##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 10-Q

(Mark One)

[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 29, 2002

OR

[   ]      Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from  to  .

Commission file number 1-12164

WOLVERINE TUBE, INC.




(Exact name of registrant as specified in its charter)


|                                         |  |                                  
|---------------------------------------- |  | ---------------------------------
|Delaware                                 |  | 63-0970812                       
|                                         |  |                                  
|(State of Incorporation)                 |  | (IRS Employer Identification No.)
|                                         |  |                                  
|200 Clinton Avenue West, Suite 1000      |  |                                  
|Huntsville, Alabama                      |  | 35801                            
|                                         |  |                                  
|(Address of Principal Executive Offices) |  | (Zip Code)                       

(256) 353-1310




(Registrants Telephone Number, including Area Code)


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

YES [X]      NO [   ]

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

|                              |  |                                   
|----------------------------- |  | ----------------------------------
|Class                         |  | Outstanding as of November 1, 2002
|                              |  |                                   
|Common Stock, $0.01 Par Value |  | 12,259,780 Shares                 





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TABLE OF CONTENTS



|                                     |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I                              
|                                     | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                     |                                                                                               | Condensed Consolidated Statements of Income         
|                                     |                                                                                               | Condensed Consolidated Balance Sheets               
|                                     |                                                                                               | Condensed Consolidated Statements of Cash Flows     
|                                     |                                                                                               | Notes to Condensed Consolidated Financial Statements
|                                     | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                     | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                     | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION          
|                                     | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                     | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|Amendment No. 1 to Credit Agreement 
|First Amendment to Pledge Agreement 
|Joinder Agreement                   
|Section 906 Certification of the CEO
|Section 906 Certification of the CFO



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##### Table of Contents



FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

|        |  |                                                                                       |  |                                                                                                                                              |    |          |   | 
|------- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- | -- | -------- | - | 
|        |  |                                                                                       |  |                                                                                                                                              |    | Page No.
|        |  |                                                                                       |  |                                                                                                                                              |    |         
|PART I 
|Item 1. |  | Financial Statements                                                                  |  |                                                                                                                                              |    |         
|        |  |                                                                                       |  | Condensed Consolidated Statements of Income (Unaudited) 
Three-Month and Nine-Month Periods Ended
September 29, 2002 and September 30, 2001 |    |          | 1 | 
|        |  |                                                                                       |  | Condensed Consolidated Balance Sheets
September 29, 2002 and December 31, 2001                                                               |    |          | 2 | 
|        |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows (Unaudited) 
Nine-Month Periods Ended September
29, 2002 and September 30, 2001             |    |          | 3 | 
|        |  |                                                                                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                             |    |          | 4 | 
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |                                                                                                                                              | 20 |         
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                                                                                                              | 32 |         
|Item 4. |  | Controls and Procedures                                                               |  |                                                                                                                                              | 34 |         
|PART II
|Item 1. |  | Legal Proceedings                                                                     |  |                                                                                                                                              | 35 |         
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                                                              | 35 |         





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##### Table of Contents









ITEM 1. FINANCIAL STATEMENTS

Wolverine Tube, Inc. and Subsidiaries




Condensed Consolidated Statements of Income


(Unaudited)


|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |       | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | - | ------------------------- | ------ | ------------------------ | - | ------------- | ----- | ------------- | - | ------- | ------ | ---------- | - | ------- | ----- | 
|                                                                                                                                                                                                          |                                |   | Three-month period ended: |        | Nine-month period ended:
|                                                                                                                                                                                                          |                                |   | September 29,             |        | September 30,            |   | September 29, |       | September 30,
|                                                                                                                                                                                                          |                                |   | 2002                      |        | 2001                     |   | 2002          |       | 2001         
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   | (Restated)    |       |               |   |         |        | (Restated)
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |              
|(In thousands except per share amounts)                                                                                                                                                                  
|Net sales                                                                                                                                                                                                 |                                | $ | 134,817                   |        |                          | $ | 136,103       |       |               | $ | 424,907 |        |            | $ | 470,057 |      
|Cost of goods sold                                                                                                                                                                                        |                                |   | 120,347                   |        |                          |   | 121,191       |       |               |   | 376,902 |        |            |   | 417,587 |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Gross profit                                                                                                                                                                                              |                                |   | 14,470                    |        |                          |   | 14,912        |       |               |   | 48,005  |        |            |   | 52,470  |      
|Selling, general and administrative expenses                                                                                                                                                              |                                |   | 7,061                     |        |                          |   | 7,609         |       |               |   | 23,215  |        |            |   | 23,929  |      
|Restructuring and other charges                                                                                                                                                                           |                                |   |                          |        |                          |   | 1,546         |       |               |   |        |        |            |   | 1,546   |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Operating income from continuing operations                                                                                                                                                               |                                |   | 7,409                     |        |                          |   | 5,757         |       |               |   | 24,790  |        |            |   | 26,995  |      
|Other (income) expenses:                                                                                                                                                                                  |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|                                                                                                                                                                                                          | Interest expense, net          |   |                           | 5,620  |                          |   |               | 3,068 |               |   |         | 14,921 |            |   |         | 9,956 | 
|                                                                                                                                                                                                          | Gain on extinguishment of debt |   |                           | (1,074 | )                        |   |               |      |               |   |         | (1,074 | )          |   |         |      | 
|                                                                                                                                                                                                          | Amortization and other, net    |   |                           | 455    |                          |   |               | (88   | )             |   |         | 1,057  |            |   |         | 19    | 
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Income from continuing operations before tax
income                                                                                                                                                       |                                |   | 2,408                     |        |                          |   | 2,777         |       |               |   | 9,886   |        |            |   | 17,020  |      
|Income tax provision                                                                                                                                                                                      |                                |   | 581                       |        |                          |   | 640           |       |               |   | 2,885   |        |            |   | 4,826   |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Income from continuing operations                                                                                                                                                                         |                                |   | 1,827                     |        |                          |   | 2,137         |       |               |   | 7,001   |        |            |   | 12,194  |      
|Loss from discontinued operations, net of income
tax provision of tax of $0 and $0.6 million for the three- period
month and $0 and $3.3 million for the nine-month period of 2002 and 2001, respectively |                                |   |                          |        |                          |   | (938          | )     |               |   |        |        |            |   | (5,429  | )    
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Net income                                                                                                                                                                                                |                                |   | 1,827                     |        |                          |   | 1,199         |       |               |   | 7,001   |        |            |   | 6,765   |      
|Less preferred stock dividends                                                                                                                                                                            |                                |   |                          |        |                          |   | (70           | )     |               |   | (58     | )      |            |   | (210    | )    
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Net income applicable to common shares                                                                                                                                                                    |                                | $ | 1,827                     |        |                          | $ | 1,129         |       |               | $ | 6,943   |        |            | $ | 6,555   |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Earnings per common share  basic:                                                                                                                                                                        |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Income from continuing operations                                                                                                                                                                         |                                | $ | 0.15                      |        |                          | $ | 0.17          |       |               | $ | 0.57    |        |            | $ | 0.99    |      
|Loss from discontinued operations                                                                                                                                                                         |                                |   |                          |        |                          |   | (0.08         | )     |               |   |        |        |            |   | (0.45   | )    
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Net income per common share  basic                                                                                                                                                                       |                                | $ | 0.15                      |        |                          | $ | 0.09          |       |               | $ | 0.57    |        |            | $ | 0.54    |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Basic weighted average number of common shares                                                                                                                                                            |                                |   | 12,258                    |        |                          |   | 12,085        |       |               |   | 12,219  |        |            |   | 12,071  |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Earnings per common share  diluted:                                                                                                                                                                      |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Income from continuing operations                                                                                                                                                                         |                                | $ | 0.15                      |        |                          | $ | 0.17          |       |               | $ | 0.56    |        |            | $ | 0.97    |      
|Loss from discontinued operations                                                                                                                                                                         |                                |   |                          |        |                          |   | (0.08         | )     |               |   |        |        |            |   | (0.44   | )    
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Net income per common share  diluted                                                                                                                                                                     |                                | $ | 0.15                      |        |                          | $ | 0.09          |       |               | $ | 0.56    |        |            | $ | 0.53    |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      
|Diluted weighted average number of common and
common equivalent shares                                                                                                                                    |                                |   | 12,405                    |        |                          |   | 12,378        |       |               |   | 12,351  |        |            |   | 12,322  |      
|                                                                                                                                                                                                          |                                |   |                           |        |                          |   |               |       |               |   |         |        |            |   |         |      

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries




Condensed Consolidated Balance Sheets


|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|--------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------- | ------- | ------------ | - | ------- | ------- | -
|                                                                                                                                  |                                                                                                                                                                             |             | September 29, |         | December 31,
|                                                                                                                                  |                                                                                                                                                                             |             | 2002          |         | 2001        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |             
|(In thousands except per share amounts)                                                                                           |                                                                                                                                                                             | (Unaudited) |               | (Note) 
|Assets                                                                                                                            |                                                                                                                                                                             |             |               |         |              |   |         |        
|Current assets                                                                                                                    |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                                                                                                  | Cash and equivalents                                                                                                                                                        |             | $             | 47,368  |              |   | $       | 22,739  |  
|                                                                                                                                  | Accounts receivable, net                                                                                                                                                    |             |               | 81,295  |              |   |         | 67,164  |  
|                                                                                                                                  | Inventories                                                                                                                                                                 |             |               | 82,519  |              |   |         | 103,360 |  
|                                                                                                                                  | Refundable income taxes                                                                                                                                                     |             |               |        |              |   |         | 2,410   |  
|                                                                                                                                  | Prepaid expenses and other                                                                                                                                                  |             |               | 7,766   |              |   |         | 7,230   |  
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total current assets                                                                                                              |                                                                                                                                                                             |             | 218,948       |         |              |   | 202,903 |        
|Property, plant and equipment, net                                                                                                |                                                                                                                                                                             |             | 211,409       |         |              |   | 218,476 |        
|Deferred charges, net                                                                                                             |                                                                                                                                                                             |             | 10,954        |         |              |   | 3,125   |        
|Goodwill, net                                                                                                                     |                                                                                                                                                                             |             | 100,010       |         |              |   | 99,870  |        
|Assets held for sale                                                                                                              |                                                                                                                                                                             |             | 6,545         |         |              |   | 9,072   |        
|Prepaid pensions                                                                                                                  |                                                                                                                                                                             |             | 4,056         |         |              |   | 5,981   |        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total assets                                                                                                                      |                                                                                                                                                                             | $           | 551,922       |         |              | $ | 539,427 |        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Liabilities, Redeemable Preferred Stock and Stockholders Equity                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Current liabilities                                                                                                               |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                                                                                                  | Accounts payable                                                                                                                                                            |             | $             | 31,728  |              |   | $       | 34,137  |  
|                                                                                                                                  | Accrued liabilities                                                                                                                                                         |             |               | 18,037  |              |   |         | 25,689  |  
|                                                                                                                                  | Short-term borrowings                                                                                                                                                       |             |               | 643     |              |   |         | 1,684   |  
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total current liabilities                                                                                                         |                                                                                                                                                                             |             | 50,408        |         |              |   | 61,510  |        
|Deferred income taxes                                                                                                             |                                                                                                                                                                             |             | 12,874        |         |              |   | 9,225   |        
|Long-term debt                                                                                                                    |                                                                                                                                                                             |             | 260,166       |         |              |   | 247,698 |        
|Postretirement benefit obligation                                                                                                 |                                                                                                                                                                             |             | 15,720        |         |              |   | 15,720  |        
|Accrued environmental remediation                                                                                                 |                                                                                                                                                                             |             | 1,411         |         |              |   | 1,862   |        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total liabilities                                                                                                                 |                                                                                                                                                                             |             | 340,579       |         |              |   | 336,015 |        
|Redeemable preferred stock, par value $1 per share; 500,000 shares
authorized; 20,000 issued and outstanding at December 31, 2001 |                                                                                                                                                                             |             |              |         |              |   | 2,000   |        
|Stockholders equity                                                                                                              |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                                                                                                  | Common stock, par value $0.01 per share; 40,000,000 shares
authorized; 14,323,580 and 14,276,831 shares issued as of
September 29, 2002 and December 31, 2001, respectively |             |               | 143     |              |   |         | 143     |  
|                                                                                                                                  | Additional paid-in capital                                                                                                                                                  |             |               | 103,233 |              |   |         | 103,759 |  
|                                                                                                                                  | Retained earnings                                                                                                                                                           |             |               | 165,988 |              |   |         | 159,045 |  
|                                                                                                                                  | Unearned compensation                                                                                                                                                       |             |               | (361    | )            |   |         | (165    | )
|                                                                                                                                  | Accumulated other comprehensive loss                                                                                                                                        |             |               | (20,285 | )            |   |         | (21,898 | )
|                                                                                                                                  | Treasury stock, at cost; 2,063,800 and 2,179,900 shares as of
September 29, 2002 and December 31, 2001, respectively                                                        |             |               | (37,375 | )            |   |         | (39,472 | )
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total stockholders equity                                                                                                        |                                                                                                                                                                             |             | 211,343       |         |              |   | 201,412 |        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|Total liabilities, redeemable preferred stock and stockholders equity                                                            |                                                                                                                                                                             | $           | 551,922       |         |              | $ | 539,427 |        
|                                                                                                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  

|      |  |                                                                                                                                                                                                                                                                                                                                           
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: |  | The Balance Sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. See
Notes to Condensed Consolidated Financial Statements

