##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number
    001-10651
      MAVERICK TUBE
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  
  Delaware

43-1455766(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)16401 Swingley Ridge Road,
    Seventh Floor
    Chesterfield, Missouri(Address of principal
    executive offices)

63017(Zip Code)   Registrants telephone number, including area code:
 (636) 733-1600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which
    RegisteredCommon Stock, Par Value $0.01 Per
    Share

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:  None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY
    REFERENCE
  Form 10-K




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##### 



MAVERICK
    TUBE CORPORATION
  INDEX
  PART I.Item 1.

Business


1Item 1A.

Risk Factors


8Item 1B.

Unresolved Staff
    Comments


12Item 2.

Properties


13Item 3.

Legal
    Proceedings


13Item 4.

Submission of
    Matters to a Vote of Security Holders


13PART II.Item 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


13Item 6.

Selected Financial
    Data


15Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


16Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


31Item 8.

Financial
    Statements and Supplementary Data


33Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosures


69Item 9A.

Controls and
    Procedures


69Item 9B.

Other
    Information


70PART III.Item 10.

Directors and
    Executive Officers of the Registrant


70Item 11.

Executive
    Compensation


70Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


70Item 13.

Certain
    Relationships and Related Transactions


70Item 14.

Principal
    Accountant Fees and Services


70PART IV.Item 15.

Exhibits, Financial
    Statement Schedules


71Signatures


72Exhibit IndexPromissory NoteComputation of Earnings to Fixed ChargesSubsidiaries of the RegistrantConsent of Ernst & Young LLPCertification of CEO Pursuant to Rule 13a-14(a) / 15d-14(a)Certification of PFO Pursuant to Rule 13a-14(a) / 15d-14(a)Certificate (Pursuant to 18 U.S.C. Section 1350) of CEOCertificate (Pursuant to 18 U.S.C. Section 1350) of CEO




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STATEMENT
    REGARDING FORWARD-LOOKING INFORMATION
  From time to time, we make written or oral statements that
    are forward-looking, including statements contained
    in this report and other filings with the Securities and
    Exchange Commission (SEC) and in our reports to
    stockholders. The Private Securities Litigation Reform Act of
    1995 and Section 21E of the Securities Exchange Act of
    1934, as amended, provide a safe harbor for such forward-looking
    statements. The words believe, expect,
    anticipate, intend, plan,
    project, may, will and
    variations of such words or similar expressions are intended,
    but are not the exclusive means, to identify forward-looking
    statements. Because forward-looking statements are subject to
    risks and uncertainties, actual results may differ materially
    from those expressed or implied by the forward-looking
    statements. There are a number of risks, uncertainties and other
    important factors that could cause our actual results to differ
    materially from the forward-looking statements, including, but
    not limited to: (i) continued uncertainty as to future
    levels and volatility of oil and natural gas price expectations
    and their effect on drilling levels and demand for our
    energy-related products; (ii) the future replacement cost
    of steel (our principal raw material, representing approximately
    55% to 65% of our cost of goods sold); (iii) future levels
    of nonresidential construction activity, the principal economic
    driver for the electrical segment; (iv) the ability to
    effectively implement and transition any acquisitions (for
    example, our Colombian acquisition in May 2005); (v) future
    import levels of competing products; (vi) the value of the
    U.S. dollar and (vii) other risks and uncertainties
    detailed from time to time in our filings with the SEC. Further
    information concerning important factors that could cause actual
    events or results to be materially different from the
    forward-looking statements can be found in the Risk
    Factors section of this
    Form 10-K.
  Although we believe the expectations reflected in our
    forward-looking statements are based upon reasonable
    assumptions, it is not possible to foresee or identify all
    factors that could have a material and negative impact on our
    future performance. The forward-looking statements in this
    report are made on the basis of managements assumptions
    and analyses, as of the time the statements are made, in light
    of their experience and perception of historical conditions,
    expected future developments and other factors believed to be
    appropriate under the circumstances.
  In addition, certain market data and other statistical
    information used throughout this report are based on independent
    industry publications, government publications, and reports by
    market research firms or other published independent sources.
    Although we believe these sources to be reliable, we have not
    independently verified the information and cannot guarantee the
    accuracy and completeness of such sources.
  Except as otherwise required by the federal securities laws,
    we disclaim any obligations or undertaking to publicly release
    any updates or revisions to any forward-looking statement
    contained in this annual report on
    Form 10-K
    to reflect any change in our expectations with regard thereto or
    any change in events, conditions or circumstances on which any
    such statement is based.
 PART I  ITEM 1
    Business  Maverick Tube Corporation and its direct and indirect
    wholly-owned subsidiaries are collectively referred to as
    Maverick or the Company, and
    we, us, or our and similar
    terms, unless otherwise noted.
  GENERAL
   1




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(636) 733-1600.
  Our
    Business Strategy
    
    Expand Our Geographic Presence Through Both Organic and
    Acquisition Growth
    Leverage Our Leading Western Hemisphere Oilfield Tubulars
    Position to Expand Our Offering of Complementary
    Highly-Engineered Products and Services to Our Energy
    Customers
    Optimize Return on Capital Employed Across Business Units    Access
    to SEC Filings
  Form 10-K, Form 10-Q, Form 8-K
  OUR
    COMPANY
    
    Maverick Tube, L.P. (MTLP), our primary
    U.S. producer of energy and electrical products other than
    steel electrical conduit,
    Prudential Steel Ltd. (Prudential), acquired in
    September 2000, our Canadian producer of energy products,
    Tubos del Caribe Ltda. (TuboCaribe), acquired in May
    2005, our Colombian manufacturer of OCTG and line pipe,
    Precision Tubular Products (Precision), our coiled
    tubing producers, comprised of Precision Tube Technology, L.P.
    and SeaCAT, L.P. (SeaCAT), acquired in 2002 and
    2003, respectively (as of December 31, 2005, these two
    operations were fully combined into one coiled tubing business
    unit) and
    Texas Arai, acquired in 2004, our producer of American Petroleum
    Institute (API) and premium couplings. 2




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
    Republic Conduit Holding, LLC (Republic Conduit),
    our primary producer of steel electrical conduit, acquired in
    2002,
    Consorcio Metalurgico Nacional Ltda. (Colmena),
    our Colombian manufacturer of steel electrical conduit and other
    pipe and tube products used in a variety of electrical
    applications, and
    AdvanceCo, LP (Advance), a Houston, Texas based
    distributor of primarily electrical conduit.      Product Sizes




BuildingBusiness Unit

Owned or



(Outside




SquareLocation

Leased

Segment and Products

Diameter)

Acres


FootageMTLPHickman, AR

(1)

Energy:OCTG and line pipe

11/2  16


225



920,000Electrical:Standard pipe and piling productsConroe, TX

Owned

Energy:OCTG and line pipe

41/2  85/8


117



244,000Counce, TN

Owned

Energy:OCTG and line pipe

41/2  85/8


133



64,000Electrical:Rigid conduit and standard pipePrudentialCalgary, AB, Canada

Owned

Energy:OCTG and line pipe

23/8  123/4


95



432,000TuboCaribeCartagena, Colombia

Owned

Energy:OCTG and line pipe

2  85/8


78



330,000Precision Tubular
    ProductsHouston, TX

Owned

Energy:Coiled steel tubing subsea umbilicals

3/4  5


61



68,000Houston, TX

Owned

Energy:Coiled steel tubing subsea umbilicals

1/2  2


15



79,000Red Deer, AB, Canada

Owned

Energy:Coiled steel tubing service center




4



17,000Texas
    AraiHouston, TX

Owned

Energy:API and premium couplings

23/8  20


22



244,000Republic
    ConduitLouisville, KY(2)

Leased

Electrical:Steel electrical conduit, rigid conduit and mechanical tubing

1/2  4


50



400,000Cedar Springs, GA(2)

Owned

Electrical:Steel electrical conduit

1/2  21/2


85



130,000Ferndale, MI(2)

Owned

Electrical:Steel electrical conduit and mechanical tubing

1/2  4


20



212,000Elyria, OH

Owned

Electrical:Steel electrical conduit, rigid conduit, and mechanical tubing

3/4  31/2


57



180,000Bogota, Colombia

Owned

Electrical:Steel electrical conduit, rigid conduit and mechanical tubing

1/4  4


4



118,000Pennsylvania Cold
    Drawn(PCD)

(3)Beaver Falls, PA

Owned

Electrical:Drawn-over-mandrel (DOM) tubular products

2  12


20



277,000     (1)
    
    All buildings are owned except for
    one leased building, which lease expires in September 2007. 3




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##### Table of Contents



(2)
    
    The new facility in Louisville,
    Kentucky is scheduled to be completed during the first half of
    2006. Our Cedar Springs facility will operate through the third
    quarter 2006 and our Ferndale, Michigan facility has ceased
    production as of December 31, 2005 and plans to ship all
    remaining inventory by the end of March 2006.(3)
    
    On September 1, 2005, we
    acquired the assets and assumed certain liabilities of PCD
    (included in our electrical segment, not a separate business
    unit), a cold drawn tubular business, in exchange for a
    promissory note which was in default. We originally sold this
    business on March 29, 2002 for cash and the buyers
    nine-year secured promissory note. On February 15, 2006, we
    completed the sale of the assets acquired and the liabilities
    assumed from our September 1, 2005 acquisition.    OUR
    ENERGY PRODUCTS BUSINESS
  The
    Energy Products Industry
             4




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Our
    Energy Products
        Marketing
    Manufacturing
   5




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Seasonality
    Competition
     6




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##### Table of Contents



OUR
    ELECTRICAL PRODUCTS BUSINESS
  The
    Electrical Products Industry
        Our
    Electrical Products
  1 2
  Marketing
    Manufacturing
    
    close to steel sources and on the inland waterway, which should
    result in lower inbound freight costs,
    centrally located, which should reduce outbound freight
    costs, and
    in an area of the country with cost-effective labor.  Seasonality
    Competition
   7




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RAW
    MATERIALS
    EMPLOYEES
   ITEM 1A.  Risk
    Factors  Form 10-K
  Our
    energy business is highly cyclical.    Our
    industry is characterized by intense competition.    A
    material decline in oil and natural gas drilling activity could
    reduce demand for our energy products, which would cause our
    revenues to decrease.   8




