2008		9,700			9,700
Accumulated deficit
Common stock, par value $0.01 per share; 180,000,000 shares authorized; 40,623,736 shares issued and outstanding as of October 4, 2009 and December 31, 2008		406			406
Additional paid-in capital		139,015			142,588
Accumulated 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.

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended
(In thousands)	October 4, 2009			September 28, 2008
Operating Activities
Loss from continuing operations	$	(25,520	)	$	(32,356	)
Income from discontinued operations		—			781
Net (loss)		(25,520	)		(31,575	)
Adjustments to reconcile net (loss) to net cash from operating activities:
Depreciation		4,784			4,809
Amortization		992			2,255
Deferred 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		—			541
Equity in earnings of unconsolidated subsidiary		(1,337	)		(138	)
Impairment of assets and goodwill		250			44,390
Non-cash environmental, restructuring and other charges		248			(5,129	)
Embedded derivative mark to fair value		—			(3	)
Stock compensation expense		187			1,542
Net gain on divestitures		—			(26,715	)
Changes in operating assets and liabilities:
Accounts receivable, net		(5,705	)		(17,755	)
Sale of accounts receivable		—			3,000
Inventories		7,312			342
Income taxes		(441	)		132
Prepaid expenses and other		1,038			3,082
Accounts payable		(3,363	)		10,258
Accrued 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 Activities
Additions to property, plant and equipment		(4,355	)		(3,124	)
Proceeds from sale of assets		316			6,440
Purchase of patents		(159	)		—
Proceeds from sale of interest in Chinese subsidiary		—			19,419
Change in restricted cash		29,692			(8,075	)
Net cash from continuing investing activities		25,494			14,660
Net cash from discontinued investing activities		1,200			62,163
Net cash from investing activities		26,694			76,823
Financing Activities
Financing 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			127
Issuance of preferred stock		—			14,194
Purchase 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			63,303
Cash and cash equivalents at end of period	$	23,434		$	12,811

Supplemental disclosure of cash flow:
Interest paid	$	13,518		$	13,418
Income taxes paid, net	$	1,749		$	1,571

See accompanying notes to the condensed consolidated financial statements.

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.

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%.

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.

(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, 2008
Net Sales	$	—	$	138,692
Income (loss) before income taxes		403		871
Income taxes		—		90
Net income (loss)	$	403	$	781

Net income (loss) per common share - Basic	$	—	$	0.01
Net income (loss) per common share - Diluted	$	—	$	0.01

(6) Inventories

Inventories are as follows:

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

(8) Financing Arrangements and Debt

Long-term debt consists of the following:

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

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

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, 2008
Interest expense - bonds and other	$	4,453		$	4,266		$	12,755		$	14,916
Interest 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, 2008
Interest cost	$	2,412		$	2,438		$	7,236		$	7,314
Expected 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, 2008
Interest cost	$	17	$	17	$	51	$	51
Net 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:

	Three months ended						Nine months ended
(In thousands)	October 4, 2009			September 28, 2008			October 4, 2009			September 28, 2008
Service cost	$	18		$	24		$	52		$	178
Interest cost		69			73			205			586
Amortization 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.

(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, 2008
Net income (loss)	$	(7,202	)	$	(23,908	)	$	(25,520	)	$	(31,575	)
Translation adjustment for financial statements denominated in a
foreign 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			2,663
Comprehensive 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:

	Three months ended						Nine months ended
(In thousands except per share amounts)	October 4, 2009			September 28, 2008			October 4, 2009			September 28, 2008
Basic Earnings (Loss) Per Share
Net income (loss)	$	(7,202	)	$	(23,908	)	$	(25,520	)	$	(31,575	)
Less: accretion of convertible preferred stock		1,255			1,255			3,766			3,766
Less: preferred stock dividends		2,242			1,951			6,526			4,767
Net income (loss) applicable to common stockholders	$	(10,699	)	$	(27,114	)	$	(35,812	)	$	(40,108	)
Income from discontinued operations		—			403			—			781
Net (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		$	—		$	320