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries




Condensed Consolidated Statements of Cash Flows


(Unaudited)


|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |        |        |  
|-------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------- | ------- | ------------------------ | ------- | ------------------ | ------- | ------ | ------ | -
|                                                                                                         |                                              |                                                                                 |         | Nine-month period ended:
|                                                                                                         |                                              |                                                                                 |         | September 29, 2002       |         | September 30, 2001
|                                                                                                         |                                              |                                                                                 |         |                          |         |                   
|(In thousands)                                                                                           |                                              |                                                                                 |         |                          |         | (Restated)        
|Operating Activities                                                                                     |                                              |                                                                                 |         |                          |         |                    |         |       
|Income from continuing operations                                                                        |                                              | $                                                                               | 7,001   |                          |         | $                  | 12,194  |       
|Adjustments to reconcile income from continuing
operations to net cash provided by operating
activities: |                                              |                                                                                 |         |                          |         |                    |         |       
|                                                                                                         | Depreciation and amortization                |                                                                                 |         | 13,326                   |         |                    |         | 13,755 |       
|                                                                                                         | Deferred income taxes                        |                                                                                 |         | (6                       | )       |                    |         | (1,718 | )     
|                                                                                                         | Non-cash portion of restructuring charge     |                                                                                 |         |                         |         |                    |         | 1,531  |       
|                                                                                                         | Gain on retirement of senior notes           |                                                                                 |         | (1,074                   | )       |                    |         |       |       
|                                                                                                         | Other non-cash items                         |                                                                                 |         | 497                      |         |                    |         | (1,170 | )     
|                                                                                                         | Changes in operating assets and liabilities: |                                                                                 |         |                          |         |                    |         |        |       
|                                                                                                         |                                              | Accounts receivable, net                                                        |         |                          | (15,519 | )                  |         |        | (3,612 | )
|                                                                                                         |                                              | Inventories                                                                     |         |                          | 13,460  |                    |         |        | 3,154  |  
|                                                                                                         |                                              | Refundable income taxes                                                         |         |                          | 8,223   |                    |         |        | 8,502  |  
|                                                                                                         |                                              | Prepaid expenses and other                                                      |         |                          | 1,061   |                    |         |        | (1,265 | )
|                                                                                                         |                                              | Accounts payable                                                                |         |                          | 706     |                    |         |        | (7,051 | )
|                                                                                                         |                                              | Accrued liabilities including pension,
postretirement benefit and environmental |         |                          | 382     |                    |         |        | (3,807 | )
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Net cash provided by operating activities                                                                |                                              |                                                                                 | 28,057  |                          |         |                    | 20,513  |       
|Investing Activities                                                                                     |                                              |                                                                                 |         |                          |         |                    |         |       
|Additions to property, plant and equipment                                                               |                                              |                                                                                 | (5,409  | )                        |         |                    | (25,774 | )     
|Acquisition of business assets                                                                           |                                              |                                                                                 |        |                          |         |                    | (1,600  | )     
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Net cash used for investing activities                                                                   |                                              |                                                                                 | (5,409  | )                        |         |                    | (27,374 | )     
|Financing Activities                                                                                     |                                              |                                                                                 |         |                          |         |                    |         |       
|Financing fees and expenses paid                                                                         |                                              |                                                                                 | (8,564  | )                        |         |                    |        |       
|Net borrowings (payments) on revolving credit facilities                                                 |                                              |                                                                                 | (98,948 | )                        |         |                    | 21,725  |       
|Net increase (decrease) in note payable                                                                  |                                              |                                                                                 | 1,914   |                          |         |                    | (333    | )     
|Proceeds from issuance of senior notes                                                                   |                                              |                                                                                 | 118,546 |                          |         |                    |        |       
|Retirement of senior notes                                                                               |                                              |                                                                                 | (9,176  | )                        |         |                    |        |       
|Issuance of common stock                                                                                 |                                              |                                                                                 | 69      |                          |         |                    | 130     |       
|Redemption of preferred stock                                                                            |                                              |                                                                                 | (1,000  | )                        |         |                    |        |       
|Dividends paid on preferred stock                                                                        |                                              |                                                                                 | (58     | )                        |         |                    | (210    | )     
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Net cash provided by financing activities                                                                |                                              |                                                                                 | 2,783   |                          |         |                    | 21,312  |       
|Effect of exchange rate on cash and equivalents                                                          |                                              |                                                                                 | 284     |                          |         |                    | (985    | )     
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Net cash provided by continuing operations                                                               |                                              |                                                                                 | 25,715  |                          |         |                    | 13,466  |       
|Net cash used for discontinued operations                                                                |                                              |                                                                                 | (1,086  | )                        |         |                    | (12,215 | )     
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Net increase in cash and equivalents                                                                     |                                              |                                                                                 | 24,629  |                          |         |                    | 1,251   |       
|Cash and equivalents at beginning of period                                                              |                                              |                                                                                 | 22,739  |                          |         |                    | 23,458  |       
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       
|Cash and equivalents at end of period                                                                    |                                              | $                                                                               | 47,368  |                          |         | $                  | 24,709  |       
|                                                                                                         |                                              |                                                                                 |         |                          |         |                    |         |       

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries




Notes to Condensed Consolidated Financial Statements


September 29, 2002
(Unaudited)


NOTE 1.       BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of Wolverine Tube, Inc. (the Company) and its majority-owned
subsidiaries after elimination of significant intercompany accounts and
transactions. References to the Company, we or us refer to Wolverine
Tube, Inc. and its consolidated subsidiaries, unless the context otherwise
requires. The accompanying condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and do not include
all the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. The
accompanying condensed consolidated financial statements (and all information
in this report) have not been examined by independent auditors; but, in the
opinion of management, all adjustments, which consist of normal recurring
accruals necessary for a fair presentation of the results for the periods, have
been made. The results of operations for the three-month and nine-month
periods ended September 29, 2002 are not necessarily indicative of the results
of operations that may be expected for the year ending December 31, 2002. For
further information, refer to the consolidated financial statements and notes
included in our Annual Report on Form 10-K for the year ended December 31,
2001.

We use our internal operational reporting cycle for quarterly financial reporting.

NOTE 2.       CONTINGENCIES

We are subject to extensive environmental regulations imposed by federal,
state, provincial and local authorities in the United States, Canada, China and
Portugal with respect to emissions to air, discharges to waterways, and the
generation, handling, storage, transportation, treatment and disposal of waste
materials, and we have received various communications from regulatory
authorities concerning environmental matters. We have accrued estimated
environmental remediation costs of $1.4 million at September 29, 2002,
consisting primarily of $0.9 million for the Decatur, Alabama facility, $0.1
million for the Greenville, Mississippi facility and $0.4 million for the
Ardmore, Tennessee facility.

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NOTE 3.       INVENTORIES

Inventories are as follows:

|                           |  |                    |        |                   |  |   |         | 
|-------------------------- |  | ------------------ | ------ | ----------------- |  | - | ------- | 
|                           |  | September 29, 2002 |        | December 31, 2001
|                           |  |                    |        |                  
|(In thousands)             |  |                    |        |                   |  |   |         | 
|Finished products          |  | $                  | 20,726 |                   |  | $ | 22,565  | 
|Work-in-process            |  |                    | 14,148 |                   |  |   | 20,850  | 
|Raw materials and supplies |  |                    | 47,645 |                   |  |   | 59,945  | 
|                           |  |                    |        |                   |  |   |         | 
|Totals                     |  | $                  | 82,519 |                   |  | $ | 103,360 | 
|                           |  |                    |        |                   |  |   |         | 

During the year ended December 31, 2001, we changed our method of accounting
for inventories from the last-in, first-out (LIFO) method to the first-in,
first-out (FIFO) method for portions of our finished products, work-in-process
and raw materials inventories. We applied this change in method of inventory
costing retroactively by restating the prior years financial statements. The
effect of the change in method on previously reported operating results for the
three-months and nine-months ended September 30, 2001 was to increase
(decrease) net income by $1.3 million ($0.11 per diluted share) and ($2.9)
million ($0.24 loss per diluted share), respectively.

The reduction of inventory in 2002 attributable to discontinuing the operations
of Wolverine Ratcliffs, Inc. is $9.6 million.

NOTE 4.       GOODWILL

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets. This statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets. SFAS No. 142
eliminates amortization of goodwill and requires an impairment-only model for
recording the value of goodwill. SFAS No. 142 presumes that goodwill has an
indefinite useful life and thus should not be amortized, but rather tested at
least annually for impairment using a lower of cost or fair value approach.

On January 1, 2002, we adopted SFAS No. 142. Accordingly, we ceased
amortization of all previously recorded goodwill as of that date. A
transitional impairment test of all goodwill was required within six months of
adopting SFAS No. 142. We completed the transitional impairment test of
goodwill (as of January 1, 2002) required by the new rules during the second
quarter of 2002. Based on the results of these tests, the fair value of the
tested business units exceeded the carrying value of those business units and
thus no transitional impairment charge was recorded. At September 29, 2002,
we had $118.6 million of goodwill, net of $18.6 million of accumulated
amortization. The increase in goodwill during 2002 results from the
translation of the goodwill of our distribution center in The Netherlands whose
functional currency is the Euro.

Income from continuing operations for the three and nine-month periods of 2001,
adjusted to exclude amortization expense recognized related to goodwill would
have been $2.8 million, or $0.22 per diluted share and $14.2 million, or $1.14
per diluted share, respectively. Including the loss from discontinued
operations, net income for the three and nine-month periods of 2001 adjusted to
exclude amortization expense related to goodwill would have been $1.9 million,
or $0.15 per diluted share and $9.0 million, or $0.71 per diluted share,
respectively. Adoption of SFAS No. 142 is expected to increase our net income
in 2002 by approximately $2.7 million net of tax or $0.22 per share due to the
elimination of amortization of goodwill.

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NOTE 5.       INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $0.1
million and $33 thousand for the three-month period ended September 29, 2002
and $0.1 million and $0.3 million for the three-month period ended September
30, 2001. Interest expense is net of interest income and capitalized interest
of $0.4 million and $0.2 million for the nine-month period ended September 29,
2002, and $0.6 million and $1.0 million for the nine-month period ended
September 30, 2001. Interest expense is also net of interest income from loans
to the discontinued operations of Wolverine Ratcliffs, Inc. which was $0.1
million and $0.7 million for the three and nine month periods ended September
29, 2002, respectively, and $0.3 million and $0.8 million for the three and
nine month periods ended September 30, 2001, respectively.

NOTE 6.       DEBT

Long-term debt consists of the following:

|                                                                                                                                           |  |               |         |              |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | ------------ |  | - | ------- | -
|                                                                                                                                           |  | September 29, |         | December 31,
|                                                                                                                                           |  | 2002          |         | 2001        
|                                                                                                                                           |  |               |         |             
|(In thousands)                                                                                                                             |  |               |         |              |  |   |         |  
|Revolving Credit facility, interest
averaged 5.5% in 2001, (refinanced
on March 27, 2002 from proceeds of
$120 million 10.5% Senior Notes) |  | $             |        |              |  | $ | 97,906  |  
|Senior Notes, 10.5%, due April 2009                                                                                                        |  |               | 118,000 |              |  |   |        |  
|Discount on 10.5% Senior Notes,
original issue discount amortized
over 7 years                                                             |  |               | (1,324  | )            |  |   |        |  
|Senior Notes, 7.375%, due August 2008                                                                                                      |  |               | 141,750 |              |  |   | 150,000 |  
|Discount on 7.375% Senior Notes,
original issue discount amortized
over 10 years                                                           |  |               | (174    | )            |  |   | (208    | )
|Netherlands facility, due on demand                                                                                                        |  |               | 632     |              |  |   | 1,671   |  
|Other foreign facilities                                                                                                                   |  |               | 1,925   |              |  |   | 13      |  
|                                                                                                                                           |  |               |         |              |  |   |         |  
|                                                                                                                                           |  |               | 260,809 |              |  |   | 249,382 |  
|Less short-term borrowings                                                                                                                 |  |               | 643     |              |  |   | (1,684  | )
|                                                                                                                                           |  |               |         |              |  |   |         |  
|Totals                                                                                                                                     |  | $             | 260,166 |              |  | $ | 247,698 |  
|                                                                                                                                           |  |               |         |              |  |   |         |  

On March 27, 2002 we entered into two new financing agreements to replace our
existing revolving credit facility which was scheduled to mature on April 30,
2002. We issued $120 million in principal amount of 10.5% Senior Notes that
will mature in 2009. We sold these notes for 98.8% of their face amount and
recorded a discount of $1.5 million, which we are amortizing over the
seven-year term of the Senior Notes. The 10.5% Senior Notes were issued
pursuant to an Indenture, dated as of March 27, 2002, between us and First
Union National Bank, as Trustee. The 10.5% Senior Notes (i) have interest
payment dates of April 1 and October 1 of each year, (ii) are redeemable after
the dates and at the prices (expressed in percentages of principal amount on
the redemption date), as set forth below:

|                             |  |            |         |  
|---------------------------- |  | ---------- | ------- | -
|Year                         |  | Percentage
|                             |  |           
|April 1, 2006                |  |            | 105.250 | %
|April 1, 2007                |  |            | 102.625 | %
|April 1, 2008 and thereafter |  |            | 100.000 | %

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and (iii) are senior unsecured obligations and are senior in right of payment
to any of our future subordinated obligations.

We also entered into a secured revolving credit facility concurrently with the
closing of the 10.5% Senior Notes offering. The new revolving credit facility
provides for up to a $37.5 million line of credit (subject to a $2 million
excess availability requirement) dependent on the levels of and secured by our
eligible accounts receivable and inventory. The new revolving credit facility
provides for interest at the Eurodollar rate plus 2.5% or the U.S. base rate
plus 1%. Commitment fees on the unused available portion of the facility are
0.5%. The new revolving credit facility matures on March 27, 2005.

As of September 29, 2002, we had no outstanding obligations under our secured
revolving credit facility. We had approximately $5.5 million of standby
letters of credit outstanding that are collateralized with the secured
revolving credit facility and approximately $32.0 million (subject to a $2
million excess availability requirement) in additional borrowing availability
thereunder.

In October 2002, we completed an interest rate swap on $50.0 million notional
amount of our 7.375% Senior Notes. The terms of the interest rate swap are a
semi-annual payment date of February 1 and August 1, a floating rate option of
the six-month LIBOR rate plus a spread of 3.76% and a termination date of
August 1, 2008. We used approximately $6.3 million of our borrowing
availability under our secured revolving credit facility to collateralize the
interest rate swap.

NOTE 7.       PENSION PLANS

Our pension plans assets and liabilities are measured at December 31 each year
for financial reporting purposes. Recent market returns on assets,
particularly this year, have been substantially below assumed rates of return.
Additionally, with the decline in interest rates, we expect a corresponding
decrease in the discount rate used to estimate our pension liabilities, which
increases the value of our pension liabilities. Based on actual year to date
asset returns through August 31, 2002, anticipated asset returns for the
remainder of the year and current interest rates, we expect to record a
non-cash additional minimum pension liability approximating $17 million at
December 31, 2002 for our U.S. based plans. We have not yet received a
completed analysis from our actuaries for our Canadian based plans and thus
cannot estimate the amount, if any, of additional minimum pension liability for
those plans. If asset returns improve or interest rates increase before
year-end, the charge could be lower. However, if conditions worsen the charge
could increase. This charge does not impact 2002 reported earnings as the
offset is recorded in other comprehensive income and does not necessarily
impact future cash contributions required to be made to the pension trusts.
However, based on these assumptions and absent any mitigating modifications or
cash contributions to the plans, we expect a substantial increase in pension
expense in 2003. For further discussion, see Other Financial Considerations
under Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.