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Increases
    in steel prices, which would increase our costs of manufacturing
    our products, could decrease our operating
    profits.    
    general economic conditions,
    industry capacity utilization,
    import duties, and
    other trade restrictions and currency exchange rates.    We
    depend on a few suppliers for a significant portion of our steel
    and other important raw materials.    Industry
    supply levels of our products can affect our pricing and
    shipment volumes.      Our
    plans to consolidate our conduit operations into one facility
    may not be successful.   9




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If we
    are unable to successfully complete and integrate strategic
    acquisitions in a timely manner, our growth strategy could be
    adversely impacted.    
    the possibility that management may be distracted from regular
    business concerns by the need to integrate operations,
    unforeseen difficulties in integrating operations and systems,
    problems relating to assimilating and retaining the employees of
    the acquired business,
    accounting issues that arise in connection with the acquisition,
    challenges in retaining customers, and
    potential adverse short-term effects on operating results.    If we
    have to write off a significant amount of goodwill and other
    intangible assets, our earnings will be negatively
    affected.    The
    operations of the end-users of our products expose us to
    potential product liability claims.    
    loss of life,
    personal injury,
    property damage,
    damage to equipment and facilities,
    pollution, and
    loss of production or suspension of operations.   10




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Our
    level of indebtedness could make us vulnerable to down-turns in
    the energy market.    
    a greater percentage of our cash flow would be required to be
    used to service our indebtedness,
    we may not be able to generate sufficient cash flow from
    operations to enable us to meet our debt service and other
    fixed-charge requirements,
    we may not be able to obtain additional financing for working
    capital, capital expenditures, acquisitions or general corporate
    and other purposes,
    our flexibility in planning for, or reacting to changes in, our
    businesses and the industries in which we compete may be
    limited, and
    we may be put at a possible competitive disadvantage with
    respect to our competitors that have relatively less
    indebtedness.  Covenant
    restrictions in our senior revolving credit facility could limit
    our ability to operate our business.    Adverse
    economic or political conditions in Colombia may decrease our
    revenues.      Compliance
    with and changes in environmental, health and safety laws
    regulating the operation of our business could increase the
    costs of producing our products and expose us to environmental
    claims.   11




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Certain
    of our operations are subject to collective bargaining
    agreements that could subject us to
    additional labor costs.    We
    have defined benefit pension plans, which could result in
    charges against our earnings.
    Effective
    internal controls over financial reporting provide only a
    reasonable assurance as to the
    preparation and fair presentation of financial
    statements.
    Due to
    the international nature of our business we are susceptible to
    fluctuations in foreign currency rates.
      ITEM 1B
    Unresolved
    Staff Comments  Form 10-K,
 12




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ITEM 2
    Properties  Operating
    Properties
      Property
    Held for Sale
    ITEM 3
    Legal
    Proceedings    ITEM 4
    Submission
    of Matters to a Vote of Security Holders   PART II  ITEM 5
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    2005


2004Quarter

High


Low


High


LowFirst

$
36.47


$
28.72


$
23.97


$
17.00Second

$
34.55


$
26.62


$
27.65


$
20.11Third

$
34.53


$
28.98


$
31.82


$
26.08Fourth

$
40.78


$
26.58


$
31.75


$
25.75      13




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##### Table of Contents



Purchases
    of Equity Securities
  Total Number of


Maximum NumberShares Purchased


of Shares That MayTotal Number of


Average Price


as Part of Publicly


Yet Be PurchasedPeriods

Shares Purchased


Paid per Share


Announced Plan


Under Plan(1)For the period November 9,
    2005 through November 30, 2005


5,617,670


$
33.98



5,617,670For the period December 1,
    2005 through December 31, 2005


602,000


$
39.01



602,0006,219,670


$
34.47



6,219,670     (1)
    
    We announced on November 9, 2005 our intention to
    repurchase shares of our common stock. Our Board of Directors
    approved up to $250 million in repurchases from
    November 9, 2005 to March 31, 2006 and the use of the
    proceeds from the 1.875% Convertible Senior Subordinated
    Notes due 2025 to fund all or part of such repurchases.    one-for-one
  2005


2004Quarter

High


Low


High


LowFirst

C$
45.11


C$
34.51


C$
32.03


C$
22.00Second

C$
42.78


C$
33.67


C$
36.75


C$
28.00Third

C$
42.00


C$
33.62


C$
41.36


C$
34.36Fourth


N/A



N/A


C$
40.00


C$
32.11  14




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##### Table of Contents



ITEM 6
    Selected
    Financial Data    Year Ended
    December 31,2005


2004


2003


2002


2001(In thousands, except per share
    data)Statement of Income
    Data:Net revenues

$
1,785,233


$
1,287,573


$
805,608


$
384,447


$
476,035Cost of goods sold


1,434,250



923,178



704,960



346,517



373,611Gross profit


350,983



364,395



100,648



37,930



102,424Selling, general and administrative


83,025



68,233



43,721



31,406



27,516Sales commissions


10,137



11,238



5,830







Impairment of intangible assets(1)


2,100















Trade case relief


(679
)


(3,633
)


(1,104
)


(2,709
)


Restructuring charges(2)










584



1,186



8,061Start-up
    costs(3)


















1,101Income from operations


256,400



288,557



51,617



8,047



65,746Interest expense


14,222



9,795



9,637



4,325



3,090Income from continuing operations
    before income taxes


242,178



278,762



41,980



3,722



62,656Provision for income taxes


77,529



105,101



15,013



2,418



22,407Income from continuing operations


164,649



173,661



26,967



1,304



40,249(Loss) income from discontinued
    operations, net of tax


(3,570
)


20,135



(4,010
)


1,582



(1,968
)Gain (loss) on disposals, net of
    tax(4)


11,201











518



(10,240
)Net income

$
172,280


$
193,796


$
22,957


$
3,404


$
28,041Diluted earnings per share from
    continuing operations

$
3.84


$
4.06


$
0.64


$
0.03


$
1.18Diluted earnings per share

$
4.02


$
4.54


$
0.55


$
0.09


$
0.82Average shares deemed
    outstanding(5)


42,862



42,751



42,196



38,492



34,117Other Data:Depreciation and amortization

$
32,007


$
26,756


$
22,242


$
19,541


$
13,139Capital expenditures


84,580



34,465



20,902



22,809



24,732Balance Sheet Data(end of period):Working capital


308,011



471,083



253,663



201,195



142,316Total assets


1,239,290



1,002,437



670,726



595,883



357,447Current maturities of long-term
    debt(6)


187,902



3,298



3,533



2,977



4,157Long-term revolving credit facility


25,483



54,660



50,213



132,927



62,000Other long-term debt (less current
    maturities)


251,704



122,981



124,209



2,742



5,991Stockholders equity


566,856



595,664



384,798



338,286



225,383     (1)
    
    Represents the write-down of a
    tradename intangible asset related to our SeaCAT operations. 15




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(2)
    
    Represents a restructuring charge
    for the write-down of property and equipment and accrual of
    other cash obligations of $584, $1,186 and $8,061 for the years
    ended December 31, 2003, 2002, and 2001, respectively,
    resulting from the closing of the Longview, Washington facility
    and the relocation of most of that facilitys production
    equipment to Hickman, Arkansas.(3)
    
    Represents the operating loss
    during the
    start-up
    phase of our large diameter pipe and tubing mill, which began
    operations in October 2000, and the Longview, Washington
    facility, which began operations in December 1998.(4)
    
    Represents the sale of our HSS
    business in 2005 and the sale of our DOM business in 2002 and
    2001.(5)
    
    Reflects the adoption of
    EITF 04-8
    during 2004 and includes the dilutive effect of the 2003 Notes
    and 2004 Notes in diluted earnings per share for all periods
    presented.(6)
    
    Included in 2005 are our 2003 Notes
    and 2004 Notes totaling $120,000 as these notes are considered
    current due to the ability for the holders to exercise their
    conversion rights.  ITEM 7
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  OVERVIEW
    
    Our Business  a general description of
    the key drivers that affect our business and the industries in
    which we operate.
    Our Business Strategy  a description of
    the strategic initiatives on which we focus and the goals we
    seek to achieve.
    Results of Operations  an analysis of our
    overall results of operations and segment results for the three
    years presented in our financial statements. We operate in two
    segments: Energy Products and Electrical (formerly Industrial)
    Products.
    Liquidity and Capital Resources  an
    analysis of cash flows, sources and uses of cash, off-balance
    sheet arrangements, contractual obligations, the potential
    impact of currency exchange and an overview of financial
    position.
    Critical Accounting Estimates  a
    description of accounting estimates that require critical
    judgments and estimates.  OUR
    BUSINESS
    Energy
    Products
   16




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OCTG
       17




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Years Ended
    December 31,2005


2004


2003U.S. Market
    Activity:Active average drilling rig
    count(1)


1,380



1,190



1,031Average workover rig count(1)


1,354



1,235



1,129Average U.S. energy prices(2):Oil per barrel (West TX
    Intermediate)

$
56.69


$
41.46


$
31.22Natural gas per mmbtu (Henry Hub
    spot)

$
8.92


$
5.89


$
5.49U.S. OCTG Consumption(in thousands of tons):U.S. producer shipments(3)


2,478



2,256



1,933Imports(4)


1,657



1,109



758Inventory (increase)/decrease(5)


(486
)


(122
)


(1
)Total U.S. Consumption


3,649



3,243



2,690Canadian Market
    Activity:Active average drilling rig
    count(1)


458



369



372Average workover rig count(1)


654



615



350Average Canadian energy prices:Natural gas per mmbtu (in
    U.S. $)(6)

$
6.53


$
4.54


$
4.30Canadian OCTG Consumption(in thousands of tons):Canadian producer shipments(7)


769



660



539Imports(8)


510



379



403Inventory (increase)/decrease(9)


(132
)


(186
)


(116
)Total Canadian Consumption


1,147



853



826Latin America Market
    Activity:Active average drilling rig
    count(1)