Basic weighted average number of common shares (2)		40,624			40,624			40,624			40,624

Basic income (loss) per share – Two-class Method
Continuing operations	$	(0.26	)	$	(0.68	)	$	(0.88	)	$	(1.01	)
Discontinued operations (1)		—			—			—			0.01
Net loss per common share	$	(0.26	)	$	(0.68	)	$	(0.88	)	$	(1.00	)

Diluted Earnings (Loss) Per Share
Net 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			3,766
Plus: preferred stock dividends		2,242			1,951			6,526			4,767
Income (loss) available to common stockholders in addition to assumed conversions	$	(7,202	)	$	(23,908	)	$	(25,520	)	$	(31,575	)
Income (loss) from discontinued operations		—			403			—			781
Net 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		$	—		$	320

Diluted weighted average number of common shares (2)		40,624			40,624			40,624			40,624

Diluted income (loss) per share – Two-class Method
Continuing operations	$	(0.26	)	$	(0.68	)	$	(0.88	)	$	(1.01	)
Discontinued operations		—			—			—			0.01
Net 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:

	Booneville, Mississippi Closing
					Cumulative
	Three months ended		Nine months ended		incurred through
(In thousands)	October 4, 2009		October 4, 2009		October 4, 2009
Major Type Costs

Impair and liquidate current assets	$	—	$	—	$	915
Employee related costs		—		—		156
Post closing cost		—		67		1,662
Fixed asset impairment		—		—		3,049
Total	$	—	$	67	$	5,782

	Decatur, Alabama Reduction

(In thousands)	Three months ended October 4, 2009		Nine months ended October 4, 2009		Cumulative incurred through October 4, 2009
Major Type Costs
Impair and liquidate current assets	$	—	$	—	$	6,517
Employee related costs		2		109		3,140
Environmental remediation		—		—		8,608
Post closing cost		210		550		4,773
Other costs / currency		—		—		759
Fixed asset impairment		—		—		40,134
Total	$	212	$	659	$	63,931

	Monterrey, Mexico Reduction

(In thousands)	Three months ended October 4, 2009		Nine months ended October 4, 2009		Cumulative incurred through October 4, 2009
Major Type Costs
Post closing cost	$	136	$	136	$	136
Impair and liquidate current assets		250		380		380
Employee related costs		249		472		472
Total	$	635	$	988	$	988

	Corporate SG&A Reduction

(In thousands)	Three months ended October 4, 2009		Nine months ended October 4, 2009		Cumulative incurred through October 4, 2009
Major Type Costs
Employee related costs	$	884	$	1,516	$	2,047
Post retirement benefit gain		—		—		(208	)
Other costs / currency		—		10		159
Total	$	884	$	1,526	$	1,998

(In thousands)	Three months ended October 4, 2009		Nine months ended October 4, 2009		Cumulative incurred through October 4, 2009
Grand 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.

(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.

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			Consolidated
Net sales	$	90,420		$	21,816		$	9,444		$	(3,718	)	$	117,962
Cost of goods sold		89,729			20,651			8,193			(3,718	)		114,855
Gross profit		691			1,165			1,251			—			3,107
Selling, general and administrative expenses		4,447			555			529			—			5,531
Advisory fees and expenses		2			—			—			—			2
Restructuring and impairment charges		1,346			385			—			—			1,731
Operating income (loss)		(5,104	)		225			722			—			(4,157	)
Other (income) expense:
Interest (income) expense, net		4,418			(6	)		(18	)		—			4,394
Amortization expense		62			—			—			—			62
Other, 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			—			—			—			658
Income tax benefit (expense)		1,012			(126	)		(359	)		—			527
Net income (loss)		(7,202	)		91			633			(724	)		(7,202	)
Accretion of convertible preferred stock		1,255			—			—			—			1,255
Preferred stock dividends		2,242			—			—			—			2,242
Net income (loss) applicable to common shares	$	(10,699	)	$	91		$	633		$	(724	)	$	(10,699	)