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NOTE 8.       COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is as follows:

|                                                                                  |  |                           |        |                          |  |               |        |               |  |   |       |  |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------ | ------------------------ |  | ------------- | ------ | ------------- |  | - | ----- |  |  | - | ------ | -
|                                                                                  |  | Three-month period ended: |        | Nine-month period ended:
|                                                                                  |  | September 29,             |        | September 30,            |  | September 29, |        | September 30,
|                                                                                  |  | 2002                      |        | 2001                     |  | 2002          |        | 2001         
|                                                                                  |  |                           |        | (Restated)               |  |               |        | (Restated)   
|                                                                                  |  |                           |        |                          |  |               |        |              
|(In thousands)                                                                    |  |                           |        |                          |  |               |        |               |  |   |       |  |  |   |        |  
|Net income                                                                        |  | $                         | 1,827  |                          |  | $             | 1,199  |               |  | $ | 7,001 |  |  | $ | 6,765  |  
|Translation adjustment for
financial statements
denominated in a foreign
currency |  |                           | (2,601 | )                        |  |               | (3,706 | )             |  |   | 1,059 |  |  |   | (4,944 | )
|Unrealized gain (loss) on
cash flow hedges, net of
tax                            |  |                           | (2,299 | )                        |  |               | (1,223 | )             |  |   | 554   |  |  |   | (2,941 | )
|                                                                                  |  |                           |        |                          |  |               |        |               |  |   |       |  |  |   |        |  
|Comprehensive income (loss)                                                       |  | $                         | (3,073 | )                        |  | $             | (3,730 | )             |  | $ | 8,614 |  |  | $ | (1,120 | )
|                                                                                  |  |                           |        |                          |  |               |        |               |  |   |       |  |  |   |        |  

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NOTE 9.        INDUSTRY SEGMENTS

Our reportable segments are based on our three product groups: commercial
products, wholesale products and rod, bar and other products. Commercial
products consist primarily of high value added products sold directly to
original equipment manufacturers. Wholesale products are commodity-type
plumbing and refrigeration service tube products, which are primarily sold to
plumbing wholesalers and distributors. Rod, bar and other consist of products
sold to a variety of customers and includes our European distribution business.
We evaluate the performance of our operating segments based on sales and gross
profit; however, we do not allocate asset amounts and items of income and
expense below gross profit or depreciation and amortization.

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

|                                            |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |         | 
|------------------------------------------- | ------------ |  | ---------- | ------- | --------- |  | ------- | ------ | ------------ |  | -------- | ------ |  |  | - | ------- | 
|                                            |              |  |            |         |           |  |         |        |              |  | Rod, Bar |        |  |  |  
|                                            |              |  | Commercial |         | Wholesale |  | & Other |        | Consolidated
|                                            |              |  |            |         |           |  |         |        |             
|(In thousands)                              |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |        
|Three-month period ended
September 29, 2002 |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |        
|                                            | Net sales    |  | $          | 100,996 |           |  | $       | 24,650 |              |  | $        | 9,171  |  |  | $ | 134,817 | 
|                                            | Gross profit |  |            | 11,709  |           |  |         | 1,899  |              |  |          | 862    |  |  |   | 14,470  | 
|Three-month period ended
September 30, 2001 |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |        
|                                            | Net sales    |  | $          | 99,419  |           |  | $       | 28,463 |              |  | $        | 8,221  |  |  | $ | 136,103 | 
|                                            | Gross profit |  |            | 11,004  |           |  |         | 3,484  |              |  |          | 424    |  |  |   | 14,912  | 
|Nine-month period ended
September 29, 2002  |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |        
|                                            | Net sales    |  | $          | 326,217 |           |  | $       | 71,537 |              |  | $        | 27,153 |  |  | $ | 424,907 | 
|                                            | Gross profit |  |            | 41,200  |           |  |         | 4,844  |              |  |          | 1,961  |  |  |   | 48,005  | 
|Nine-month period ended
September 30, 2001  |              |  |            |         |           |  |         |        |              |  |          |        |  |  |   |        
|                                            | Net sales    |  | $          | 360,545 |           |  | $       | 77,734 |              |  | $        | 31,778 |  |  | $ | 470,057 | 
|                                            | Gross profit |  |            | 42,163  |           |  |         | 7,781  |              |  |          | 2,526  |  |  |   | 52,470  | 

The financial information for the periods ended September 30, 2001 concerning
our reportable segments has been restated to reflect the change in method of
accounting for inventories (Note 3) and the reclassification of Wolverine
Ratcliffs, Inc. as discontinued operations (Note 11).

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NOTE 10.        EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings
per share:

|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |       |  
|------------------------------------------------------------ | --------------------------------- | - | ------------------------- | ---- | ------------------------ | - | ------------- | ----- | ------------- | - | ------ | ---- |  | - | ------ | ----- | -
|                                                             |                                   |   | Three-month period ended: |      | Nine-month period ended:
|                                                             |                                   |   | September 29,             |      | September 30,            |   | September 29, |       | September 30,
|                                                             |                                   |   | 2002                      |      | 2001                     |   | 2002          |       | 2001         
|                                                             |                                   |   |                           |      | (Restated)               |   |               |       | (Restated)   
|                                                             |                                   |   |                           |      |                          |   |               |       |              
|(In thousands, except per share data)                        |                                   |   |                           |      |                          |   |               |       |               |   |        |     
|Income from continuing operations                            |                                   | $ | 1,827                     |      |                          | $ | 2,137         |       |               | $ | 7,001  |      |  | $ | 12,194 |      
|Loss from discontinued operations,
net of tax                |                                   |   |                          |      |                          |   | (938          | )     |               |   |       |      |  |   | (5,429 | )    
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Net income (loss)                                            |                                   |   | 1,827                     |      |                          |   | 1,199         |       |               |   | 7,001  |      |  |   | 6,765  |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Dividends on preferred stock                                 |                                   |   |                          |      |                          |   | (70           | )     |               |   | (58    | )    |  |   | (210   | )    
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Net income (loss) applicable to
common shares                |                                   | $ | 1,827                     |      |                          | $ | 1,129         |       |               | $ | 6,943  |      |  | $ | 6,555  |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Basic weighted average common shares                         |                                   |   | 12,258                    |      |                          |   | 12,085        |       |               |   | 12,219 |      |  |   | 12,071 |      
|Stock options                                                |                                   |   | 147                       |      |                          |   | 293           |       |               |   | 132    |      |  |   | 251    |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Diluted weighted average common and
common equivalent shares |                                   |   | 12,405                    |      |                          |   | 12,378        |       |               |   | 12,351 |      |  |   | 12,322 |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Earnings per common share  basic:                           |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|                                                             | Income from continuing operations |   | $                         | 0.15 |                          |   | $             | 0.17  |               |   | $      | 0.57 |  |   | $      | 0.99  |  
|                                                             | Loss from discontinued operations |   |                           |     |                          |   |               | (0.08 | )             |   |        |     |  |   |        | (0.45 | )
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Net income (loss) per common share  basic                   |                                   | $ | 0.15                      |      |                          | $ | 0.09          |       |               | $ | 0.57   |      |  | $ | 0.54   |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Earnings per common share  diluted:                         |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|                                                             | Income from continuing operations |   | $                         | 0.15 |                          |   | $             | 0.17  |               |   | $      | 0.56 |  |   | $      | 0.97  |  
|                                                             | Loss from discontinued operations |   |                           |     |                          |   |               | (0.08 | )             |   |        |     |  |   |        | (0.44 | )
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      
|Net income (loss) per common share  diluted                 |                                   | $ | 0.15                      |      |                          | $ | 0.09          |       |               | $ | 0.56   |      |  | $ | 0.53   |      
|                                                             |                                   |   |                           |      |                          |   |               |       |               |   |        |      |  |   |        |      

The financial information for the periods ended September 30, 2001 has been
restated to reflect the change in method of accounting for inventories (Note 3)
and the reclassification of Wolverine Ratcliffs, Inc. as discontinued
operations (Note 11).

NOTE 11.        DISCONTINUED OPERATIONS

During the year ended December 31, 2001, we decided to discontinue the
operations of Wolverine Ratcliffs, Inc. (WRI), which were previously included
in the rod, bar and other products reportable segment. As of December 31,
2001, we held a 74.5% ownership interest in this business. We have
subsequently acquired the remaining 25.5% interest in WRI and in July 2002, we
merged WRI into Wolverine Tube (Canada), Inc. to facilitate the liquidation of
the business. Accordingly, the operating results of WRI have been restated and
reported in discontinued operations in the consolidated financial statements in
2001. In the fourth quarter of 2001, we recorded a $31.5 million ($23.9
million after tax) estimated loss on the disposal of the WRI operations, which
included a $2.5 million ($1.6 million after tax) provision for estimated

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losses
during the expected phase-out period through June 30, 2002. We engaged a
financial advisor to pursue opportunities to dispose of the business but were
not able to dispose of the business as a going concern and thus commenced
liquidation of the business. As of June 30, 2002, all manufacturing operations
of WRI were stopped and its inventory was substantially liquidated. As of
September 29, 2002 we had liquidated substantially all of the net receivables,
as well as begun the equipment liquidation process. We are continuing to
pursue opportunities to dispose of the remainder of the equipment and the
building and have set an extended targeted completion date for the liquidation
of the business for June 30, 2003. Based on our best estimates of the most
likely outcome, considering, among other things, our knowledge of valuations of
strip production assets, we continue to estimate a $31.5 million ($23.9 million
after tax) loss on the disposal of the business. We have realized
approximately $8 million of pretax proceeds from the realization or sale of the
assets of the business, net of our cash payments to settle the liabilities of
the discontinued operations during the nine months ended September 29, 2002,
the majority of which is recorded in continuing operations in that certain
accounts receivable and inventories were transferred to continuing operations.
To the extent actual results should differ from our estimate, the difference
will be reported in discontinued operations in future periods.

Operating results of the discontinued WRI operations, which were charged to
previously established reserves, are as follows:

|                               |  |                           |      |                          |  |               |        |               |  |   |        |   |  |   |        |  
|------------------------------ |  | ------------------------- | ---- | ------------------------ |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | ------ | -
|                               |  | Three month period ended: |      | Nine month period ended:
|                               |  |                           |      |                         
|                               |  | September 29,             |      | September 30,            |  | September 29, |        | September 30,
|                               |  | 2002                      |      | 2001                     |  | 2002          |        | 2001         
|                               |  |                           |      |                          |  |               |        |              
|(In thousands)                 |  |                           |      |                          |  |               |        |               |  |   |        |   |  |   |        |  
|Net sales                      |  | $                         | 52   |                          |  | $             | 10,959 |               |  | $ | 12,103 |   |  | $ | 41,505 |  
|Loss before income tax benefit |  | $                         | (204 | )                        |  | $             | (1,566 | )             |  | $ | (3,157 | ) |  | $ | (8,691 | )
|Income tax benefit             |  |                           |     |                          |  |               | 628    |               |  |   | 851    |   |  |   | 3,263  |  
|                               |  |                           |      |                          |  |               |        |               |  |   |        |   |  |   |        |  
|Net loss                       |  | $                         | (204 | )                        |  | $             | (938   | )             |  | $ | (2,306 | ) |  | $ | (5,428 | )
|                               |  |                           |      |                          |  |               |        |               |  |   |        |   |  |   |        |  

Assets and liabilities of the discontinued WRI operations have been reflected
in the consolidated balance sheets as current or non-current based on the
original classification of these accounts, net of any necessary valuation
allowances, except that property, plant and equipment to be disposed in the
amount of $1.4 million, net of a necessary valuation allowance, have been
included in assets held for sale. Although we believe we have appropriately
reduced the carrying value of the assets to their estimated recoverable
amounts, net of disposal costs where appropriate, actual results could be
different and the difference will be reported in discontinued operations in
future periods.

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Net assets of the discontinued WRI operations are as follows:

|                                      |  |                    |        |                   |  |   |         |  
|------------------------------------- |  | ------------------ | ------ | ----------------- |  | - | ------- | -
|                                      |  | September 29, 2002 |        | December 31, 2001
|                                      |  |                    |        |                  
|(In thousands)                        |  |                    |        |                   |  |   |         |  
|Cash and equivalents                  |  | $                  | 3,839  |                   |  | $ | 2,165   |  
|Other current assets                  |  |                    | 1,115  |                   |  |   | 17,203  |  
|Assets held for sale                  |  |                    | 1,364  |                   |  |   | 3,691   |  
|Deferred income taxes                 |  |                    | 12,047 |                   |  |   | 11,935  |  
|Other assets                          |  |                    | 135    |                   |  |   | 192     |  
|Current liabilities                   |  |                    | (2,035 | )                 |  |   | (12,626 | )
|Other liabilities                     |  |                    | (92    | )                 |  |   | (75     | )
|                                      |  |                    |        |                   |  |   |         |  
|Net assets of discontinued operations |  | $                  | 16,373 |                   |  | $ | 22,485  |  
|                                      |  |                    |        |                   |  |   |         |  

NOTE 12.        CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following tables present condensed consolidating financial information for:
(a) Wolverine Tube, Inc. (the Parent) on a stand-alone basis; (b) on a
combined basis, the guarantors of the 10.5% Senior Notes (Subsidiary
Guarantors), which include TF Investor, Inc.; Tube Forming, L.P.; Wolverine
Finance, LLC; Wolverine China Investments, LLC; STPC Holding, Inc.; Small Tube
Manufacturing, LLC; Wolverine Joining Technologies, LLC; and Tube Forming
Holdings, Inc.; and (c) on a combined basis, the Non-Guarantor Subsidiaries,
which include Wolverine Tube (Canada) Inc.; 1263143 Ontario, Inc.; 1158909
Ontario, Inc.; 1105836 Ontario, Inc.; Wolverine Tube (Shanghai) Co., Limited;
Wolverine European Holdings BV; Wolverine Scholte-Metalen BV; Wolverine Tube,
BV; Wolverine Tubagem (Portugal), Lda; Wolverine Joining Technologies Canada,
Inc.; Ratcliffs Copper and Brass Sales, Ltd.; Wolverine Europe; Wolverine Asia,
Limited; Small Tube Europe NV; and Small Tube Poland, Inc. Each of the
Subsidiary Guarantors is wholly-owned by Wolverine Tube, Inc. The guarantees
issued by each of the Subsidiary Guarantors are full, unconditional, joint and
several. Accordingly, separate financial statements of the wholly-owned
Subsidiary Guarantors are not presented because the Subsidiary Guarantors are
jointly, severally and unconditionally liable under the guarantees, and we
believe separate financial statements and other disclosures regarding the
Subsidiary Guarantors are not material to investors. Furthermore, there are no
significant legal restrictions on the Parents ability to obtain funds from its
subsidiaries by dividend or loan.