316



290



244     (1)
    
    Based on monthly rig count as
    reported by Baker Hughes, Incorporated(2)
    
    Monthly average period prices as
    reported by World Bank and Spears and Associates(3)
    
    As reported by Duane Murphy and
    Associates in the OCTG Situation Report and
    management estimates(4)
    
    OCTG Situation Report, the Preston
    Pipe Report, the U.S. Census Bureau and management estimates(5)
    
    Management estimate based upon
    independent research by Duane Murphy and Associates.(6)
    
    Average Alberta natural gas spot
    price as reported by Nickles Energy Group(7)
    
    Reported by Statistics Canada Steel
    Pipe and Tube Report(8)
    
    As reported by Statistics Canada(9)
    
    Management estimate based upon data
    reported by Statistics Canada    Line
    Pipe
   18




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Couplings
  3 8
  Coiled
    Tubing Products
        Electrical
    Products
   19




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##### Table of Contents



Steel
    Electrical Conduit
    Steel
    Costs of Our Products
    
 20




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##### Table of Contents



OUR
    BUSINESS STRATEGY
    Expand
    Our Geographic Presence through Both Organic and Acquisition
    Growth
    Leverage
    Our Leading Western Hemisphere Oilfield Tubulars Position to
    Expand Our Offering of Complementary Highly-Engineered Products
    and Services to Our Energy Customers
    Optimize
    Return on Capital Employed Across Business Units
    RESULTS
    OF OPERATIONS
   21




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##### Table of Contents



Overall
    Company
  Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    Results of Operations

2005


2004


Change


% Change(in thousands, except
    percentages,tons shipped and average selling
    price per ton)Net revenues

$
1,785,233


$
1,287,573


$
497,660



38.7
%Cost of goods sold


1,434,250



923,178



511,072



55.4
%Gross profit


350,983



364,395



(13,412
)


(3.7
)%Gross profit as % of sales


19.7
%


28.3
%Operating expenses


94,583



75,838



18,745



24.7
%Income from operations


256,400



288,557



(32,157
)


(11.1
)%Interest expense


14,222



9,795



4,427



45.2
%Provision for income taxes


77,529



105,101



(27,572
)


(26.2
)%(Loss) income from discontinued
    operations, net of tax


(3,570
)


20,135



(23,705
)


(117.7
)%Gain on sale of HSS business, net
    of tax


11,201







11,201



NMNet income

$
172,280


$
193,796


$
(21,516
)


(11.1
)%Tons shipped


1,281,641



1,086,554



195,087



18.0
%Average selling price per ton

$
1,393


$
1,185


$
208



17.5
%     NM
    
    = Not meaningful  Net revenues
  Cost of goods sold
  Gross profit
  Operating expenses
 22




---



##### Table of Contents



Interest expense
  Provision for income taxes
  Discontinued operations and sale of HSS
    business
  Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
  Results of Operations

2004


2003


Change


% Change(In thousands, except
    percentages,tons shipped and average selling
    price per ton)Net revenues

$
1,287,573


$
805,608


$
481,965



59.8
%Cost of goods sold


923,178



704,960



218,218



31.0
%Gross profit


364,395



100,648



263,747



262.0
%Gross profit as % of sales


28.3
%


12.5
%Operating expenses


75,838



49,031



26,807



54.7
%Income from operations


288,557



51,617



236,940



459.0
%Interest expense


9,795



9,637



158



1.6
%Provision for income taxes


105,101



15,013



90,088



600.1
%Income (loss) from discontinued
    operations, net of tax


20,135



(4,010
)


24,145



NMNet income

$
193,796


$
22,957


$
170,839



744.2
%Tons shipped


1,086,554



1,134,839



(48,285
)


(4.3
)%Average selling price per ton

$
1,185


$
710


$
475



66.9
%       Net revenues
  Cost of goods sold
  Gross profit
 23




---



##### Table of Contents



Operating expenses
  Interest expense
  Provision for income taxes
  Discontinued operations
  Energy
    Products Segment
  2005 v 2004


2004 v 20032005


2004


2003


% Change


% Change(In thousands, except tons
    shipped, averagesale price per ton and
    percentages)Tons shipped


1,056,852



861,484



882,109



22.7
%


(2.3
)%Average sale price per ton

$
1,384


$
1,108


$
705



24.9
%


57.2
%Net revenues

$
1,462,372


$
954,440


$
621,955



53.2
%


53.5
%Cost of goods sold

$
1,181,289


$
730,853


$
542,416



61.6
%


34.7
%Gross profit

$
281,083


$
223,587


$
79,539



25.7
%


181.1
%Gross profit per ton

$
266


$
260


$
90



2.3
%


188.9
%Gross profit %


19.2
%


23.4
%


12.8
%   Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
     24




---



##### Table of Contents



Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
    Electrical
    Products Segment
  2005 v 2004


2004 v 20032005


2004


2003


% Change


% Change(In thousands, except tons
    shipped, averagesale price per ton and
    percentages)Tons shipped


224,789



225,070



252,730



(0.1
)%


(10.9
)%Average sale price per ton

$
1,436


$
1,480


$
727



(3.0
)%


103.6
%Net revenues

$
322,861


$
333,133


$
183,653



(3.1
)%


81.4
%Cost of goods sold

$
252,961


$
192,325


$
162,544



31.5
%


18.3
%Gross profit

$
69,900


$
140,808


$
21,109



(50.4
)%


567.1
%Gross profit per ton

$
311


$
626


$
84



(50.3
)%


645.2
%Gross profit %


21.7
%


42.3
%


11.5
%   Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
    LIQUIDITY
    AND CAPITAL RESOURCES
  General
     25




---



##### Table of Contents



Debt
  Senior
    Credit Facility
    Convertible
    Subordinated Notes
    2003 Notes and 2004 Notes
   26




---



##### Table of Contents



2005 Notes
         27




---



##### Table of Contents



Colombian
    Loan
      Summary
    of Cash Flow Activity
    For the Years Ended
    December 31,2005


2004


2003Net cash provided by continuing
    operating activities

$
158,454


$
34,938


$
27,400Net cash used by investing
    activities


(158,047
)


(70,718
)


(24,838
)Net cash (used) provided by
    financing activities


(17,690
)


7,735



23,520Net cash provided (used) by
    discontinued operations


25,259



11,297



(509
)   Net Cash Provided by Continuing Operating
    Activities
  Net Cash Used by Investing
    Activities
  Net Cash (Used) Provided by Financing
    Activities
 28




---



##### Table of Contents



Net Cash Provided (Used) by Discontinued
    Operations
  Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


3-5


More ThanContractual
    Obligations

Total


1 Year


Years


Years


5 Years(In thousands)Total debt(1)

$
465,089


$
187,902


$
1,704


$
25,483


$
250,000Estimated interest payments(2)


228,109



12,587



19,020



18,975



177,527Operating leases(3)


15,562



6,142



7,735



1,378



307Purchase obligations(4)


14,835



14,835











Other liabilities(5)


6,136



6,136











Total contractual cash obligations

$
729,731


$
222,602


$
28,459


$
45,836


$
427,834     (1)
    
    Amounts represent the expected cash
    payment for our total debt (except for Less Than
    1 Year as this included the $120 million of 2003
    Notes and 2004 Notes that are considered current debt due to the
    ability for the holders to exercise their conversion rights) and
    do not include deferred issuance costs.(2)
    
    Amounts represent the expected cash
    payment for interest on our debt.(3)
    
    We enter into operating leases in
    the normal course of business. Some lease agreements provide us
    with the option to renew the lease. Our future operating lease
    payments would change if we exercised these renewal options and
    if we entered into additional operating lease agreements.(4)
    
    Purchase obligations include
    agreements to purchase goods or services that are enforceable
    and legally binding and that specify all significant terms,
    including fixed or minimum quantities to be purchased, fixed,
    minimum or variable price provisions, and the approximate timing
    of the transactions. Purchase obligations exclude agreements
    that are cancelable at any time without penalty.(5)
    
    Amounts represent other
    liabilities, where both the timing and amount of payments
    streams are known. Amounts do not include payments for pension
    payments for various postretirement benefit plans and payments
    for deferred taxes and other tax liabilities, as such amounts
    have not been determined beyond 2005 but include expected
    employer contributions for the year ended December 31, 2005.    OFF
    BALANCE SHEET ARRANGEMENTS
   29




---



##### Table of Contents



CRITICAL
    ACCOUNTING ESTIMATES
    Goodwill
    and Other Intangible Assets
        Accounts
    Receivable Collectibility
    Income
    Tax Matters
     30




---



##### Table of Contents




    the amount and nature of additional taxes potentially asserted
    by tax authorities;
    the willingness of tax authorities to negotiate a fair
    settlement through an administrative process;
    the impartiality of the courts; and the potential for changes in
    the tax paid in Canada or Colombia that either produce, or fail
    to produce, an offsetting tax change in the U.S.        Pension
    Plans
    ITEM 7A
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
   31




---



##### Table of Contents



Steel
    Commodity Risk
    Foreign
    Currency Risk
   32




---



##### Table of Contents



ITEM 8
    Financial
    Statements and Supplementary Data  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Issue 04-8,
  Internal Control  Integrated Framework
      33




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Managements Report on Internal Control
    Over Financial Reporting Internal
    Control  Integrated Framework
        Managements Report on
    Internal Control Over Financial Reporting
   34




---



##### Table of Contents



35




---



##### Table of Contents



MANAGEMENTS
    RESPONSIBILITY FOR FINANCIAL STATEMENTS
                    36




---



##### Table of Contents



MAVERICK
    TUBE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2005


2004(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
23,071


$
14,721Short-term investments






19,965Accounts receivable, less
    allowances of $7,355 and $6,641 at December 31, 2005 and
    2004, respectively