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

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			Consolidated
Net sales	$	244,446		$	67,165		$	35,846		$	(6,313	)	$	341,144
Cost of goods sold		241,328			62,592			32,273			(6,313	)		329,880
Gross profit		3,118			4,573			3,573			—			11,264
Selling, general and administrative expenses		14,983			1,547			1,524			—			18,054
Advisory fees and expenses		256			—			12			—			268
Restructuring and impairment charges		2,599			641			—			—			3,240
Operating income (loss)		(14,720	)		2,385			2,037			—			(10,298	)
Other (income) expense:
Interest (income) expense, net		12,480			(71	)		25			—			12,434
Amortization expense		832			—			33			—			865
Loss from extinguishment of debt		3,647			—			—			—			3,647
Other, 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 and income taxes		(28,777	)		2,503			6,658			(7,145	)		(26,761	)
Equity in earnings of unconsolidated subsidiary		1,337			—			—			—			1,337
Income 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			—			—			—			3,766
Preferred stock dividends		6,526			—			—			—			6,526
Net income (loss) applicable to common shares	$	(35,812	)	$	1,478		$	5,667		$	(7,145	)	$	(35,812	)

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

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Balance Sheets

October 4, 2009

(Unaudited)

							Non-
				Subsidiary			Guarantor
(In thousands)	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	17,292		$	—		$	6,142		$	—		$	23,434
Restricted cash		7,807			—			239			—			8,046
Accounts receivable, net		31,717			8,779			4,171			—			44,667
Inventories		19,662			19,162			7,225			—			46,049
Derivative assets		1,006			—			—			—			1,006
Prepaid expenses and other assets		1,623			872			414			—			2,909
Total current assets		79,107			28,813			18,191			—			126,111
Property, plant and equipment, net		28,292			13,511			13,580			—			55,383
Intangible assets and deferred charges, net		2,593			—			41			—			2,634
Notes receivable		—			—			595			—			595
Investment in unconsolidated subsidiary		7,909			—			—			—			7,909
Investment in subsidiaries		335,305			325			—			(335,630	)		—
Total assets	$	453,206		$	42,649		$	32,407		$	(335,630	)	$	192,632

Liabilities and Accumulated Deficit
Current liabilities
Accounts payable	$	25,116		$	2,166		$	4,185		$	—		$	31,467
Accrued liabilities		(15,941	)		21,092			1,228			—			6,379
Derivative liabilities		2,670			—			—			—			2,670
Deferred income taxes		(408	)		651			82			—			325
Short-term borrowings		—			—			8			—			8
Intercompany balances, net		287,933			(264,119	)		(23,814	)		—			—
Total current liabilities		299,370			(240,210	)		(18,311	)		—			40,849
Long-term debt		124,210			—			—			—			124,210
Pension liabilities		46,456			—			—			—			46,456
Postretirement benefits obligation		3,188			—			1,197			—			4,385
Accrued environmental remediation		9,393			—			—			—			9,393
Deferred income taxes, non-current		3,250			(3,250	)		—			—			—
Accrued dividends		12,003			—			—			—			12,003
Other liabilities		2,981			—			—			—			2,981
Total liabilities		500,851			(243,460	)		(17,114	)		—			240,277
Preferred Stock		27,374			—			—			—			27,374
Accumulated 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

Wolverine Tube, Inc. and Subsidiaries

Condensed Consolidating Balance Sheets

December 31, 2008

(Unaudited)

					Non-
			Subsidiary		Guarantor
(In thousands)	Parent		Guarantors		Subsidiaries		Eliminations		Consolidated
Assets
Current assets
Cash and cash equivalents	$	18,778	$	—	$	14,759	$	—	$	33,537
Restricted cash		37,173		1		564		—		37,738
Accounts receivable, net		4,362		8,338		25,926		—		38,626
Inventories		18,605		23,366		11,313		—

WOLVERINE TUBE INC 10-Q