The parent is comprised of Alabama, Oklahoma, Tennessee, and Mississippi
manufacturing operations and certain corporate management, sales and marketing,
information services and finance functions.

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended September 29, 2002 (Unaudited)

|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |        |  
|------------------------------------------------------------ | ------------------------------ | - | ------ | ------ | ---------- | - | ------------ | ---- | ------------- | - | ------------ | ---- | - | - | ------- | - |  | - | ------- | ------ | -
|                                                             |                                |   |        |        |            |   | Subsidiary   |      | Non-Guarantor |   |              |      |   |   |         |   | 
|                                                             |                                |   | Parent |        | Guarantors |   | Subsidiaries |      | Eliminations  |   | Consolidated
|                                                             |                                |   |        |        |            |   |              |      |               |   |             
|(In thousands)                                               |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Net sales                                                    |                                | $ | 70,595 |        |            | $ | 29,584       |      |               | $ | 44,799       |      |   | $ | (10,161 | ) |  | $ | 134,817 |       
|Cost of goods sold                                           |                                |   | 64,702 |        |            |   | 25,690       |      |               |   | 40,116       |      |   |   | (10,161 | ) |  |   | 120,347 |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Gross profit                                                 |                                |   | 5,893  |        |            |   | 3,894        |      |               |   | 4,683        |      |   |   |        |   |  |   | 14,470  |       
|Selling, general and administrative expenses                 |                                |   | 5,468  |        |            |   | 710          |      |               |   | 883          |      |   |   |        |   |  |   | 7,061   |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Operating income                                             |                                |   | 425    |        |            |   | 3,184        |      |               |   | 3,800        |      |   |   |        |   |  |   | 7,409   |       
|Other (income) expenses:                                     |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|                                                             | Interest expense, net          |   |        | 5,743  |            |   |              | (8   | )             |   |              | (115 | ) |   |         |  |  |   |         | 5,620  |  
|                                                             | Gain on extinguishment of debt |   |        | (1,074 | )          |   |              |     |               |   |              |     |   |   |         |  |  |   |         | (1,074 | )
|                                                             | Amortization and other, net    |   |        | 754    |            |   |              | (741 | )             |   |              | 442  |   |   |         |  |  |   |         | 455    |  
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations
before income taxes |                                |   | (4,998 | )      |            |   | 3.933        |      |               |   | 3,473        |      |   |   |        |   |  |   | 2,408   |       
|Income tax provision (benefit)                               |                                |   | (1,756 | )      |            |   | 1,518        |      |               |   | 819          |      |   |   |        |   |  |   | 581     |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations                     |                                |   | (3,242 | )      |            |   | 2,415        |      |               |   | 2,654        |      |   |   |        |   |  |   | 1,827   |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Equity in earnings of subsidiaries                           |                                |   | 5,069  |        |            |   |             |      |               |   |             |      |   |   | (5,069  | ) |  |   |        |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       
|Net income                                                   |                                | $ | 1,827  |        |            | $ | 2,415        |      |               | $ | 2,654        |      |   | $ | (5,069  | ) |  | $ | 1,827   |       
|                                                             |                                |   |        |        |            |   |              |      |               |   |              |      |   |   |         |   |  |   |         |       

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended September 30, 2001

(Unaudited)

|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |       |  
|------------------------------------------------------------ | --------------------------- | - | ------ | ----- | ---------- | - | ------------ | ---- | ------------- | - | ------------ | ---- | - | - | ------ | - |  | - | ------- | ----- | -
|                                                             |                             |   |        |       |            |   | Subsidiary   |      | Non-Guarantor |   |              |      |   |   |        |   | 
|                                                             |                             |   | Parent |       | Guarantors |   | Subsidiaries |      | Eliminations  |   | Consolidated
|                                                             |                             |   |        |       |            |   |              |      |               |   |             
|(In thousands)                                               |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Net sales                                                    |                             | $ | 71,086 |       |            | $ | 30,015       |      |               | $ | 43,216       |      |   | $ | (8,214 | ) |  | $ | 136,103 |      
|Cost of goods sold                                           |                             |   | 63,562 |       |            |   | 27,338       |      |               |   | 38,505       |      |   |   | (8,214 | ) |  |   | 121,191 |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Gross profit                                                 |                             |   | 7,524  |       |            |   | 2,677        |      |               |   | 4,711        |      |   |   |       |   |  |   | 14,912  |      
|Selling, general and administrative expenses                 |                             |   | 5,531  |       |            |   | 1,237        |      |               |   | 841          |      |   |   |       |   |  |   | 7,609   |      
|Restructuring and other charges                              |                             |   | 1,089  |       |            |   | 397          |      |               |   | 60           |      |   |   |       |   |  |   | 1,546   |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Operating income from continuing operations                  |                             |   | 904    |       |            |   | 1,043        |      |               |   | 3,810        |      |   |   |       |   |  |   | 5,757   |      
|Other (income) expenses:                                     |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|                                                             | Interest expense, net       |   |        | 3,527 |            |   |              | 1    |               |   |              | (460 | ) |   |        |  |  |   |         | 3,068 |  
|                                                             | Amortization and other, net |   |        | 1,105 |            |   |              | (905 | )             |   |              | (288 | ) |   |        |  |  |   |         | (88   | )
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) from continuing operations
before income taxes |                             |   | (3,728 | )     |            |   | 1,947        |      |               |   | 4,558        |      |   |   |       |   |  |   | 2,777   |      
|Income tax provision (benefit)                               |                             |   | (1,435 | )     |            |   | 783          |      |               |   | 1,292        |      |   |   |       |   |  |   | 640     |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (2,293 | )     |            |   | 1,164        |      |               |   | 3,266        |      |   |   |       |   |  |   | 2,137   |      
|Income (loss) from discontinued operations,
net of tax       |                             |   |       |       |            |   |             |      |               |   | (938         | )    |   |   |       |   |  |   | (938    | )    
|Equity in earnings of subsidiaries                           |                             |   | 3,492  |       |            |   |             |      |               |   |             |      |   |   | (3,492 | ) |  |   |        |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Net income                                                   |                             | $ | 1,199  |       |            | $ | 1,164        |      |               | $ | 2,328        |      |   | $ | (3,492 | ) |  | $ | 1,199   |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Nine Months Ended September 29, 2002

(Unaudited)

|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |        |  
|------------------------------------------------------------ | ------------------------------ | - | ------- | ------ | ---------- | - | ------------ | ------ | ------------- | - | ------------ | ----- | - | - | ------- | - |  | - | ------- | ------ | -
|                                                             |                                |   |         |        |            |   | Subsidiary   |        | Non-Guarantor |   |              |       |   |   |         |   | 
|                                                             |                                |   | Parent  |        | Guarantors |   | Subsidiaries |        | Eliminations  |   | Consolidated
|                                                             |                                |   |         |        |            |   |              |        |               |   |             
|(In thousands)                                               |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Net sales                                                    |                                | $ | 222,822 |        |            | $ | 96,084       |        |               | $ | 136,027      |       |   | $ | (30,026 | ) |  | $ | 424,907 |       
|Cost of goods sold                                           |                                |   | 203,643 |        |            |   | 83,079       |        |               |   | 120,206      |       |   |   | (30,026 | ) |  |   | 376,902 |       
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Gross profit                                                 |                                |   | 19,179  |        |            |   | 13,005       |        |               |   | 15,821       |       |   |   |        |   |  |   | 48,005  |       
|Selling, general and administrative expenses                 |                                |   | 18,502  |        |            |   | 2,234        |        |               |   | 2,479        |       |   |   |        |   |  |   | 23,215  |       
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Operating income from continuing operations                  |                                |   | 677     |        |            |   | 10,771       |        |               |   | 13,342       |       |   |   |        |   |  |   | 24,790  |       
|Other (income) expenses:                                     |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|                                                             | Interest expense, net          |   |         | 15,568 |            |   |              | (19    | )             |   |              | (628  | ) |   |         |  |  |   |         | 14,921 |  
|                                                             | Gain on extinguishment of debt |   |         | (1,074 | )          |   |              |       |               |   |              |      |   |   |         |  |  |   |         | (1,074 | )
|                                                             | Amortization and other, net    |   |         | 2,136  |            |   |              | (2,896 | )             |   |              | 1,817 |   |   |         |  |  |   |         | 1,057  |  
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations
before income taxes |                                |   | (15,953 | )      |            |   | 13,686       |        |               |   | 12,153       |       |   |   |        |   |  |   | 9,886   |       
|Income tax provision (benefit)                               |                                |   | (5,751  | )      |            |   | 5,339        |        |               |   | 3,297        |       |   |   |        |   |  |   | 2,885   |       
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations                     |                                |   | (10,202 | )      |            |   | 8,347        |        |               |   | 8,856        |       |   |   |        |   |  |   | 7,001   |       
|Equity in earnings of subsidiaries                           |                                |   | 17,203  |        |            |   |             |        |               |   |             |       |   |   | (17,203 | ) |  |   |        |       
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       
|Net income                                                   |                                | $ | 7,001   |        |            | $ | 8,347        |        |               | $ | 8,856        |       |   | $ | (17,203 | ) |  | $ | 7,001   |       
|                                                             |                                |   |         |        |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Nine Months Ended September 30, 2001

(Unaudited)

|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |       | 
|------------------------------------------------------------ | --------------------------- | - | ------- | ------ | ---------- | - | ------------ | ------ | ------------- | - | ------------ | ------ | - | - | ------- | - |  | - | ------- | ----- | 
|                                                             |                             |   |         |        |            |   | Subsidiary   |        | Non-Guarantor |   |              |        |   |   |         |   | 
|                                                             |                             |   | Parent  |        | Guarantors |   | Subsidiaries |        | Eliminations  |   | Consolidated
|                                                             |                             |   |         |        |            |   |              |        |               |   |             
|(In thousands)                                               |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Net sales                                                    |                             | $ | 251,241 |        |            | $ | 102,893      |        |               | $ | 140,139      |        |   | $ | (24,216 | ) |  | $ | 470,057 |      
|Cost of goods sold                                           |                             |   | 224,983 |        |            |   | 92,031       |        |               |   | 124,789      |        |   |   | (24,216 | ) |  |   | 417,587 |      
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Gross profit                                                 |                             |   | 26,258  |        |            |   | 10,862       |        |               |   | 15,350       |        |   |   |        |   |  |   | 52,470  |      
|Selling, general and administrative expenses                 |                             |   | 17,497  |        |            |   | 3,884        |        |               |   | 2,548        |        |   |   |        |   |  |   | 23,929  |      
|Restructuring and other charges                              |                             |   | 1,089   |        |            |   | 397          |        |               |   | 60           |        |   |   |        |   |  |   | 1,546   |      
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Operating income from continuing operations                  |                             |   | 7,672   |        |            |   | 6,581        |        |               |   | 12,742       |        |   |   |        |   |  |   | 26,995  |      
|Other (income) expenses:                                     |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|                                                             | Interest expense, net       |   |         | 11,294 |            |   |              | (142   | )             |   |              | (1,196 | ) |   |         |  |  |   |         | 9,956 | 
|                                                             | Amortization and other, net |   |         | 4,839  |            |   |              | (4,268 | )             |   |              | (552   | ) |   |         |  |  |   |         | 19    | 
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations
before income taxes |                             |   | (8,461  | )      |            |   | 10,991       |        |               |   | 14,490       |        |   |   |        |   |  |   | 17,020  |      
|Income tax provision (benefit)                               |                             |   | (3,444  | )      |            |   | 4,510        |        |               |   | 3,760        |        |   |   |        |   |  |   | 4,826   |      
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (5,017  | )      |            |   | 6,481        |        |               |   | 10,730       |        |   |   |        |   |  |   | 12,194  |      
|Loss from discontinued operations, net of tax                |                             |   |        |        |            |   |             |        |               |   | (5,429       | )      |   |   |        |   |  |   | (5,429  | )    
|Equity in earnings of subsidiaries                           |                             |   | 11,782  |        |            |   |             |        |               |   |             |        |   |   | (11,782 | ) |  |   |        |      
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      
|Net income                                                   |                             | $ | 6,765   |        |            | $ | 6,481        |        |               | $ | 5,301        |        |   | $ | (11,782 | ) |  | $ | 6,765   |      
|                                                             |                             |   |         |        |            |   |              |        |               |   |              |        |   |   |         |   |  |   |         |      