212,749



160,240Inventories


408,311



447,080Deferred income taxes


6,636



9,488Income taxes refundable


14,284



Prepaid expenses and other current
    assets


12,604



8,404Total current assets


677,655



659,898Property, plant, and equipment, net
    of accumulated depreciation


307,289



211,534Goodwill


186,541



85,984Other acquired intangibles, net of
    accumulated amortization


32,106



34,522Deferred income taxes


20,690



Other assets


15,009



10,499Total Assets

$
1,239,290


$
1,002,437LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
116,218


$
98,957Accrued expenses and other
    liabilities


47,499



42,809Deferred revenue


11,401



14,387Income taxes payable


6,624



29,364Current maturities of long-term debt


187,902



3,298Total current liabilities


369,644



188,815Long-term debt, less current
    maturities


277,187



177,641Other long-term liabilities


25,603



21,387Deferred income taxes






18,930STOCKHOLDERS EQUITYPreferred stock, $0.01 par
    value; 5,000,000 authorized shares; 1 share issued and
    outstanding






Common stock, $0.01 par value;
    80,000,000 authorized shares; 43,213,741 and
    42,645,309 shares issued and 36,907,502 and
    42,632,445 shares outstanding at December 31, 2005 and
    2004, respectively


432



426Additional paid-in capital


257,391



238,895Unamortized value of restricted
    stock


(2,935
)


(1,416
)Treasury stock, 6,306,239 and
    12,864 shares at December 31, 2005 and 2004,
    respectively


(216,310
)


(222
)Retained earnings


528,268



355,988Accumulated other comprehensive
    income


10



1,993Total Stockholders
    Equity


566,856



595,664Total Liabilities and
    Stockholders Equity

$
1,239,290


$
1,002,437    37




---



##### Table of Contents



MAVERICK
    TUBE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Year Ended
    December 31,2005


2004


2003(In thousands, except per share
    data)Net revenues

$
1,785,233


$
1,287,573


$
805,608Cost of goods sold


1,434,250



923,178



704,960Gross profit


350,983



364,395



100,648Selling, general and administrative


83,025



68,233



43,721Sales commissions


10,137



11,238



5,830Impairment of intangible assets


2,100







Restructuring charges










584Trade case relief


(679
)


(3,633
)


(1,104
)Income from operations


256,400



288,557



51,617Interest expense


14,222



9,795



9,637Income from continuing operations
    before income taxes


242,178



278,762



41,980Provision for income taxes


77,529



105,101



15,013Income from continuing operations


164,649



173,661



26,967(Loss) income from discontinued
    operations (net of income tax expense (benefit) of $(1,306),
    $13,207 and $(2,265), respectively)


(3,570
)


20,135



(4,010
)Gain on sale of HSS business, net
    of tax provision of $6,439


11,201







Net income

$
172,280


$
193,796


$
22,957Basic earnings (loss) per share:Income from continuing operations

$
3.91


$
4.10


$
0.65Income (loss) from discontinued
    operations


0.18



0.48



(0.10
)Net income

$
4.09


$
4.58


$
0.55Diluted earnings (loss) per share:Income from continuing operations

$
3.84


$
4.06


$
0.64Income (loss) from discontinued
    operations


0.18



0.47



(0.10
)Net income

$
4.02


$
4.54


$
0.55    38




---



##### Table of Contents



MAVERICK
    TUBE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  Unamortized








AccumulatedAdditional


Value of








OtherCommon Stock


Paid-In


Restricted


Treasury


Retained


Comprehensive


StockholdersShares


Amount


Capital


Stock


Stock


Earnings


Income (Loss)


Equity(In thousands, except share
    data)Balance at December 31, 2002


40,942,976


$
409


$
212,361


$



$



$
139,235


$
(13,719
)

$
338,286Net income






















22,957







22,957Cash flow hedges (net of $137 tax
    benefit)


























(254
)


(254
)Minimum pension liability (net of
    $177 tax expense)


























338



338Foreign currency translation


























8,773



8,773Comprehensive income






























31,814Exercise of stock
    options  directors and employees


325,010



4



2,306



















2,310Issuance of common stock


733,676



7



12,097



















12,104Tax benefit associated with the
    exercise of non-qualified options










284



















284Balance at December 31, 2003


42,001,662



420



227,048











162,192



(4,862
)


384,798Net income






















193,796







193,796Cash flow hedges (net of $7 tax
    benefit)


























241



241Minimum pension liability (net of
    $854 tax benefit)


























(1,648
)


(1,648
)Foreign currency translation


























8,262



8,262Comprehensive income






























200,651Exercise of stock
    options  directors and employees


550,407



5



6,917



















6,922Stock issued under restricted stock
    plan, net of forfeitures


80,376



1



1,875



(1,654
)


(222
)










Share based compensation










450



238















688Tax benefit associated with the
    exercise of non-qualified options










2,605



















2,605Balance at December 31, 2004


42,632,445



426



238,895



(1,416
)


(222
)


355,988



1,993



595,664Net income






















172,280







172,280Cash flow hedges (net of $0 tax
    benefit)


























13



13Minimum pension liability (net of
    $3,478 tax benefit)


























(6,869
)


(6,869
)Foreign currency translation


























4,873



4,873Comprehensive income






























170,297Exercise of stock
    options  directors and employees


436,626



5



8,161



















8,166Stock issued under restricted stock
    plan, net of forfeitures


58,101



1



3,850



(2,348
)


(1,503
)










Purchase of treasury stock


(6,219,670
)














(214,585
)










(214,585
)Convertible note hedge and warrant
    option transactions, net of $33,119 tax benefit










3,798



















3,798Share based compensation










1,107



829















1,936Tax benefit associated with the
    exercise of non-qualified options










1,580



















1,580Balance at December 31, 2005


36,907,502


$
432


$
257,391


$
(2,935
)

$
(216,310
)

$
528,268


$
10


$
566,856    39




---



##### Table of Contents



MAVERICK
    TUBE CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  2005


2004


2003(In thousands)OPERATING ACTIVITIESNet income

$
172,280


$
193,796


$
22,957Income (loss) from discontinued
    operations and gain on sale of HSS business, net of tax


7,631



20,135



(4,010
)Income from continuing operations


164,649



173,661



26,967Adjustments to reconcile income
    from continuing operations to net cash provided by operating
    activities:Depreciation


29,494



23,941



20,381Amortization


2,513



2,815



1,861Income tax benefit on the exercise
    of non-qualified stock options


1,580



2,605



284Share-based compensation expense


3,701



688



Deferred income taxes


2,318



6,683



4,141Provision for losses on accounts
    receivable, net


212



1,203



298(Gain) loss on sale of property and
    equipment


(1,267
)


274



376Non-cash portion of restructuring
    charges










150Non-cash impairment charge


2,100







Changes in operating assets and
    liabilities, net of effect of acquisitions:Accounts receivable


(24,278
)


(37,535
)


(38,384
)Inventories


65,289



(219,699
)


34,552Prepaid expenses and other current
    assets


(9,887
)


(572
)


3,074Other assets


4,849



(5,026
)


1,678Accounts payable


(37,812
)


39,856



(36,395
)Accrued expenses and other
    liabilities


(42,042
)


35,043



7,639Deferred revenue


(2,965
)


11,001



778Cash provided by continuing
    operating activities


158,454



34,938



27,400INVESTING ACTIVITIESCash paid for acquisitions, net of
    cash received


(131,594
)


(22,133
)


(4,000
)Expenditures for property, plant
    and equipment


(84,580
)


(34,465
)


(20,902
)Proceeds from disposal of equipment


1,871



5,845



64Proceeds from sale of investments


19,900



30,100



Proceeds from sale of discontinued
    operations


36,356







Purchase of investments






(50,065
)


Cash used by investing activities


(158,047
)


(70,718
)


(24,838
)FINANCING ACTIVITIESNet (repayments) borrowings on
    senior credit facility


(31,090
)


4,660



(89,514
)Proceeds from convertible senior
    subordinated notes


250,000







120,000Proceeds from bank loan in Colombia


50,000







Principal payments on long-term
    borrowings and notes


(38,305
)


(3,275
)


(2,977
)Deferred debt costs


(10,790
)


(811
)


(4,630
)Net principal payments (borrowings)
    on long-term note receivable






239



(1,669
)Purchase of treasury stock


(214,585
)






Proceeds from exercise of stock
    options


6,401



6,922



2,310Net payment of convertible note
    hedge and warrant option transactions


(29,321
)






Cash (used by) provided by
    financing activities


(17,690
)


7,735



23,520Cash flows from discontinued
    operations (Revised  see Note 1)Operating cash flows


25,841



11,652



(509
)Investing cash flows


(582
)


(355
)


Total cash flows from discontinued
    operations


25,259



11,297



(509
)Effect of exchange rate changes on
    cash and cash equivalents


374



2,267



1,078Increase (decrease) in cash and
    cash equivalents


8,350



(14,481
)


26,651Cash and cash equivalents at
    beginning of period


14,721



29,202



2,551Cash and cash equivalents at end of
    period

$
23,071


$
14,721


$
29,202Supplemental disclosures of cash
    flow information:Cash paid during the year for:Interest

$
14,157


$
8,647


$
7,520Income taxes

$
88,163


$
76,742


$
7,964Noncash investing and financing
    activities:Note receivable for sale of
    discontinued operations

$



$



$
954Stock issued for acquisitions

$



$



$
12,104    40




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial Statements
 (in thousands, except share and per share data)
  1.
    Summary
    of Significant Accounting Policies  Organization and Principles of
    Consolidation 
    Functional Currency 
  Revenue Recognition 
  Cash and Cash Equivalents 
  Short-Term Investments  available-for-sale.
  Accounts Receivable 
 41




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Inventories  first-in-first-out
  Property, Plant and Equipment 
  Land and leasehold improvements

10 to 20 yearsBuildings

20 to 40 yearsMachinery and equipment

2 to 12 yearsFurniture and fixtures

2 to 10 yearsComputer software

3 to 7 years   Internal-Use Software Costs
  Goodwill and Intangible Assets
  Deferred Debt Issuance Costs
  Product Liability Accrual
  Environmental Obligations
  Earnings per Common Share
 42




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2005


2004


2003Numerator for Basic and Diluted
    EPSIncome from continuing operations

$
164,649


$
173,661


$
26,967Income (loss) on discontinued
    operations


7,631



20,135



(4,010
)Numerator for basic EPS


172,280



193,796



22,957Interest on 2003 Notes


120



111



62Numerator for diluted EPS

$
172,400


$
193,907


$
23,019Denominator for Basic and
    Diluted EPSAverage shares
    outstanding  Basic