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 29, 2002

(Unaudited)

|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |        | 
|------------------------------------------ |  | -------------------------- | ------- | ------ | ------- | ---------- | ------- | ------------ | -------- | ------------- | ------- | ------------ | ------ | - | -------- | - | ---- | - | ------- | - | ------ | 
|                                           |  |                            |         |        |         |            |         | Subsidiary   |          | Non-Guarantor |         |              |        |   |          |   |      |  
|                                           |  |                            |         | Parent |         | Guarantors |         | Subsidiaries |          | Eliminations  |         | Consolidated
|                                           |  |                            |         |        |         |            |         |              |          |               |         |             
|(In thousands)                             |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |  
|Assets                                     |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |  
|Current assets                             |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |  
|                                           |  | Cash and equivalents       |         | $      | 22,372  |            |         | $            |         |               |         | $            | 24,996 |   |          | $ |     |   |         | $ | 47,368 | 
|                                           |  | Accounts receivable, net   |         |        | 824     |            |         |              | 52,168   |               |         |              | 28,303 |   |          |   |     |   |         |   | 81,295 | 
|                                           |  | Inventories                |         |        | 48,619  |            |         |              | 14,121   |               |         |              | 19,779 |   |          |   |     |   |         |   | 82,519 | 
|                                           |  | Prepaid expenses and other |         |        | 2,492   |            |         |              | 4,549    |               |         |              | 725    |   |          |   |     |   |         |   | 7,766  | 
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Total current assets                       |  |                            | 74,307  |        |         |            | 70,838  |              |          |               | 73,803  |              |        |   |         |   |      |   | 218,948 |  
|Property, plant and equipment, net         |  |                            | 142,152 |        |         |            | 34,197  |              |          |               | 35,060  |              |        |   |         |   |      |   | 211,409 |  
|Deferred charges, net                      |  |                            | 10,483  |        |         |            | 36      |              |          |               | 435     |              |        |   |         |   |      |   | 10,954  |  
|Goodwill, net                              |  |                            | 23,154  |        |         |            | 75,521  |              |          |               | 1,335   |              |        |   |         |   |      |   | 100,010 |  
|Assets held for sale                       |  |                            | 5,181   |        |         |            |        |              |          |               | 1,364   |              |        |   |         |   |      |   | 6,545   |  
|Prepaid pensions                           |  |                            | 3,159   |        |         |            |        |              |          |               | 897     |              |        |   |         |   |      |   | 4,056   |  
|Investments in subsidiaries                |  |                            | 362,661 |        |         |            | 302     |              |          |               | (1      | )            |        |   | (362,962 | ) |      |   |        |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Total assets                               |  | $                          | 621,097 |        |         | $          | 180,894 |              |          | $             | 112,893 |              |        | $ | (362,962 | ) |      | $ | 551,922 |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Liabilities and Stockholders Equity       |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |  
|Current liabilities                        |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |  
|                                           |  | Accounts payable           |         | $      | 18,315  |            |         | $            | 3,198    |               |         | $            | 9,963  |   |          | $ | 252  |   |         | $ | 31,728 | 
|                                           |  | Accrued liabilities        |         |        | 6,210   |            |         |              | 4,027    |               |         |              | 7,800  |   |          |   |     |   |         |   | 18,037 | 
|                                           |  | Short-term borrowings      |         |        |        |            |         |              |         |               |         |              | 643    |   |          |   |     |   |         |   | 643    | 
|                                           |  | Intercompany balances      |         |        | 100,142 |            |         |              | (105,182 | )             |         |              | 5,290  |   |          |   | (250 | ) |         |   |       | 
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Total current liabilities                  |  |                            | 124,667 |        |         |            | (97,957 | )            |          |               | 23,696  |              |        |   | 2        |   |      |   | 50,408  |  
|Deferred income taxes                      |  |                            | 14,794  |        |         |            | 6,144   |              |          |               | (8,064  | )            |        |   |         |   |      |   | 12,874  |  
|Long-term debt                             |  |                            | 258,252 |        |         |            |        |              |          |               | 1,914   |              |        |   |         |   |      |   | 260,166 |  
|Postretirement benefit obligation          |  |                            | 10,638  |        |         |            |        |              |          |               | 5,082   |              |        |   |         |   |      |   | 15,720  |  
|Accrued environmental remediation          |  |                            | 1,403   |        |         |            |        |              |          |               | 8       |              |        |   |         |   |      |   | 1,411   |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Total liabilities                          |  |                            | 409,754 |        |         |            | (91,813 | )            |          |               | 22,636  |              |        |   | 2        |   |      |   | 340,579 |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Stockholders equity                       |  |                            | 211,343 |        |         |            | 272,707 |              |          |               | 90,257  |              |        |   | (362,964 | ) |      |   | 211,343 |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       
|Total liabilities and stockholders equity |  | $                          | 621,097 |        |         | $          | 180,894 |              |          | $             | 112,893 |              |        | $ | (362,962 | ) |      | $ | 551,922 |  
|                                           |  |                            |         |        |         |            |         |              |          |               |         |              |        |   |          |   |      |   |         |   |       

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2001

|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|---------------------------------------------------------------------- | -------------------------- | - | ------- | ------ | ---------- | - | ------------ | -------- | ------------- | - | ------------ | ------ |  | - | -------- | ---- | - | - | ------- | ------- | 
|                                                                       |                            |   |         |        |            |   | Subsidiary   |          | Non-Guarantor |   |              |        |  |   |          |      |  
|                                                                       |                            |   | Parent  |        | Guarantors |   | Subsidiaries |          | Eliminations  |   | Consolidated
|                                                                       |                            |   |         |        |            |   |              |          |               |   |             
|(In thousands)                                                         |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |        
|Assets                                                                 |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |        
|Current assets                                                         |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |        
|                                                                       | Cash and equivalents       |   | $       |       |            |   | $            |         |               |   | $            | 22,739 |  |   | $        |     |   |   | $       | 22,739  | 
|                                                                       | Accounts receivable, net   |   |         | (6     | )          |   |              | 43,786   |               |   |              | 23,384 |  |   |          |     |   |   |         | 67,164  | 
|                                                                       | Inventories                |   |         | 57,849 |            |   |              | 17,266   |               |   |              | 28,245 |  |   |          |     |   |   |         | 103,360 | 
|                                                                       | Refundable income taxes    |   |         | 2,823  |            |   |              | (808     | )             |   |              | 395    |  |   |          |     |   |   |         | 2,410   | 
|                                                                       | Prepaid expenses and other |   |         | 3,327  |            |   |              | 3,291    |               |   |              | 612    |  |   |          |     |   |   |         | 7,230   | 
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Total current assets                                                   |                            |   | 63,993  |        |            |   | 63,535       |          |               |   | 75,375       |        |  |   |         |      |   |   | 202,903 |        
|Property, plant and equipment, net                                     |                            |   | 148,041 |        |            |   | 36,018       |          |               |   | 34,417       |        |  |   |         |      |   |   | 218,476 |        
|Deferred charges, net                                                  |                            |   | 2,613   |        |            |   | 61           |          |               |   | 451          |        |  |   |         |      |   |   | 3,125   |        
|Goodwill, net                                                          |                            |   | 23,154  |        |            |   | 75,521       |          |               |   | 1,195        |        |  |   |          |      |   |   | 99,870  |        
|Assets held for sale                                                   |                            |   | 5,381   |        |            |   |             |          |               |   | 3,691        |        |  |   |         |      |   |   | 9,072   |        
|Prepaid pensions                                                       |                            |   | 4,866   |        |            |   |             |          |               |   | 1,115        |        |  |   |         |      |   |   | 5,981   |        
|Investments in subsidiaries                                            |                            |   | 344,412 |        |            |   | 302          |          |               |   |             |        |  |   | (344,714 | )    |   |   |        |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Total assets                                                           |                            | $ | 592,460 |        |            | $ | 175,437      |          |               | $ | 116,244      |        |  | $ | (344,714 | )    |   | $ | 539,427 |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Liabilities, Redeemable Preferred
Stock and Stockholders Equity       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |        
|Current liabilities                                                    |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |        
|                                                                       | Accounts payable           |   | $       | 17,274 |            |   | $            | 3,523    |               |   | $            | 14,236 |  |   | $        | (896 | ) |   | $       | 34,137  | 
|                                                                       | Accrued liabilities        |   |         | 10,960 |            |   |              | 884      |               |   |              | 13,845 |  |   |          |     |   |   |         | 25,689  | 
|                                                                       | Short-term borrowings      |   |         |       |            |   |              |         |               |   |              | 1,684  |  |   |          |     |   |   |         | 1,684   | 
|                                                                       | Intercompany balances      |   |         | 89,383 |            |   |              | (100,200 | )             |   |              | 9,922  |  |   |          | 895  |   |   |         |        | 
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Total current liabilities                                              |                            |   | 117,617 |        |            |   | (95,793      | )        |               |   | 39,687       |        |  |   | (1       | )    |   |   | 61,510  |        
|Deferred income taxes                                                  |                            |   | 11,070  |        |            |   | 6,144        |          |               |   | (7,989       | )      |  |   |         |      |   |   | 9,225   |        
|Long-term debt                                                         |                            |   | 247,698 |        |            |   |             |          |               |   |             |        |  |   |         |      |   |   | 247,698 |        
|Postretirement benefit obligation                                      |                            |   | 10,809  |        |            |   |             |          |               |   | 4,911        |        |  |   |         |      |   |   | 15,720  |        
|Accrued environmental remediation                                      |                            |   | 1,854   |        |            |   |             |          |               |   | 8            |        |  |   |         |      |   |   | 1,862   |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Total liabilities                                                      |                            |   | 389,048 |        |            |   | (89,649      | )        |               |   | 36,617       |        |  |   | (1       | )    |   |   | 336,015 |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Redeemable preferred stock                                             |                            |   | 2,000   |        |            |   |             |          |               |   |             |        |  |   |         |      |   |   | 2,000   |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Stockholders equity                                                   |                            |   | 201,412 |        |            |   | 265,086      |          |               |   | 79,627       |        |  |   | (344,713 | )    |   |   | 201,412 |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 
|Total liabilities, redeemable
preferred stock and stockholders
equity |                            | $ | 592,460 |        |            | $ | 175,437      |          |               | $ | 116,244      |        |  | $ | (344,714 | )    |   | $ | 539,427 |        
|                                                                       |                            |   |         |        |            |   |              |          |               |   |              |        |  |   |          |      |   |   |         |         | 

- 16 -



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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Nine Months ended September 29, 2002

(Unaudited)

|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|---------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------- |  | ------------ | ------ | - |  | - | ------- | - |  | - | ------- | -
|                                                     |  |        |         |            |  | Subsidiary   |        | Non-Guarantor |  |              |        |   |  |   |         |  
|                                                     |  | Parent |         | Guarantors |  | Subsidiaries |        | Eliminations  |  | Consolidated
|                                                     |  |        |         |            |  |              |        |               |  |             
|(In thousands)                                       |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Operating Activities                                 |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Income from continuing operations                    |  | $      | 7,001   |            |  | $            | 8,347  |               |  | $            | 8,856  |   |  | $ | (17,203 | ) |  | $ | 7,001   |  
|Depreciation and amortization                        |  |        | 8,897   |            |  |              | 2,488  |               |  |              | 1,941  |   |  |   |        |   |  |   | 13,326  |  
|Other non-cash items                                 |  |        | (578    | )          |  |              |       |               |  |              | (5     | ) |  |   |        |   |  |   | (583    | )
|Equity in earnings of subsidiaries                   |  |        | (17,203 | )          |  |              |        |               |  |              |        |   |  |   | 17,203  |   |  |   |        |  
|Changes in operating assets and liabilities          |  |        | 15,453  |            |  |              | (4,508 | )             |  |              | (2,632 | ) |  |   |        |   |  |   | 8,313   |  
|Net cash provided by operating activities            |  |        | 13,570  |            |  |              | 6,327  |               |  |              | 8,160  |   |  |   |        |   |  |   | 28,057  |  
|Investing Activities                                 |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Additions to property, plant and equipment           |  |        | (3,562  | )          |  |              | (615   | )             |  |              | (1,232 | ) |  |   |        |   |  |   | (5,409  | )
|Other                                                |  |        |        |            |  |              | (1     | )             |  |              | 1      |   |  |   |        |   |  |   |        |  
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash used for investing activities               |  |        | (3,562  | )          |  |              | (616   | )             |  |              | (1,231 | ) |  |   |        |   |  |   | (5,409  | )
|Financing Activities                                 |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Financing fees and expenses paid                     |  |        | (8,564  | )          |  |              |       |               |  |              |       |   |  |   |        |   |  |   | (8,564  | )
|Net payments on revolving credit facilities          |  |        | (97,907 | )          |  |              |       |               |  |              | (1,041 | ) |  |   |        |   |  |   | (98,948 | )
|Intercompany borrowings (payments)                   |  |        | 10,454  |            |  |              | (4,982 | )             |  |              | (5,472 | ) |  |   |        |   |  |   |        |  
|Net increase in note payable                         |  |        |        |            |  |              |       |               |  |              | 1,914  |   |  |   |        |   |  |   | 1,914   |  
|Proceeds from issuance of senior notes               |  |        | 118,546 |            |  |              |       |               |  |              |       |   |  |   |        |   |  |   | 118,546 |  
|Retirement of senior notes                           |  |        | (9,176  | )          |  |              |       |               |  |              |       |   |  |   |        |   |  |   | (9,176  | )
|Issuance of common stock                             |  |        | 69      |            |  |              |       |               |  |              |       |   |  |   |        |   |  |   | 69      |  
|Redemption of preferred stock                        |  |        | (1,000  | )          |  |              |       |               |  |              |       |   |  |   |        |   |  |   | (1,000  | )
|Dividends paid on preferred stock                    |  |        | (58     | )          |  |              |       |               |  |              |       |   |  |   |        |   |  |   | (58     | )
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash provided by (used for) financing
activities |  |        | 12,364  |            |  |              | (4,982 | )             |  |              | (4,599 | ) |  |   |        |   |  |   | 2,783   |  
|Effect of exchange rate on cash and equivalents      |  |        |        |            |  |              |       |               |  |              | 284    |   |  |   |        |   |  |   | 284     |  
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash provided by continuing operations           |  |        | 22,372  |            |  |              | 729    |               |  |              | 2,614  |   |  |   |        |   |  |   | 25,715  |  
|Net cash used for discontinued operations            |  |        |        |            |  |              | (729   | )             |  |              | (357   | ) |  |   |        |   |  |   | (1,086  | )
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net increase in cash and equivalents                 |  |        | 22,372  |            |  |              |       |               |  |              | 2,257  |   |  |   |        |   |  |   | 24,629  |  
|Cash and equivalents at beginning of period          |  |        |        |            |  |              |       |               |  |              | 22,739 |   |  |   |        |   |  |   | 22,739  |  
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  
|Cash and equivalents at end of period                |  | $      | 22,372  |            |  | $            |       |               |  | $            | 24,996 |   |  | $ |        |   |  | $ | 47,368  |  
|                                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |         |   |  |   |         |  

- 17 -



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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Nine Months ended September 30, 2001

(Unaudited)

|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------- | ------------- |  | ------------ | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                         |  |        |         |            |  | Subsidiary   |         | Non-Guarantor |  |              |         |   |  |   |         |  
|                                                         |  | Parent |         | Guarantors |  | Subsidiaries |         | Eliminations  |  | Consolidated
|                                                         |  |        |         |            |  |              |         |               |  |             
|(In thousands)                                           |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Operating Activities                                     |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Income from continuing operations                        |  | $      | 6,765   |            |  | $            | 6,481   |               |  | $            | 10,730  |   |  | $ | (11,782 | ) |  | $ | 12,194  |  
|Depreciation and amortization                            |  |        | 8,049   |            |  |              | 4,019   |               |  |              | 1,687   |   |  |   |        |   |  |   | 13,755  |  
|Non-cash portion of restructuring charge                 |  |        | 792     |            |  |              | 739     |               |  |              |        |   |  |   |        |   |  |   | 1,531   |  
|Deferred income taxes                                    |  |        | (1,085  | )          |  |              | (633    | )             |  |              |        |   |  |   |        |   |  |   | (1,718  | )
|Other non-cash items                                     |  |        | (1,172  | )          |  |              | 4       |               |  |              | (2      | ) |  |   |        |   |  |   | (1,170  | )
|Equity in earnings of subsidiaries                       |  |        | (11,782 | )          |  |              |         |               |  |              |         |   |  |   | 11,782  |   |  |   |        |  
|Changes in operating assets and liabilities              |  |        | (12,295 | )          |  |              | 8,446   |               |  |              | (230    | ) |  |   |        |   |  |   | (4,079  | )
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net cash provided by (used for) operating activities     |  |        | (10,728 | )          |  |              | 19,056  |               |  |              | 12,185  |   |  |   |        |   |  |   | 20,513  |  
|Investing Activities                                     |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Additions to property, plant and equipment               |  |        | (17,132 | )          |  |              | (1,326  | )             |  |              | (7,316  | ) |  |   |        |   |  |   | (25,774 | )
|Acquisition of business assets                           |  |        | (1,529  | )          |  |              | 4       |               |  |              | (75     | ) |  |   |        |   |  |   | (1,600  | )
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net cash used for investing activities                   |  |        | (18,661 | )          |  |              | (1,322  | )             |  |              | (7,391  | ) |  |   |        |   |  |   | (27,374 | )
|Financing Activities                                     |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net borrowings (payments) on revolving credit
facilities |  |        | 44,468  |            |  |              | (21,869 | )             |  |              | (874    | ) |  |   |        |   |  |   | 21,725  |  
|Intercompany borrowings (payments)                       |  |        | (11,774 | )          |  |              | 4,135   |               |  |              | 7,639   |   |  |   |        |   |  |   |        |  
|Net decrease in note payable                             |  |        |        |            |  |              |        |               |  |              | (333    | ) |  |   |        |   |  |   | (333    | )
|Issuance of common stock                                 |  |        | 130     |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   | 130     |  
|Dividends paid on preferred stock                        |  |        | (210    | )          |  |              |        |               |  |              |        |   |  |   |        |   |  |   | (210    | )
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net cash provided by (used for) financing activities     |  |        | 32,614  |            |  |              | (17,734 | )             |  |              | 6,432   |   |  |   |        |   |  |   | 21,312  |  
|Effect of exchange rate on cash and equivalents          |  |        |        |            |  |              |        |               |  |              | (985    | ) |  |   |        |   |  |   | (985    | )
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net cash provided by continuing operations               |  |        | 3,225   |            |  |              |        |               |  |              | 10,241  |   |  |   |        |   |  |   | 13,466  |  
|Net cash used for discontinued operations                |  |        |        |            |  |              |        |               |  |              | (12,215 | ) |  |   |        |   |  |   | (12,215 | )
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash and equivalents          |  |        | 3,225   |            |  |              |        |               |  |              | (1,974  | ) |  |   |        |   |  |   | 1,251   |  
|Cash and equivalents at beginning of period              |  |        |        |            |  |              |        |               |  |              | 23,458  |   |  |   |        |   |  |   | 23,458  |  
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  
|Cash and equivalents at end of period                    |  | $      | 3,225   |            |  | $            |        |               |  | $            | 21,484  |   |  | $ |        |   |  | $ | 24,709  |  
|                                                         |  |        |         |            |  |              |         |               |  |              |         |   |  |   |         |   |  |   |         |  

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NOTE 13.       RECENT PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)and requires that a liability for a
cost associated with an exit or disposal activity be recognized and measured
initially at fair value in the period in which the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was recognized at the date of
an entitys commitment to an exit plan. The adoption of SFAS No. 146 is
expected to result in delayed recognition for certain types of costs as
compared to the provisions of EITF 94-3. SFAS No. 146 is effective for new
exit or disposal activities that are initiated after December 31, 2002, and
does not affect amounts currently reported in our consolidated financial
statements. SFAS No. 146 will affect the types and timing of costs included in
future restructuring programs, if any, but is not expected to have a material
impact on our financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and No. 62, Amendment of FASB Statement No. 13, and Technical
Corrections, which updates, clarifies and simplifies existing accounting
pronouncements. SFAS No. 4, which required all gains and losses from the
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related tax effect, was rescinded. The FASB
encouraged early adoption of the provisions of SFAS No. 145 related to the
rescission of SFAS No. 4 and thus we adopted these provisions in the third
quarter of 2002, reporting a $1.1 million gain on extinguishment of debt as a
separate line item in income from continuing operations.

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ITEM 2.       MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our results of operations and financial
condition. This discussion should be read in conjunction with our Consolidated
Financial Statements and notes thereto.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We base this discussion and analysis of results of operations, cash flow and
financial condition on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When we prepare these financial statements, we make estimates
and judgments that affect the amounts of assets, liabilities, revenues and
expenses and related disclosure of contingent assets and liabilities that we
report. The area of retirement and pension plans discussed below involves the
use of significant judgment in the preparation of our consolidated financial
statements and changes in the estimates and assumptions used may impact future
results of operations and financial condition.

Retirement and pension plans

Certain assumptions are used in the calculation of the actuarial valuation of
our defined benefit pension plans. These assumptions include the discount rate
used to estimate pension liabilities, expected return on assets, rates of
future compensation increases, retirement age and mortality rates. Changing
these assumptions will impact the amount of pension expense to be recognized.
For example, decreasing the discount rate used to estimate pension liabilities
by 0.25% increases the annual estimated pension expense for 2003 by
approximately $0.5 million and decreasing the expected return on plan assets by
0.50% increases the annual estimated pension expense for 2003 by approximately
$0.5 million.

For more information regarding our critical accounting policies and estimates,
see Critical Accounting Policies and Estimates under Item 7 of our 2001
Annual Report on Form 10-K, filed with the Securities and Exchange Commission
on March 29, 2002 and incorporated by reference herein.

RESULTS OF CONTINUING OPERATIONS

Three-Month Period Ended September 29, 2002 Compared to
Three-Month Period Ended September 30, 2001

Consolidated net sales from continuing operations decreased by $1.3 million, or
0.9%, to $134.8 million for the third quarter ended September 29, 2002 from
$136.1 million for the third quarter ended September 30, 2001. Pounds shipped
increased by 2.9 million, or 3.9% to 77.2 million pounds for the third quarter
of 2002 from 74.3 million pounds in 2001. The average COMEX copper price for
the third quarter of 2002 was $0.69 per pound, as compared to $0.67 per pound
in the third quarter of 2001.

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Pounds of commercial products shipped increased by 2.3 million pounds, or 4.7%,
to 50.6 million in the third quarter of 2002 from 48.3 million in the third
quarter of 2001. This increase in shipments was primarily due to increased
shipments of industrial tube and fabricated products, and to a lesser extent
technical tube, and reflects the impact of new customers, enhanced distribution
channels and expansions in Portugal and China. Sales of commercial products
increased $1.6 million, or 1.6%, to $101.0 million in the third quarter of 2002
from $99.4 million in 2001. This increase in sales was attributable to higher
volumes of fabricated products, technical tube and industrial tube as well as
an increase in COMEX copper prices, tempered by a decrease in revenues per
pound due primarily to a change in mix wherein we shipped less enhanced
products and more smooth products and to a lesser extent some selling price
reductions driven by a very competitive global economy. Gross profit from
commercial products increased by $0.7 million, or 6.4%, to $11.7 million in the
third quarter of 2002 from $11.0 million in 2001, primarily attributable to
increased volumes and our cost reduction initiatives and efficiency gains from
our extensive Project 21 capital investments. Gross profit in the third
quarter of 2001 has been restated to reflect a reduction in expense of $1.8
million related to the change in method of accounting for inventories from the
last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method as of
December 31, 2001. Gross profit in the third quarter of 2001 also includes a
charge of $1.4 million for the write-down of excessive or obsolete inventory.

Pounds of wholesale products shipped decreased by 1.7 million pounds, or 7.6%,
to 20.9 million in the third quarter of 2002 from 22.6 million in 2001. This
decrease was primarily due to reduced volumes in the United States where we are
not a major participant in the market. Sales of wholesale products decreased
$3.8 million, or 13.4%, to $24.6 million in the third quarter of 2002 from
$28.5 million in 2001. Approximately $2.2 million of this decrease in sales
was attributable to selling price reductions in this highly competitive market,
where selling prices have dropped approximately 25% for the third quarter of
2002 versus the third quarter of 2001, with the remaining decrease in sales
attributable to volume decreases and partially offset by an increase in COMEX
copper prices. Gross profit from wholesale products decreased $1.6 million, or
45.5%, to $1.9 million in the third quarter of 2002 from $3.5 million in 2001,
due primarily to the decline in pricing. Gross profit in the third quarter of
2001 has been restated to reflect a reduction in expense of $0.3 million
related to the change in method of accounting for our inventories from the LIFO
method to the FIFO method as of December 31, 2001.

Pounds of rod, bar and other products shipped increased by 2.4 million pounds,
or 69.6%, to 5.8 million in the third quarter of 2002 from 3.4 million in 2001,
primarily due to contract shipments of our new anode bar into the aluminum
smelting industry. Sales of rod, bar and other products increased $0.9
million, or 11.6%, to $9.2 million in the third quarter of 2002 from $8.2
million in 2001, reflecting a $2.6 million increase in sales of rod and bar
products and a $1.8 million reduction in sales from our distribution center in
The Netherlands. Gross profit from rod, bar and other products increased $0.5
million to $0.9 million in the third quarter of 2002 from $0.4 million in 2001,
resulting primarily from increased volumes of rod and bar products.

Consolidated gross profit decreased $0.4 million or 3.0% to $14.5 million in
the third quarter of 2002 from $14.9 million in 2001. Gross profit in 2002
decreased primarily due to the reduction in selling prices for our wholesale
products. Cost to manufacture decreased $.02 per pound in the third quarter of
2002 as compared to 2001, partially due to mix changes but also to our cost
reduction initiatives and efficiency gains from our Project 21 capital
investments. Gross profit in the third quarter of 2001 has been restated to
reflect a reduction in expense of $2.1 million related to the change in method
of accounting for our inventories from the LIFO method to the FIFO method.
Gross profit in the third quarter of 2001 also includes a charge of $1.4
million for the write-down of excessive or obsolete inventory.

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Consolidated selling, general and administrative expenses for the third quarter
of 2002 decreased by $0.5 million, or 7.2%, to $7.1 million, compared with $7.6
million in 2001 and remained approximately five percent of sales for both
quarters. Excluding $0.6 million of amortization of goodwill in the third
quarter of 2001, selling, general and administrative expenses in the third
quarter of 2001 were $7.0 million.

Consolidated net interest expense for the third quarter of 2002 increased by
$2.6 million to $5.6 million, compared with $3.1 million in 2001. On March 27,
2002, we obtained new financing to replace our old revolving credit facility.
We issued $120 million in principal amount of 10.5% Senior Notes and
concurrently, we entered into a new secured revolving credit facility. During
the third quarter of 2002 there were no outstanding borrowings under our new
revolving credit facility as compared to an average of $92.0 million in
outstanding borrowings under our old revolving credit facility during the third
quarter of 2001. The average interest rate under our old revolving credit
facilities was 4.7% in the third quarter of 2001. Interest expense is net of
interest income and capitalized interest of $0.1 million and $33 thousand for
the three-month period ended September 29, 2002 and $0.1 million and $0.3
million for the three-month period ended September 30, 2001. Interest expense
is also net of interest income from loans to the discontinued operations of
Wolverine Ratcliffs, Inc. which was $0.1 million for the three month period
ended September 29, 2002 and $0.3 million for the three month period ended
September 30, 2001.

During the third quarter of 2002, we purchased $8.2 million of our 7.375%
Senior Notes in the open market at an average of 88% of face value and with an
effective yield of 10.2% and $2.0 million of our 10.5% Senior Notes at 95% of
face value and with an effective yield of 11.6%. We recorded a $1.1 million
gain from the extinguishment of these Senior Notes and will realize a $0.8
million reduction in annualized interest expense.

Amortization and other expense, net was $0.5 million of expense in the third
quarter of 2002, as compared to $0.1 million of income in the third quarter of
2001. Amortization and other, net in 2001 included $0.3 million of foreign
currency gains in 2001. These foreign currency gains were largely attributable
to fluctuations in the Canadian to U.S. dollar exchange rate. Amortization
expense for the third quarter of 2002 increased $0.2 million to $0.4 million,
compared to $0.2 million in the third quarter of 2001 due to deferred financing
fees incurred as a result of our new financing in March 2002.

The effective tax rate for continuing operations for the third quarter of 2002
was 24.1%, as compared to 23.0% in 2001. The increase in the effective tax
rate in the third quarter of 2002 resulted from more income from tax
jurisdictions with higher tax rates than in the third quarter of 2001 and from
higher statutory tax rates in certain tax jurisdictions. In particular, the
tax rate for our operations in China increased from 0% to 7.5% beginning
January 1, 2002, reflecting our contractual tax holiday agreement with the
Chinese government. Under this agreement, the tax rate will remain at 7.5% for
the next three years, increasing in 2005 to a 15% maximum.

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Nine-Month Period Ended September 29, 2002 Compared to
Nine-Month Period Ended September 30, 2001

Consolidated net sales from continuing operations decreased by $45.1 million,
or 9.6%, to $424.9 million for the nine-month period ended September 29, 2002
from $470.1 million for the nine-month period ended September 30, 2001. Pounds
shipped decreased by 7.6 million pounds, or 3.1%, to 238.3 million in 2002 from
245.9 million in 2001. The average COMEX copper price for the nine-month
period of 2002 was $0.72 per pound, as compared to $0.75 per pound for the
nine-month period of 2001.