42,113



42,349



41,747Dilutive effect of unvested
    restricted stock and outstanding stock options


203



244



363Dilutive effect of the 2003 Notes


156



156



86Dilutive effect of the 2004 Notes


390



2



Dilutive effect of the 2005 Notes










Average shares deemed
    outstanding  diluted


42,862



42,751



42,196     Stock-Based Compensation
   43




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2005


2004


2003Net Income, as reported

$
172,280


$
193,796


$
22,957Add: total stock-based employee
    compensation expense included in reported net earnings, net of
    related tax effects


2,324



421



Deduct: total stock-based employee
    compensation expense determined under fair value-based method
    for all awards, net of related tax effects


(2,609
)


(1,459
)


(2,012
)Pro forma net income

$
171,995


$
192,758


$
20,945Basic earnings per shareNet income  as
    reported

$
4.09


$
4.58


$
0.55Net income  pro
    forma

$
4.09


$
4.55


$
0.50Diluted earnings per shareNet income  as
    reported

$
4.02


$
4.54


$
0.55Net income  pro
    forma

$
4.02


$
4.51


$
0.50          44




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Accumulated
    Other Comprehensive Income (Loss)
  Foreign


Minimum


Cash


Accumulated OtherCurrency


Pension


Flow


ComprehensiveTranslation


Liability


Hedges


Income (Loss)Balance at December 31, 2002

$
(12,052
)

$
(1,667
)

$



$
(13,719
)Unrealized gains (losses)


8,773



338



(254
)


8,857Balance at December 31, 2003


(3,279
)


(1,329
)


(254
)


(4,862
)Unrealized gains (losses)


8,262



(1,648
)


241



6,855Balance at December 31, 2004


4,983



(2,977
)


(13
)


1,993Unrealized gains (losses)


4,873



(6,869
)


13



(1,983
)Balance at December 31, 2005

$
9,856


$
(9,846
)

$



$
10   Business Segments
  Income Taxes
  Derivatives over-the-counter
    2.
    Business
    Acquisitions  Tubos
    del Caribe Ltda., Consorcio Metalurgico Nacional Ltda. and
    AdvanceCo LP (our Colombian
    operations)
   45




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Purchase price (including
    transaction costs)

$
152,244Assets acquired:Cash


5,650Accounts receivable


33,118Inventories


59,437Property, plant and equipment


39,952Intangibles


180Prepaid expenses and other current
    assets


7,385145,722Liabilities acquired:Accounts payable


(54,877
)Debt


(35,634
)Accrued expenses and other current
    liabilities


(7,039
)(97,550
)Net assets acquired


48,172Goodwill

$
104,072   Texas
    Arai (Texas Arai)
    SeaCAT,
    L.P. (SeaCAT)
   46




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Discontinued
    Operations  Pennsylvania
    Cold Drawn (PCD)
        Hollow
    Structural Sections (HSS)
     47




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   4.
    Inventories    2005


2004Finished goods

$
180,778


$
207,194Work-in-process


39,938



44,380Raw materials


110,289



113,007In-transit materials


53,149



70,760Storeroom parts


24,157



11,739$
408,311


$
447,080   5.  Property,
    Plant and Equipment
    2005


2004Land

$
24,705


$
9,072Land and leasehold improvements


14,318



11,676Buildings


86,036



64,477Machinery and equipment


302,681



257,520Computer software


32,816



25,182Furniture and fixtures


9,621



3,215Construction-in-progress


46,454



20,176516,631



391,318Accumulated depreciation


(209,342
)


(179,784
)$
307,289


$
211,534     construction-in-progress
  6.
    Goodwill
    and Other Acquired Intangibles   48




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Changes in the Carrying Amount
    of Goodwill:Balance at December 31, 2004

$
85,984Acquisitions  Colombian
    operations(1)


104,072Reclassifications(2)


(3,515
)Balance at December 31, 2005

$
186,541     (1)
    
    preliminary allocation (see note 2)(2)
    
    adjustments between goodwill and deferred taxes related to
    certain intangibles, which had no impact on earnings  Goodwill by Segment:

Energy


Electrical


TotalBalance, December 31, 2003

$
50,329


$
32,653


$
82,982Purchase accounting adjustments


3,002







3,002Balance, December 31, 2004


53,331



32,653



85,984Purchase accounting adjustments


104,072



(3,515
)


100,557Balance, December 31, 2005

$
157,403


$
29,138


$
186,541   Trademarks/








CustomerIntangible Assets:

Brand Names


Software


Patent


Relationships


Other


TotalDecember 31, 2005:Intangible assets

$
24,700


$
400


$
100


$
8,200


$
182


$
33,582Accumulated amortization






(400
)


(27
)


(1,014
)


(35
)


(1,476
)$
24,700


$



$
73


$
7,186


$
147


$
32,106Weighted-average useful life (in
    years)










9.0



19.5



3.0December 31, 2004:Intangible assets

$
26,800


$
400


$
100


$
8,200


$



$
35,500Accumulated amortization






(400
)


(15
)


(563
)






(978
)$
26,800


$



$
85


$
7,637


$



$
34,522Weighted-average useful life (in
    years)










9.0



19.5



    49




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006

$
5062007


5062008


4732009


4462010


446Thereafter


5,029Total

$
7,406   7.
    Debt  December 31,2005


2004Senior revolving credit facility,
    secured by certain accounts receivable, inventories, property,
    plant and equipment and all or part of the voting stock of the
    Companys subsidiaries; due May 2010; interest payable
    monthly (7.25% at December 31, 2005) at either
    U.S. or Canadian prime, Bankers Acceptance rates plus
    stamping fees, or the LIBOR rate, adjusted by an interest rate
    margin, depending upon excess availability

$
25,483


$
54,660Bank loan, in Colombia, interest
    payable at LIBOR plus 1.5% (5.65% at December 31, 2005),
    due August 2006


50,000



2005 Notes, due 2025; interest
    payable semi-annually at 1.875%


250,000



2003 and 2004 Notes, due 2033;
    interest payable semi-annually at 4.0%


120,000



120,000Unsecured subordinated note
    payable, due May 2006, interest payable at LIBOR plus 1% (5.15%
    at December 31, 2005)


15,000



Note payable, secured by property
    and plant (net book value $2,225 at December 31, 2004);
    repaid March 1, 2005; interest payable quarterly at 11.0%






2,500Other debt, including capital
    leases


4,606



3,779Total debt


465,089



180,939Current maturities


(187,902
)


(3,298
)Long-term debt, less current
    maturities

$
277,187


$
177,641   Senior
    Revolving Credit Facility
   50




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Colombian
    Loan
    2005
    Notes
           51




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2004
    Notes and 2003 Notes
          Issue 04-8, EITF 04-8
 52




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
  EITF 04-8 EITF 04-8
    2006

$
187,9022007


1,6312008


732009


2010


25,483Thereafter


250,000$
465,089   Capital
    Leases
    Total Minimum





Present Value of MinimumLease Payments


Interest


Lease Payments2006

$
962


$
121


$
8412007


721



43



6782008


75



2



73$
1,758


$
166


$
1,592      53




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Debt
    Issuance Costs
    December 31, 2005


December 31, 2004Accumulated








AccumulatedAsset


Amortization


Net Asset


Asset


Amortization


Net AssetSenior Credit Facility

$
5,297


$
(658
)

$
4,639


$
5,183


$
(3,435
)

$
1,7482005 Notes


6,586



(137
)


6,449











2003 Notes and 2004 Notes


4,426



(1,375
)


3,051



4,395



(813
)


3,582$
16,309


$
(2,170
)

$
14,139


$
9,578


$
(4,248
)

$
5,330       8.
    Derivatives,
    Financial Instruments and Risk Management  Derivative
    Instruments and Hedging Activities
        Accounting
    for Derivatives and Hedging Activities
   54




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Concentration
    of Credit Risk
    Non-derivative
    Financial Instruments
    9.
    Restructuring
    Charges and Exit Costs  Republic
    Conduit
    Employee severance cost

$
3,580Costs associated with property,
    plant and equipment


1,200Other


825Total restructuring costs

$
5,605      55




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Severance


Other


TotalBalance, December 31, 2002

$



$
480


$
480Additions


2,892



384



3,276Cash payments


(1,202
)


(480
)


(1,682
)Balance, December 31, 2003


1,690



384



2,074Additions


73



(73
)


Cash payments


(1,326
)


(311
)


(1,637
)Balance, December 31, 2004


437







437Additions


2,785



374



3,159Cash payments


(733
)


(374
)


(1,107
)Balance, December 31, 2005

$
2,489


$



$
2,489     Environmental
    Obligations
      10.
    Income
    Taxes    2005


2004


2003Domestic

$
188,390


$
207,188


$
13,281Foreign


53,788



71,574



28,699$
242,178


$
278,762


$
41,980  56




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2005


2004


2003Current:Federal

$
46,948


$
68,400


$
2,535State


3,274



4,443



60Foreign


24,109



23,926



8,67374,331



96,769



11,268Deferred:Domestic


8,964



1,160



2,388Foreign


(5,766
)


7,172



1,3573,198



8,332



3,745$
77,529


$
105,101


$
15,013     2005


2004


2003Provision at U.S. statutory
    tax rate

$
84,762


$
97,567


$
14,693State and local taxes, net of
    federal tax benefit


4,402



3,816



80Effect of foreign operations


(7,455
)


(650
)


(14
)(Decrease) Increase in state tax
    rate


(123
)


511



Valuation allowances


(1,133
)


57



53Domestic manufacturing deduction


(1,802
)






Other


(1,122
)


3,800



201$
77,529


$
105,101


$
15,013   and/or
   57




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2005


2004Deferred tax assets:Various accrued liabilities and
    reserves

$
5,054


$
9,771Net operating loss carryforwards


16,510



7,329Note hedge and warrant option
    transactions


32,569



Foreign tax credit carryforwards


5,592



6,886Pension plans


3,614



770Asset valuations


1,001



1,508Valuation allowances:Foreign tax credit carryforwards


(5,592
)


(6,886
)Net operating loss carryforwards


(183
)


(109
)Total deferred tax assets


58,565



19,269Deferred tax
    liabilities:Plant, equipment and intangible
    assets


31,239



28,711Net deferred tax asset (liability)

$
27,326


$
(9,442
)         11.
    Defined
    Contribution Plans      12.
    Defined
    Benefit Plans   58




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Pension Benefits and
    SERP


Postretirement Benefit
    Plan2005


2004


2005


2004Change in benefit
    obligation:Benefit obligation at beginning of
    year

$
57,640


$
42,627


$
3,308


$
1,883Service cost


2,088



1,704



122



100Interest cost


3,518



3,137



209



189Plan amendments






3,202







Actuarial loss


12,038



5,242



686



1,081Benefits paid


(2,214
)


(1,417
)


(92
)


(83
)Foreign currency translation change


1,879



3,145



107



138Benefit obligation at end of year

$
74,949


$
57,640


$
4,340


$
3,308Change in fair value of plan
    assets:Fair value of plan assets at
    beginning of year

$
46,307


$
36,624


$



$
Employer contributions


4,400



4,369



80



76Actual return on plan assets


5,174



4,028







Benefits paid


(2,214
)


(1,417
)


(80
)


(76
)Foreign currency translation change


1,509



2,703







Fair value of plan assets at end
    of year

$
55,176


$
46,307


$



$
Funded status:Underfunded status at end of year

$
(19,773
)

$
(11,333
)

$
(4,340
)

$
(3,308
)Unrecognized actuarial loss


23,682



13,553



1,946



1,302Unrecognized transition (asset)
    obligation


(4,758
)


(5,287
)


446



486Unrecognized prior service cost


4,909



5,243







Prepaid (accrued) benefit cost

$
4,060


$
2,176


$
(1,948
)

$
(1,520
)Amounts recognized in the
    balance sheets:Prepaid benefit costs

$



$
2,582


$



$
Accrued benefit liability


(15,611
)


(9,318
)


(1,948
)


(1,520
)Intangible asset


4,860



4,448







Accumulated other comprehensive
    income


14,811



4,464







Net amount recognized

$
4,060


$
2,176


$
(1,948
)

$
(1,520
)  59




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Pension Benefits


Postretirementand SERP


Benefit Plan2006

$
2,836


$
1012007


2,932



1152008


3,148



1302009


3,296



1392010


3,514



1502011 through 2013


20,570



971$
36,296


$
1,606Employer contributions expected
    for the year ended December 31, 2006:Contributions required by funding
    regulations or laws

$
3,352


$
Additional discretionary
    contributions


2,784



80$
6,136


$
80         2005


2004


2003Pension benefit
    costs:Service cost

$
2,088


$
1,704


$
1,507Interest cost


3,518



3,137



2,534Expected return on plan assets


(3,443
)


(2,783
)


(2,256
)Amortization of prior service cost


505



489



242Amortization of transition asset


(702
)


(680
)


(633
)Recognized net actuarial gain


620



389



685$
2,586


$
2,256


$
2,079Postretirement benefit plan
    costs:Service cost

$
122


$
100


$
59Interest cost


209



189



117Recognized net actuarial loss


128



113



57$
459


$
402


$
233  60




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Pension Benefits


Postretirement Benefit
    Plan2005


2004


2005


2004Discount rate


5.0
%


6.0
%


5.0
%


6.0
%Expected return on plan assets


7.0
%


7.0
%






Rate of compensation increase


4.5
%


4.5
%






       Investment
    Strategy
    Determination
    of the Long-Term Rate of Return on Assets
    Measurement
    Date
    1.0% Increase


1.0% DecreaseEffect on total service and
    interest cost components

$
66


$
51Effect on accumulated
    postretirement benefit obligations

$
878


$
681  61




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   13.
    Segment
    Information    day-to-day
  Energy Products


Electrical Products


Corporate


TotalYear Ended December 31,
    2005Net revenues

$
1,462,372


$
322,861


$



$
1,785,233Income from continuing operations


248,624



51,896



(44,120
)


256,400Identifiable assets


890,563



276,577



72,150



1,239,290Goodwill and intangible assets


162,714



55,933







218,647Depreciation and amortization


23,563



326



8,118



32,007Capital expenditures


22,797



57,029



4,751



84,577Year Ended December 31,
    2004Net revenues


954,440



333,133







1,287,573Income from continuing operations


202,698



131,399



(45,540
)


288,557Identifiable assets


691,324



248,081



63,032



1,002,437Goodwill and intangible assets


60,967



59,539







120,506Depreciation and amortization


17,314



1,309



8,133



26,756Capital expenditures


19,186



9,549



5,730



34,465Year Ended December 31,
    2003Net revenues


621,955



183,653







805,608Income from continuing operations


72,857



13,882



(35,122
)


51,617Identifiable assets


439,747



150,976



80,003



670,726Goodwill and intangible assets


58,336



59,950







118,286Depreciation and amortization


14,429



1,528



6,285



22,242Capital expenditures


7,278



6,438



7,186



20,902  62




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Geographic
    Information
  U.S.


Canada


Colombia


TotalYear ended December 31,
    2005Net revenues

$
1,208,164


$
439,397


$
137,672


$
1,785,233Long-lived assets


355,091



25,935



144,910



525,936Year ended December 31,
    2004Net revenues


986,332



301,241







1,287,573Long-lived assets


306,153



25,887







332,040Year ended December 31,
    2003Net revenues


555,639



249,969







805,608Long-lived assets


286,589



21,131







307,720       14.
    Operating
    Leases    2006

$
6,1422007


4,4722008


3,2632009


7292010


649Thereafter


307$
15,562   15.
    Contingencies   63




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   16.
    Stock
    Plans  Stock
    Option Plans
         64




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Weighted


WeightedShares Under


Average


Average FairOption


Exercise Price


ValueOptions outstanding at
    December 31, 2002


1,435,373


$
11.89Exercised


(325,010
)


7.02Forfeited


(106,326
)


20.41Granted


185,000



16.39


$
7.88Options outstanding at
    December 31, 2003


1,189,037



13.18Exercised


(550,407
)


12.51Forfeited


(7,504
)


16.02Granted


91,668



21.56


$
9.76Options outstanding at
    December 31, 2004


722,794



14.73Exercised


(436,627
)


14.67Forfeited


(71,129
)


27.29Granted


505,325



35.89


$
17.57Options outstanding at
    December 31, 2005


720,363



28.36     Options Outstanding


Options ExercisableWeighted Average


Weighted





WeightedRemaining


Average





AverageRange of Exercise
    Price

Options


Contractual Life


Exercise Price


Options


Exercise Price$6.80 - $18.80


212,674



5.3 years


$
13.53



209,341


$
13.48$20.90 - $27.14


81,057



5.1 years



23.60



55,278



23.75$32.84 - $38.41


426,632



9.4 years



36.66







720,363



7.7 years



28.36



264,619



15.62   Restricted
    Stock Plans
     65




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
    17.
    Capital
    Stock  one-for-one
    one-for-one
  18.
    Stockholder
    Rights Plan   66




---



##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
   19.
    Quarterly
    Financial Data (Unaudited)    For the Quarters EndedMarch 31,


June 30,


September 30,


December 31,2005


2005


2005


2005Net revenues

$
410,803


$
400,643


$
489,137


$
484,650Gross profit


69,183



66,483



86,522



128,795Income from continuing operations


31,796



28,894



40,576



63,385Net income


31,215



38,678



39,156



63,231Basic earnings per share:Income from continuing operations


0.75



0.68



0.95



1.58Basic net income per share


0.73



0.90



0.91



1.57Diluted earnings per share:Income from continuing operations


0.73



0.67



0.93



1.54Diluted net income per share


0.72



0.89



0.90



1.54   March 31,


June 30,


September 30,


December 31,2004


2004


2004


2004Net revenues

$
277,714


$
294,870


$
353,721


$
361,268Gross profit


61,279



101,219



121,326



80,571Income from continuing operations


25,211



47,653



63,903



36,894Net income


28,741



57,997



68,533



38,525Basic earnings per share:Income from continuing operations


0.60



1.13



1.51



0.87Basic net income per share


0.68



1.37



1.62



0.90Diluted earnings per share:Income from continuing operations


0.60



1.12



1.49



0.86Diluted net income per share


0.68



1.36



1.60



0.90   Form 10-Qs 10-Q
 67




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##### Table of Contents



Maverick
    Tube Corporation
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Form 10-Q.
  For the Quarter Ended
    March 31, 2005


For the Quarter Ended
    June 30, 2005As


Adjusted for





As


Adjusted forReported


Discontinued


As


Reported


Discontinued


Asin 10-Q


Operations


Adjusted


in 10-Q


Operations


AdjustedNet revenues

$
446,484


$
(35,681
)

$
410,803


$
405,440


$
(4,797
)

$
400,643Gross profit


69,829



(646
)


69,183



66,930



(447
)


66,483Income from continuing operations


31,215



581



31,796



28,606



288



28,894Net income


31,215







31,215



38,678







38,678Basic earnings per share:Income from continuing operations


NR







0.75



0.67



0.01



0.68Basic net income per share


0.73







0.73



0.90







0.90Diluted earnings per share:Income from continuing operations


NR







0.73



0.66



0.01



0.67Diluted net income per share


0.72







0.72



0.89







0.89     NR
    
    = not reported for the quarter  20.
    Recent
    Accounting Pronouncements (Unaudited)  Stock Based Compensation
      Inventory Costs
 68




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##### Table of Contents



Maverick
    Tube Corporation and Subsidiaries
    Schedule II  Valuation and Qualifying
    Accounts
 AdditionsBalance at


Charged to


ChargedBeginning


Cost and


to Other





Balance atClassification

of Year


Expenses


Accounts


Adjustments


End of Year(In thousands)Year ended December 31, 2003:Deducted from asset account:Accounts receivable allowances

$
5,188


$
298


$



$
(72
)

$
5,414Valuation allowance for deferred
    income taxes


8,349



53







(1,472
)