Pounds of commercial products shipped decreased by 6.9 million pounds, or 4.1%,
to 162.1 million for the nine-month period of 2002 from 169.0 million in 2001.
This decrease in shipments was primarily due to decreased shipments of
technical tube and to a lesser extent, decreased shipments of industrial tube
and alloy tube. Sales of commercial products decreased $34.3 million, or 9.5%,
to $326.2 million for the nine-month period of 2002 from $360.5 million in
2001. This decrease in sales was attributable to decreased fabrication
revenues, primarily related to the aforementioned lower volumes, modest selling
price decreases and a decrease in average COMEX copper prices in 2002. Gross
profit from commercial products decreased by $1.0 million, or 2.3%, to $41.2
million for the nine-month period of 2002 from $42.2 million in 2001, primarily
due to the aforementioned decreases in volumes and moderate selling price
reductions, mitigated by our cost reduction initiatives and efficiency gains
from our Project 21 capital investments. Gross profit in 2001 has been
restated to reflect additional expense of $4.0 million related to the change in
method of accounting for inventories from the LIFO method to the FIFO method as
of December 31, 2001. Gross profit in 2001 also includes a charge of $1.4 million for the write-down of excessive or obsolete inventory.

Pounds of wholesale products shipped decreased by 0.1 million pounds, or 0.1%,
to 59.5 million for the nine-month period of 2002 from 59.6 million pounds in
2001. Sales of wholesale products decreased $6.2 million, or 8.0%, to $71.5
million for the nine-month period of 2002 from $77.7 million in 2001, due to an
approximate 20% reduction in selling prices in this highly competitive
commodity market as well as a decrease in average COMEX copper prices in 2002.
Gross profit from wholesale products decreased $2.9 million, or 37.7%, to $4.8
million for the nine-month period of 2002 from $7.8 million in 2001, due to the
reduction in selling pricing. Gross profit in 2001 has been restated to
reflect additional expense of $0.6 million related to the change in method of
accounting for our inventories from the LIFO method to the FIFO method as of
December 31, 2001.

Pounds of rod, bar and other products shipped decreased by 0.6 million pounds,
or 3.6%, to 16.7 million for the nine-month period of 2002 from 17.4 million in
2001, primarily due to the negative impact of a slow economy on the heavy
industrial applications of rod and bar products, partially mitigated by
contract shipments of our new anode bar. Sales of rod, bar and other products
decreased $4.6 million, or 14.6%, to $27.2 million for the nine-month period of
2002 from $31.8 million in 2001, primarily reflecting a reduction in sales from
our distribution center in The Netherlands as well as lower shipments of rod
and bar. Gross profit from rod, bar and other products decreased $0.6 million,
or 22.4%, to $2.0 million for the nine-month period of 2002 from $2.5 million
in 2001, due primarily to the reduction in sales from our Netherlands
distribution center.

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Consolidated gross profit decreased $4.5 million or 8.5% to $48.0 million for
the nine-month period of 2002 from $52.5 million in 2001. Gross profit in 2002
decreased primarily due to selling price reductions related to wholesale
products and to a lesser extent commercial products as well as lower shipments
of technical tube, the impact of which was somewhat mitigated by our cost
reduction initiatives and efficiency gains from our Project 21 capital
investments. Gross profit in 2001 has been restated to reflect additional
expense of $4.6 million related to the change in method of accounting for our
inventories from the LIFO method to the FIFO method. Gross profit in 2001 also
includes a charge of $1.4 million for the write-down of excessive
or obsolete inventory.

Looking ahead and until general economic conditions improve, we may continue to
experience soft demand particularly for our value added products and selling
pricing pressures for many of our products. Additionally, we may experience a
significant increase in pension expense in 2003 compared to 2002, absent any
mitigating modifications or cash contributions to our pension plans as well as
increases in health care and other insurance related expenses. We are working
to offset these potential negative impacts to gross profit through continued
realization of cost reductions and efficiency gains from our capital
investments, tightly controlled discretionary spending, the introduction of new
products and market share gains.

Consolidated selling, general and administrative expenses for the nine-month
period of 2002 decreased by $0.7 million, or 3.0%, to $23.2 million, compared
with $23.9 million in 2001, while remaining approximately five percent of sales
for the nine-month period of both 2002 and 2001. Excluding $1.8 million of
amortization of goodwill in the nine-month period of 2001, selling, general and
administrative expenses in the nine-month period of 2001 were $22.1 million.
Selling, general and administrative expenses increased in 2002 primarily due to
a $0.9 million increase in accrued incentive compensation expense.

Consolidated net interest expense for the nine-month period of 2002 increased
by $4.9 million, or 49.9%, to $14.9 million, compared with $10.0 million in
2001 due to the previously discussed financing obtained in March, 2002. During
the nine-month period of 2002 there was an average of $33.2 million in
outstanding borrowings under our revolving credit facilities as compared to an
average of $94.0 million in outstanding borrowings under our old revolving
credit facility during the nine-month period of 2001. The average interest
rate under our new and old revolving credit facilities was 4.8% in the
nine-month period of 2002 versus 5.4% under our old revolving credit facility
in the nine-month period of 2001. Interest expense is net of interest income
and capitalized interest of $0.4 million and $0.2 million for the nine-month
period ended September 29, 2002, and $0.6 million and $1.0 million for the
nine-month period ended September 30, 2001. Interest expense is also net of
interest income from loans to the discontinued operations of Wolverine
Ratcliffs, Inc. which was $0.7 million for the nine month period ended
September 29, 2002 and $0.8 million for the nine month period ended September
30, 2001.

Amortization and other expense, net was $1.1 million in the nine-month period
of 2002, as compared to $19 thousand in 2001. Amortization and other, net in
2002 included $0.3 million of foreign currency losses, as compared to $0.5
million of foreign currency gains in 2001. These foreign currency gains and
losses are largely attributable to fluctuations in the Canadian to U.S. dollar
exchange rate. Amortization and other, net in 2002 also included $0.3 million
of income related to the administration and collection of receivables sold to
us by our discontinued operations. Amortization expense for the nine-month
period of 2002 increased $0.4 million to $0.9 million compared to $0.5 million
in 2001 due to deferred financing fees incurred when we obtained our new
financing in March 2002.

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The effective tax rate for continuing operations for the nine-month period of
2002 was 29.2%, as compared to 28.4% in 2001. Absent a $0.4 million
non-recurring tax benefit recorded for our Canadian operations in the first
quarter of 2001, the effective tax rate for the first nine-months of 2001 would
have been approximately 30.6%.

Restructuring and Other Charges

2001 Restructuring and Other Charges

During the third quarter of 2001, we recognized restructuring and other charges
of $1.5 million, or $1.0 million net of tax, as disclosed in our Form 10-K
report as of December 31, 2001. In 2002, we have paid approximately $0.3
million in cash related to this restructuring. We anticipate no further
obligations related to this restructuring.

Liquidity and Capital Resources

The primary sources of our liquidity for the nine-months ended September 29,
2002 were cash on hand at the beginning of the year, $118.5 million from the
issuance of our 10.5% Senior Notes, borrowings under our revolving credit
facilities and $28.1 million of cash provided by operating activities which
included state and federal income tax refunds of $7.8 million. We issued the
10.5% Senior Notes and entered into a new revolving credit facility on March
27, 2002 to replace our old revolving credit facility. The primary uses of our
funds for the nine-month period of 2002 were $98.9 million to repay our
revolving credit facilities, $8.6 million of financing fees related to the
issuance of our 10.5% Senior Notes and new revolving credit facility, $9.2
million to purchase our Senior Notes in the open market, $5.4 million for
investments in our property, plant and equipment, $1.0 million related to the
mandatory redemption of our preferred stock and $1.1 million pertaining to
Wolverine Ratcliffs, Inc., discontinued in the fourth quarter of 2001.

The primary sources of our liquidity for the nine months ended September 30,
2001 were cash on hand at the beginning of the year, $20.5 million of cash
provided by operations which included state and federal tax refunds
of $6.2 million and $21.7 million of borrowings under our old revolving credit
facility. The primary uses of our funds for the nine-month period of 2001 were
$25.8 million for investments in our property, plant and equipment and $12.2
million pertaining to Wolverine Ratcliffs, Inc., discontinued in the fourth
quarter of 2001.

Net cash provided by continuing operating activities was $28.1 million for the
nine-month period of 2002 and $20.5 million for the nine-month period of 2001.
The net increase in operating cash flows in the nine-month period of 2002 was
primarily the result of a decrease in inventory in 2002 relative to 2001 and an
increase in accounts payable in 2002 relative to 2001, partially offset by less
income in 2002 and an increase in accounts receivable in 2002 relative to 2001.

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We have summarized below our payment obligations under the terms of our
existing contracts and commercial commitments as of September 29, 2002:

|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|------------------------------------ |  | ----------------------------------------------- | ----- | ---- |  | ---- | ----- | ---- |  | ---------- | ----- | ----- |  | - | ----- |  |  | - | ------- |  |  | - | ------- | 
|                                     |  | Payments Due or Commitments Expiring In Period:
|                                     |  |                                                
|(In thousands)                       |  | 2002                                            |       | 2003 |  | 2004 |       | 2005 |  | After 2005 |       | Total
|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |      
|Contractual Obligations:             |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Short-term debt                      |  | $                                               | 643   |      |  | $    |      |      |  | $          |      |       |  | $ |      |  |  | $ |        |  |  | $ | 643     | 
|Long-term debt                       |  |                                                 |      |      |  |      |      |      |  |            | 380   |       |  |   | 380   |  |  |   | 259,406 |  |  |   | 260,166 | 
|Operating leases                     |  |                                                 | 3,071 |      |  |      | 2,621 |      |  |            | 2,087 |       |  |   | 1,489 |  |  |   | 2,655   |  |  |   | 11,923  | 
|Commitments for capital
expenditures |  |                                                 | 844   |      |  |      |      |      |  |            |      |       |  |   |      |  |  |   |        |  |  |   | 844     | 
|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Total contractual
obligations        |  | $                                               | 4,558 |      |  | $    | 2,621 |      |  | $          | 2,467 |       |  | $ | 1,869 |  |  | $ | 262,061 |  |  | $ | 273,576 | 
|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Other commercial
commitments:        |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Standby letters of credit            |  |                                                 |      |      |  | $    | 5,495 |      |  |            |      |       |  |   |      |  |  |   |        |  |  | $ | 5,495   | 
|                                     |  |                                                 |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 

We have a precious metal leasing program for silver that is essentially a
consignment inventory arrangement under which banks provide us with precious
metals for a specified period for which we pay a fee. As of September 29,
2002, we had consigned 1.4 million troy ounces of silver approximating a market
value of $6.3 million based upon current silver prices. The associated fee for
this arrangement is included in the operating lease amounts above.

With our new financing in place and with anticipated cash flow from our
continuing operations, we believe that we will be able to satisfy our existing
working capital needs, interest obligations and capital expenditure
requirements. We will also continue to monitor our cash balances and
forecasted cash flows and evaluate opportunities to purchase our Senior Notes
in the open market. However, to date in the fourth quarter of 2002, we have
not made any such purchases.

Capital expenditures for continuing operations were $5.4 million in the
nine-month period of 2002 as compared to $25.8 million in the nine-month period
of 2001, primarily due to decreased spending under our capital improvement
program, Project 21. We currently expect to spend approximately $9 to $10
million for capital items in the year 2002. Our capital expenditures include
asset replacement, environmental compliance and asset improvement items.

The ratio of current assets to current liabilities was 4.3 at September 29,
2002 and 3.8 at September 30, 2001.

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Other Financial Considerations

Our pension plans assets and liabilities are measured at December 31 each year
for financial reporting purposes. Recent market returns on assets,
particularly this year, have been substantially below assumed rates of return.
Additionally, with the decline in interest rates, we expect a corresponding
decrease in the discount rate used to estimate our pension liabilities, which
increases the value of our pension liabilities. Based on actual year to date
asset returns through August 31, 2002, anticipated asset returns for the
remainder of 2002 and current interest rates, we expect to record a non-cash
additional minimum pension liability approximating $17 million at December 31,
2002 for our U.S. based plans. We have not yet received a completed analysis
from our actuaries for our Canadian based plans and thus cannot estimate the
amount, if any, of additional minimum liability for those plans. If asset
returns improve or interest rates increase before year-end, the charge could be
lower. However, if conditions worsen the charge could increase. This charge
does not impact 2002 reported earnings as the offset is recorded in other
comprehensive income and does not necessarily impact future cash contributions
required to be made to the pension trusts. However, based on these assumptions
and absent any mitigating modifications or cash contributions to the plans, we
expect pension expense to increase approximately $3.9 million in 2003 as
compared to 2002 related to our continuing operations. While we are evaluating making
non-mandatory cash contributions to our plans in 2002 and 2003, we do not
anticipate a mandatory contribution to the plans until 2003, approximating $0.6
million related to our continuing operations. We are not yet able to estimate
the mandatory contribution amount in 2003 related to our discontinued
operations until we receive a completed analysis from our actuaries reflecting
curtailment of the plan.

In October 2002, we completed an interest rate swap on $50.0 million notional
amount of our 7.375% Senior Notes. The terms of the interest rate swap are a
semi-annual payment date of February 1 and August 1, a floating rate option of
the six-month LIBOR rate plus a spread of 3.76% and a termination date of
August 1, 2008. We anticipate that the terms of the swap will reduce our
interest expense in 2003 by approximately $1.0 million assuming current
interest rates as of October 31, 2002.

Environmental

Our facilities and operations are subject to extensive environmental laws and
regulations. During the three and nine-month periods ended September 29, 2002,
we spent approximately $0.1 million and $0.6 million respectively, on
environmental matters, which included remediation costs, monitoring costs, and
legal and other costs. We have a reserve of $1.4 million for environmental
remediation costs which is reflected in our Condensed Consolidated Balance
Sheet. Based on currently available information, we believe that the costs of
the environmental matters described below are not reasonably likely to have a
material adverse effect on our business, financial condition or results of
operations.