6,930Year ended December 31, 2004:Deducted from asset account:Accounts receivable allowances


5,414



1,376







(149
)


6,641Valuation allowance for deferred
    income taxes


6,930



65











6,995Year ended December 31, 2005:Deducted from asset account:Accounts receivable allowances


6,641



592







122



7,355Valuation allowance for deferred
    income taxes


6,995



74







(1,294
)


5,775   ITEM 9
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    ITEM 9A
    Controls
    and Procedures  Effectiveness of Controls and
    Procedures
  Managements Report on Internal Control Over Financial
    Reporting
   69




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##### Table of Contents



Changes in Internal Control Over Financial
    Reporting 
  Attestation Report of Registered Public Accounting
    Firm Form 10-K
 ITEM 9BOther
    Information   PART III  ITEM 10
    Directors
    and Executive Officers of the Registrant    ITEM 11
    Executive
    Compensation    ITEM 12
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    ITEM 13
    Certain
    Relationships and Related Transactions    ITEM 14
    Principal
    Accountant Fees and Services   70




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##### Table of Contents



PART IV  ITEM 15
    Exhibits,
    Financial Statement Schedules    1.
    Financial
    Statements  2.
    Schedule    3.
    Exhibits   71




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##### Table of Contents



SIGNATURES        March 14, 2006

/s/  Joyce M.
    SchuldtJoyce
    M. Schuldt, Senior Vice President  Finance,
    Chief Financial Officer and Secretary      March 14, 2006

/s/  C. Robert Bunch C.
    Robert Bunch, Chairman of the Board of Directors, President and
    Chief Executive Officer (Principal Executive Officer)March 14, 2006

/s/  Joyce M. SchuldtJoyce
    M. Schuldt, Senior Vice President  Finance,
    Chief Financial Officer and Secretary (Principal Financial
    Officer)March 14, 2006

/s/  C. Adams Moore C.
    Adams Moore, DirectorMarch 14, 2006

/s/  David H. Kennedy
    David
    H. Kennedy, DirectorMarch 14, 2006

/s/  Gerald HageGerald
    Hage, DirectorMarch 14, 2006

/s/  Paul G.
    McDermottPaul
    G. McDermott, DirectorMarch 14, 2006

/s/  Wayne P. Mang Wayne
    P. Mang, DirectorMarch 14, 2006

/s/  Jack B. MooreJack
    B. Moore, Director  72




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##### Table of Contents



INDEX TO
    EXHIBITS  ExhibitNumber

Description2
.1

Combination Agreement by and
    between the Registrant and Prudential Steel Ltd. dated as of
    June 11, 2000 (incorporated herein by reference to
    Annex B to the Registrants definitive proxy statement
    filed on August 11, 2000).2
.2

Form of Plan of Arrangement
    involving and affecting Prudential Steel Ltd. and the holders of
    its common shares and options (incorporated herein by reference
    to Annex D to the Registrants definitive proxy
    statement filed on August 11, 2000).2
.3

Stock Purchase Agreement dated as
    of February 12, 2002 by and among the Registrant, Precision
    Tube Holding Corporation and the shareholders of Precision Tube
    Holding Corporation (incorporated herein by reference to
    Exhibit 2.1 to the Registrants current report on
    Form 8-K
    filed on February 14, 2002).2
.4

Asset Purchase Agreement By and
    Among The LTV Corporation, the Other Sellers Named Herein and
    the Registrant dated as of October 15, 2002 (incorporated
    herein by reference to Exhibit 2.1 to the Registrants
    current report on
    Form 8-K
    filed on October 16, 2002).2
.5

Plan of Reorganization and
    Agreement of Merger dated as of February 19, 2003 by and
    among the Registrant, SC Acquisition, L.P., SeaCAT Corporation
    and certain shareholders of SeaCAT Corporation (incorporated
    herein by reference to Exhibit 2.1 to the Registrants
    current report on
    Form 8-K
    filed on February 20, 2003).2
.6

Stock Purchase Agreement dated as
    of May 20, 2005 by and among the Registrant, Mortonbay S.A.
    and Piament Holdings S.A. (incorporated herein by reference to
    Exhibit 2.1 to the Registrants quarterly report on
    Form 10-Q
    for the period ended June 30, 2005).3
.1

Amended and Restated Certificate
    of Incorporation of the registrant, as amended (incorporated
    herein by reference to Exhibit 3.1 to the Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2000).3
.2

Amended and Restated Bylaws of the
    Registrant (incorporated herein by reference to Exhibit 3.1
    to the Registrants current report on
    Form 8-K
    filed on March 2, 2005).4
.1

Form of Amended and Restated
    Shareholder Rights Agreement, dated as of September 22,
    2000 between the Registrant and Harris Trust and Savings Bank
    (which includes as Exhibit A thereto the Form of Preferred
    Stock Rights Certificate) (incorporated herein by reference to
    Exhibit 5 of the Registrants
    Form 8-A/A
    filed on September 26, 2000).4
.2

Form of Stock Certificate for
    Common Stock (incorporated herein by reference to
    Exhibit 4.1 to the Registrants registration statement
    on
    Form S-1
    (File
    No. 33-37363)).4
.3

Form of Stock Certificate for
    Series II or Special Voting Preferred Stock (incorporated
    herein by reference to Exhibit 4.3 to the Registrants
    annual report on
    Form 10-K
    for the fiscal year ended December 31, 2000).4
.4

Form of Share Capital and other
    Provisions to be included in the Articles of Incorporation of
    Maverick Tube (Canada) Inc. (incorporated herein by reference to
    Annex E to the Registrants definitive proxy statement
    filed on August 11, 2000).4
.5

Form of Support Agreement by and
    between the Registrant and Maverick Tube (Canada) Inc.
    (incorporated herein by reference to Annex F to the
    Registrants definitive proxy statement filed on
    August 11, 2000).4
.6

Form of Voting and Exchange
    Trust Agreement by and between the Registrant, Maverick
    Tube (Canada), Inc. and CIBC Mellon Trust Company (incorporated
    herein by reference to Annex G to the Registrants
    definitive proxy statement filed on August 11, 2000).4
.7

Indenture, dated as of
    June 9, 2003, between the Registrant and the Bank of New
    York (the 2003 Indenture) (incorporated herein by
    reference to Exhibit 4.3 to the Registrants
    registration statement on
    Form S-3,
    filed on July 11, 2003 (File
    No. 333-106976)).4
.8

Form of 4.00% Convertible
    Senior Subordinated Notes due 2033 (incorporated herein by
    reference to Exhibit A of the 2003 Indenture).4
.9

Registration Rights Agreement
    dated as of June 9, 2003 by and among the Registrant and
    J.P. Morgan Securities, Inc., Jefferies & Co.,
    Inc. and Raymond James & Associates, Inc. (incorporated
    herein by reference to Exhibit 4.5 to the Registrants
    registration statement on
    Form S-3,
    filed on July 11, 2003 (File
    No. 333-106976)).




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##### Table of Contents



ExhibitNumber

Description4
.10

First Supplemental Indenture,
    dated as of October 24, 2003, between the Registrant and
    the Bank of New York (incorporated herein by reference to
    Exhibit 4.6 to the Registrants registration statement
    on
    Form S-3/A,
    filed on October 27, 2003 (File
    No. 333-106976)).4
.11

Form of Indenture between the
    Registrant and The Bank of New York, N.A., as trustee, governing
    the 2004 4.00% Convertible Senior Subordinated Note due
    2033 (2004 Indenture) (incorporated herein by
    reference to Exhibit 4.1 to the Registrants
    registration statement on
    Form S-4/A,
    filed on December 20, 2004 (File
    No. 333-120923)).4
.12

Form of 2004
    4.00% Convertible Senior Subordinated Notes due 2033
    (incorporated herein by reference to Exhibit A of the 2004
    Indenture).4
.13

Form of Indenture between the
    Registrant and The Bank of New York Trust Company, N.A., as
    trustee, governing the 2005 1.875% Convertible Senior
    Subordinated Notes due 2025 (2005 Indenture)
    (incorporated herein by reference to Exhibit 4.1 to the
    Registrants current report on
    Form 8-K
    filed on November 16, 2005).4
.14

Form of 2005
    1.875% Convertible Senior Subordinated Notes due 2025
    (incorporated herein by reference to Exhibit 4.2 to the
    Registrants current report on
    Form 8-K
    filed on November 16, 2005).4
.15

Registration Rights Agreement,
    dated November 15, 2005, between the Registrant and Morgan
    Stanley & Co. Incorporated for the 2005 1.875%
    Convertible Senior Subordinated Note due 2025 (incorporated
    herein by reference to Exhibit 4.3 of the Registrants
    current report on
    Form 8-K
    filed November 16, 2005).10
.1

Lease and Agreement dated
    July 24, 1992, by and between the Registrant and the
    Arkansas Development Finance Authority (incorporated herein by
    reference to Exhibit 10.7 to the Registrants annual
    report on
    Form 10-K
    for the fiscal year ended September 30, 1992).10
.2*

Maverick Tube Corporation Savings
    for Retirement Plan effective on February 15, 1988, as
    amended (incorporated herein by reference to Exhibit 10.11
    to the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1993).10
.3*

The Maverick Tube Corporation 1994
    Stock Option Plan (the 1994 Employee Plan)
    (incorporated herein by reference to Exhibit 10.17 of the
    Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1994).10
.3.1*

First Amendment to the 1994
    Employee Plan (incorporated herein by reference to
    Exhibit 10.23 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1996).10
.4*

The Maverick Tube Corporation
    Director Stock Option Plan (the 1994 Director
    Plan) (incorporated herein by reference to
    Exhibit 10.18 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1994).10
.4.1*

Amendment #1 to the
    1994 Director Plan (incorporated herein by reference to
    Exhibit 10.24 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1996).10
.4.2*

Form of Director Non-Qualified
    Stock Option Agreement issuable under the 1994 Director
    Plan (incorporated herein by reference to Exhibit 10.4.2 of
    the Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.5*

Amended and Restated Maverick Tube
    Corporation 2004 Omnibus Incentive Plan (2004 Employee
    Plan) (incorporated herein by reference to
    Exhibit 10.5 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.5.1*

Form of Non-Qualified Stock Option
    Agreement issuable under the 2004 Employee Plan (incorporated
    herein by reference to Exhibit 10.5.1 of the
    Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.5.2*

Form of Restricted Stock Award
    Agreement issuable under the 2004 Employee Plan (incorporated
    herein by reference to Exhibit 10.5.2 of the
    Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.5.3*

Form of Restricted Stock Unit
    Award Agreement issuable under the 2004 Employee Plan
    (incorporated herein by reference to Exhibit 10.5.3 of the
    Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.5.4

Second Amended and Restated
    Maverick Tube Corporation 2004 Omnibus Incentive Plan
    (incorporated herein by reference to Appendix A of the
    registrants definitive proxy statement on
    Schedule 14A filed April 5, 2005).




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##### Table of Contents



ExhibitNumber

Description10
.6*

Maverick Tube Corporation 2004
    Stock Incentive Plan for Non-Employee Directors (incorporated
    herein by reference to Attachment C to the registrants
    definitive proxy statement filed on March 29, 2004), as
    amended by First Amendment dated February 23, 2005
    (incorporated herein by reference to Exhibit 10.1 to
    Registrants current report on
    Form 8-K
    filed on March 2, 2005).10
.7*

Form of Deferred Compensation
    Agreement between the Registrant and T. Scott Evans dated
    October 1, 1995 (incorporated herein by reference to
    Exhibit 10.22 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1996).10
.7.1*

Restated Senior Executive Deferred
    Compensation Plan between the Registrant and Messrs. Gregg
    Eisenberg, T. Scott Evans, Sudhakar Kemthammeni and Jim Cowan
    dated February 20, 2003 (incorporated herein by reference
    to Exhibit 10.30 to the Registrants annual report on
    Form 10-K/A
    for the period ended December 31, 2003).10
.8*

Form of Severance Agreement dated
    November 11, 1998, by and among the Registrant and Gregg
    Eisenberg and Sudhakar Kanthamneni (incorporated herein by
    reference to Exhibit 10.16 of the Registrants annual
    report on
    Form 10-K
    for the fiscal year ended September 30, 1998).10
.9

Agreement of Limited Partnership
    of Maverick Tube, L.P. between the Registrant and Maverick
    Investment Corporation (incorporated herein by reference to
    Exhibit 10.13 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended September 30, 1998).10
.10*

Amended and Restated Prudential
    Steel Ltd. Stock Option Plan (incorporated herein by reference
    to Exhibit 99.1 of the Registrants registration
    statement on
    Form S-8
    filed on September 27, 2000 (File
    No. 333-46740)).10
.11*

Amended and Restated Prudential
    Steel Ltd. Pension Plan for Salaried Employees restated
    effective January 1, 1992 and including amendments to
    January 1, 1998 (incorporated herein by reference to
    Exhibit 10.15 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2000 (in Canadian
    dollars)).10
.12

Lease Agreement dated
    January 10, 2001, by and between the Registrant and
    Commercial Resins Company, Inc. (incorporated herein by
    reference to Exhibit 10.18 of the Registrants annual
    report on
    Form 10-K
    for the fiscal year ended December 31, 2000).10
.13*

Prudential Steel Ltd. Supplemental
    Employees Retirement Plan dated as of January 1, 1994
    (incorporated herein by reference to Exhibit 10.19 of the
    Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2000).10
.15*

Second Amendment to the 1994 Stock
    Option Plan (incorporated herein by reference to
    Exhibit 10.2 of the Registrants quarterly report on
    Form 10-Q
    for the period ended March 31, 2001).10
.16

Amending Letter to the Letter
    Agreement dated December 27, 2000 between Prudential Steel
    Ltd. and Royal Bank of Canada (incorporated herein by reference
    to Exhibit 10.1 of the Registrants quarterly report
    on
    Form 10-Q
    for the period ended September 30, 2001).10
.17

Initial Collective Bargaining
    Agreement between the Registrant and the United Steelworkers of
    America, effective as of January 1, 2003 through
    November 15, 2005 (incorporated herein by reference to
    Exhibit 10.30 of the Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2002).10
.18

Collective Bargaining Agreement
    between the Registrant and the United Steelworkers of America,
    effective as of January 1, 2003 through November 15,
    2005 (incorporated herein by reference to Exhibit 10.31 of
    the Registrants annual report on
    Form 10-K
    for the fiscal year ended December 31, 2002).10
.19*

Employment contract between the
    Registrant and Jim Cowan dated February 20, 2003
    (incorporated herein by reference to Exhibit 10.3 of the
    Registrants quarterly report on
    Form 10-Q
    for the period ended March 31, 2003).10
.20*

Severance Agreement dated
    February 19, 2003, by and among the Registrant and Jim
    Cowan (incorporated herein by reference to Exhibit 10.28 of
    the Registrants annual report on
    Form 10-K,
    as amended, for the period ended December 31, 2003).10
.21*

Severance Agreement, entered into
    as of May 11, 2004, by and between the Registrant and
    Pamela G. Boone (the Boone Severance Agreement)
    (incorporated herein by reference to Exhibit 10.1 of the
    Registrants current report on
    Form 8-K
    filed on January 14, 2005).




---



##### Table of Contents



ExhibitNumber

Description10
.21.1*

Addendum to the Boone Severance
    Agreement dated January 12, 2005 (incorporated herein by
    reference to Exhibit 10.23.1 of the Registrants
    annual report on
    Form 10-K
    for the period ended December 31, 2004).10
.22*

Agreement and General Release,
    entered into as of October 18, 2004, by and between the
    Registrant and Gregg Eisenberg (incorporated herein by reference
    to Exhibit 10.24 of the Registrants annual report on
    Form 10-K
    for the period ended December 31, 2004).10
.23*

Severance Agreement dated
    May 11, 2004 by and between the Registrant and Richard W.
    Preckel (incorporated herein by reference to Exhibit 10.25
    of the Registrants annual report on
    Form 10-K
    for the period ended December 31, 2004).10
.24

Credit Agreement, dated
    May 27, 2005 among the Registrant and its subsidiaries, on
    the one hand and the JPMorgan Chase Bank, N.A. and JPMorgan
    Chase Bank Toronto Branch, on the other hand (incorporated
    herein by reference to Exhibit 10.1 of the
    Registrants quarterly report on
    Form 10-Q
    for the period ended June 30, 2005).10
.25

Amended and Restated Credit
    Agreement dated as of August 5, 2005 by and among the
    Registrant and its subsidiaries and JP Morgan Chase Bank, N.A.
    and other financial lenders now or hereinafter a party to the
    agreement (incorporated herein by reference to Exhibit 10.1
    of the Registrants quarterly report on
    Form 10-Q
    for the period ended September 30, 2005).10
.26

Asset purchase agreement between
    the Registrant and Maverick Tube, L.P., a subsidiary of the
    Registrant and Atlas Tube, Inc. and Atlas Tube (USA) Inc., a
    subsidiary of Atlas Tube, Inc. dated June 30, 2005
    (incorporated herein by reference to Exhibit 10.1 of the
    Registrants current report on
    Form 8-K
    filed on July 6, 2005).10
.27*

Form of Indemnification Agreement
    with Executive Officers and Directors (incorporated herein by
    reference to Exhibit 10.1 of the Registrants current
    report on
    Form 8-K
    filed on August 16, 2005).10
.28*

Agreement and General Release
    dated August 29, 2005 between Registrant and James A. Cowan
    (incorporated herein by reference to Exhibit 10.1 of the
    Registrants current report on
    Form 8-K
    filed on August 30, 2005).10
.29*

Form of Severance Agreement dated
    September 13, 2005 between the Registrant and C. Robert
    Bunch, Joyce M. Schuldt and T. Scott Evans (incorporated herein
    by reference to Exhibit 10.1 of the Registrants
    current report on
    Form 8-K
    filed on September 19, 2005).10
.30

Convertible note hedge transaction
    confirmation, dated November 9, 2005, between the
    Registrant and Morgan Stanley & Co. International
    Limited (incorporated herein by reference to Exhibit 10.1
    of the Registrants current report on
    Form 8-K
    filed November 16, 2005).10
.30.1

Amendment dated November 16,
    2005 to convertible note hedge transaction confirmation
    (incorporated herein by reference to Exhibit 10.1 of the
    Registrants current report on
    Form 8-K
    filed November 22, 2005).10
.31

Warrant transaction confirmation,
    dated November 9, 2005, between the Registrant and Morgan
    Stanley & Co. International Limited (incorporated
    herein by reference to Exhibit 10.2 of the
    Registrants current report on
    Form 8-K
    filed November 16, 2005).10
.31.1

Amendment dated November 16,
    2005 to warrant transaction confirmation (incorporated herein by
    reference to Exhibit 10.2 of the Registrants current
    report on
    Form 8-K
    filed November 22, 2005).10
.32*

Severance agreement dated
    October 18, 2004 by and between the Registrant and Gregg
    Eisenberg (incorporated herein by reference to
    Exhibit 10.24 of the Registrants annual report on
    Form 10-K
    for the period ended December 31, 2004).10
.33

Promissory note, dated
    August 26, 2005 between Tubos del Carible Ltda. (a
    subsidiary of the Registrant) and Bancolombia (Panama) S.A.12
.1

Computation of Earnings to Fixed
    Charges.14


Code of Business Conduct and
    Ethics (incorporated herein by reference to Exhibit 99.1 of
    the Registrants current report on
    Form 8-K
    filed March 6, 2006 and posted to our website at
    www.mavericktube.com).21


Subsidiaries of the Registrant.23
.1

Consent of Ernst & Young
    LLP, independent registered public accounting firm.




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##### Table of Contents



ExhibitNumber

Description31
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.31
.2

Certification of principal
    financial officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.32
.1

Certificate (Pursuant to
    18 U.S.C. Section 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002) of
    Chief Executive Officer.32
.2

Certificate (Pursuant to
    18 U.S.C. Section 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002) of
    principal financial officer.     *
    
    Management contract or compensatory plan or arrangement