Decatur, Alabama

In 1999, we entered into a new Consent Order under Section 3008(h) of the
Resource Conservation and Recovery Act. This order incorporated the Corrective
Measures Study, commonly referred to as the CMS, submitted to the EPA regarding
a waste burial site at the Decatur, Alabama facility. The order also included
an upgrade to an existing chrome ground water remediation system. The CMS
proposed current monitoring and site maintenance. The

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2002 Annual Groundwater
Monitoring and Effectiveness Report submitted to the EPA shows that the area of
groundwater plume has receded significantly. The report also shows continued
reductions in the concentration level of contamination. Both of these are
attributed to the effectiveness of the vacuum enhancement modifications made to
the groundwater recovery system.

Part of the ground water contamination plume is underneath a section of
property not owned by us. There are monitoring wells and recovery wells on
this property. However, these wells have not been activated because the level
of contamination currently is below regulated levels. To date, we have not
received or been threatened by any claim from the owner of this property. If
the owner of this property does make a claim, we could incur additional costs.

On May 31, 2001, the EPA ordered modifications to the previously approved CMS
and operations and maintenance plan to include continued monitoring of the
burial site and the development of a contingency plan if contamination is
detected. In addition, the EPA requested that we have a deed restriction
placed on the burial site area to restrict any future development. We filed a
deed restriction on 4.35 acres of the 165 acre manufacturing facility site in
February 2002. The cost to us to comply with the CMS, as currently approved,
is not expected to have an adverse effect on our business, financial condition
or results of operations.

In July of 2000, we notified the Alabama Department of Environmental Management
that we detected low levels of volatile organic compounds and petroleum
hydrocarbons in the ground water at the Decatur, Alabama facility during the
expansion of the facility. On June 13, 2001, we received a letter from the
department stating that a preliminary assessment would be forthcoming. We
expect to further define the extent of any contamination and execute any
necessary remedies upon receiving the departments assessment. We may
voluntarily institute a pump and treat system in order to begin remediation of
the contamination.

The estimated remaining investigative, monitoring, remedial, legal and other
costs related to the environmental matters of our Decatur, Alabama facility are
$0.9 million.

Ardmore, Tennessee

On December 28, 1995, we entered into a Consent Order and Agreement with the
Tennessee Division of Superfund, or Tennessee Division, relating to the
Ardmore, Tennessee facility, under which we agreed to conduct a preliminary
investigation on whether volatile organic compounds detected in and near the
municipal drinking water supply are related to the Ardmore facility and, if
necessary, to undertake an appropriate response. That investigation revealed
contamination, including elevated concentrations of volatile organic compounds,
in the soil in areas of the Ardmore facility and also revealed elevated levels
of certain volatile organic compounds in the shallow residuum ground water zone
at the Ardmore facility.

Under the terms of the order, we submitted a Remedial Investigation and
Feasibility Study work plan, which was accepted by the Tennessee Division, and
we have initiated this work plan. The Tennessee Division approved the
Groundwater Assessment Plan as a supplement to the work plan, and additional
groundwater sampling to determine the lateral and vertical extent of possible
contamination began in July 2000. The data from the ground water assessment,
the subsequent risk assessment and a preliminary review of remedial
alternatives completed the work plan portion of the project which was submitted
to the Tennessee Division on April 26, 2002. The

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Tennessee Division is
evaluating the Remedial Investigation and Feasibility Study and has indicated
that they will provide any comments or questions regarding the plan by the end
of 2002. No comments related to the Remedial Investigation and Feasibility
Study have been received as of this date. We continue the monitoring and
analysis program in compliance with the consent agreement. On June 13, 2001,
we purchased 22 acres immediately north of the Ardmore facility because of the
potential migration of ground water contamination to this property. We believe
that owning the property will reduce both potential liability and long-term
remediation costs. We are proposing to the Tennessee Division that an interim
corrective measure be implemented at the facility. The interim measure will
consist of a system to extract water and vapors from the areas of highest
concentration. The system can be expanded to conduct additional remediation if
required. Based on recent testing efforts at the facility and the available
information, we preliminarily estimate that it will cost between $0.4 million
and $1.5 million to complete the investigation and develop the remediation
plans for this site.

The water currently delivered to residents by the municipality is treated prior
to human consumption, and thus does not contain volatile organic compounds
above acceptable drinking water standards. We do not know whether the
municipality may have delivered untreated water to its water consumers.
However, due to dilution with non-contaminated water, which we believe occurs
in the operation of the municipal well system, we believe that it is unlikely
that any consumer was exposed in the past to volatile organic compounds above
acceptable drinking water standards. To date, we have not received or been
threatened by any claim from the municipality or its residents with respect to
the drinking water.

A report of a 1995 EPA site inspection of the Ardmore facility recommended
further action for the site. We believe, however, that because the Tennessee
Division is actively supervising an ongoing investigation of the Ardmore
facility, it is unlikely that the EPA will intervene and take additional
action. If the EPA should intervene, however, we could incur additional costs
for any further investigation or remedial action required.

Greenville, Mississippi

Following our acquisition of the Greenville, Mississippi facility, a
preliminary investigation disclosed certain volatile organic compounds in soil
and ground water at the site. We entered into a consent agreement with the
Mississippi Department of Environmental Quality on July 15, 1997. We began
remediation efforts in the third quarter of 1997 and expected these efforts to
last approximately three years. In February 2000, we submitted a report of
remediation activities and were granted approval by the Mississippi department
to cease active remediation and begin post-closure monitoring. However, there
can be no assurance that the department will allow us to permanently
discontinue remediation efforts, and operations, maintenance and other expenses
of the remediation system may continue for a longer period of time. Through
October 3, 1998, applicable costs of testing and remediation required at the
Greenville facility had been shared with the former owners of the facility
pursuant to the terms of an escrow agreement established at the time the
facility was acquired. Subsequent to October 3, 1998, we released the former
owners of the facility from liability related to the remediation of the
Greenville facility after receiving a $145,000 settlement payment. We estimate
the remaining investigative and remedial costs could total $0.1 million under
the remediation plan we adopted, but these costs could increase if additional
remediation is required.

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The Company has entered into the Mississippi Brownfield Program for industrial
site redevelopment. The Company believes that this program will provide for
the most regulatory flexibility in reaching a site closure and will assist in
eventual disposal of the facility. The Washington County Board of Supervisors
voted to approve their participation in the Brownfield agreement. We
anticipate long-term monitoring of the site to continue until the concentration
of contaminants reach the Mississippi divisions target goals.

Altoona, Pennsylvania

We have entered our Altoona, Pennsylvania facility into the State of
Pennsylvania Department of Environmental Protection Act II Program. The
program addresses contamination issues related to closed hazardous waste
lagoons and oil contamination of soil at this facility. The hazardous waste
lagoons were closed in 1982 by the previous owner. The program is a voluntary
site remediation program, which allows us to direct the site evaluation and any
eventual remediation. Remaining costs to complete the investigation phase of
the program are estimated to be $0.1 million. Once the investigation phase is
completed, a decision on remediation, if any, will be made. Insufficient
information exists at this point to estimate any remediation costs or if
remediation will be required. It is our position that the previous owner
indemnified us for any liability in the matter. We are pursuing this
indemnification with Millennium Chemicals, formerly National Distillers, and,
therefore, do not believe that it is reasonably likely to have a material
adverse impact on our business, financial condition or results of operations.

In 1998, we entered into a consent agreement with the municipality with regard
to its wastewater discharge limits. We anticipate that we will be able to
resolve the violation of the wastewater discharge limits through the use of
wastewater discharge credits from the municipality. However, if this method is
unsuccessful, we may have to install equipment that is estimated to cost
approximately $0.1 million.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain of the statements and subject areas contained herein in Managements
Discussion and Analysis of Financial Condition and Results of Operations are
made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements
regarding our goals, beliefs, plans or current expectations, taking into
account the information currently available to our management. Forward-looking
statements include all statements that do not relate solely to current or
historical fact. For example, when we use such words as anticipate,
intend, expect, believe, plan, may, should, would or other words
that convey uncertainty of future events or outcome, we are making
forward-looking statements. All statements which address operating
performance, events or developments that we expect or anticipate will occur in
the future including statements relating to operating performance,
restructuring strategies, property, plant and equipment expenditures and
sources and uses of cashare forward-looking statements. These forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially from those stated or implied by such
forward-looking statements. We undertake no obligation to publicly release any
revision of any forward-looking statements contained herein to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events.

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With respect to expectations of future earnings, operating performance,
restructuring strategies, property, plant and equipment expenditures and
sources and uses of cash, factors that could affect actual results include,
without limitation:



| |  |  | our significant amount of debt and the restrictive covenants
contained in our debt agreements;                                               
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our ability to service our debt and incur additional debt;                                                                                   
|
| |  |  | cyclicality, seasonality and weather conditions, which affect the sales of our products;                                                     
|
| |  |  | the impact of competitive factors in our industry, including the
effect of pricing, product lines and other actions taken by our
competitors;
|
| |  |  | our ability to maintain our relationships with our major customers;                                                                          
|
| |  |  | a reduction in demand for our products;                                                                                                      
|
| |  |  | our ability to realize the anticipated benefits from our Project 21
capital improvement plan;                                                
|
| |  |  | our potential exposure to environmental liabilities;                                                                                         
|
| |  |  | economic, political and currency risks relating to our international operations;                                                             
|
| |  |  | our ability and the ability of our customers to maintain
satisfactory relations with union employees;                                        
|
| |  |  | our net losses in recent periods and the possibility that we will
experience net losses in the future;                                       
|
| |  |  | business risks that may arise if we undertake strategic acquisitions in the future;                                                          
|
| |  |  | extraordinary fluctuations in the markets for raw materials;                                                                                 
|
| |  |  | risks to our competitive position from changing technology or the
loss of our intellectual property;                                         
|
| |  |  | business and economic risks relating to government regulations that
impact our industry;                                                     
|
| |  |  | the mix of our geographic and product revenues;                                                                                              

and various other factors, many of which are beyond our ability to control or predict.

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ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in interest rates,
commodity prices and foreign currency rates. Market risk is the potential loss
arising from adverse changes in market rates and prices. We do not enter into
derivatives or other financial instruments for trading or speculative purposes.
In the ordinary course of business, we enter into various types of
transactions involving financial instruments to manage and reduce the impact of
changes in commodity prices and foreign exchange rates.

Interest Rate Risk

The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate
debt will increase as interest rates fall and decrease as interest rates rise.
The estimated fair value of our total long-term fixed interest rate debt as of
September 29, 2002 was $233 million, versus a carrying value of $258 million.
The estimated fair market value of our debt is based upon the indicative bid
price for our Senior Notes which approximates their trade value. The yield
implicit in the value of the 7.375% Senior Notes is 10.95% and 11.62% for the
10.5% Senior Notes. A 1% increase from prevailing interest rates would result
in a decrease in fair value of this debt by approximately $10 million as of
September 29, 2002.

In October 2002, we completed an interest rate swap on $50.0 million notional
amount of our 7.375% Senior Notes. The terms of the interest rate swap are a
semi-annual payment date of February 1 and August 1, a floating rate option of
the six-month LIBOR rate plus a spread of 3.76% and a termination date of
August 1, 2008. The interest rate swap will be accounted for in accordance
with SFAS No. 133 (subsequently amended by SFAS No. 137 and 138) Accounting For
Derivative Instruments and Hedging Activitiesas a fair value hedge and because
the terms of the debt and the payments to be received on the swap coincide, the
hedge will be considered perfectly effective against the changes in the fair
value of the debt over its term.

Commodity Price Risk

In connection with the sale of some raw materials, principally copper, we have
entered into commodity forward contracts as we deemed appropriate to reduce the
risk of price increases with respect to both firm-price sale commitments and
anticipated sales. These forward contracts are accounted for as hedges in
accordance with SFAS No. 133. As of September 29, 2002, we had entered into
contracts hedging the raw material requirements for committed and anticipated
future sales through March 2004 having a notional value of $42.1 million. The
estimated fair value of these outstanding contracts was a liability of
approximately ($2.9) million as of September 29, 2002. A 10% decline in
commodity prices would decrease the estimated fair value of these outstanding
contracts by $3.9 million at September 29, 2002.

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We entered into commodity forward contracts in April 2002 to sell copper in
December 2002 with a notional value of $20.9 million and in December 2003 with
a notional value of $5.0 million. We entered these forward contracts in order
to mitigate the impact of fluctuating copper prices with regard to the
valuation of our inventory balances. These forward contracts were not
designated as effective hedges and therefore they are marked to market each
month with gains and losses recorded in cost of goods sold. The estimated fair
value of these outstanding contracts was a gain of approximately $2.4 million
as of September 29, 2002. A 10% increase in commodity prices would decrease
the estimated fair value of these outstanding contracts by $2.8 million at
September 29, 2002.

In connection with the purchase of natural gas, we have entered into commodity
futures contracts for natural gas to reduce our risk of future price increases.
These contracts are accounted for as hedges in accordance with SFAS No. 133
and accordingly, gains and losses are recognized when the hedged natural gas
purchases occur in cost of goods sold. Gains and losses on natural gas futures
contracts that are designated as cash flow hedges are recognized in
comprehensive income until the anticipated natural gas purchase occurs or is no
longer probable. As of September 29, 2002, we had commodity futures contracts
to purchase natural gas for the period November 2002 through December 2002 with
a notional amount of $0.4 million and an unrealized gain of $0.1 million, based
on futures prices as of September 29, 2002. The effect of a 10% decline in
commodity prices as of September 29, 2002 for these futures contracts would
result in a potential loss in fair value of approximately $0.1 million.

Foreign Currency Risk

Some of our operations use foreign exchange forwards to hedge fixed purchase
and sales commitments denominated in a foreign currency. Our foreign currency
exposures relate primarily to nonfunctional currency transactions denominated
in Euros and British pounds. We do not enter into forward exchange contracts
for trading purposes. Realized gains and losses on the contracts are included
in other income and expense. As of September 29, 2002, we had forward exchange
contracts outstanding to purchase foreign currency with a notional amount of
$0.5 million and to sell foreign currency with a notional amount of $1.2
million. As of September 29, 2002, we had an insignificant unrealized loss
associated with these forward contracts. The potential loss in fair value for
these forward contracts from a hypothetical 10% adverse change in quoted
foreign currency exchange rates would be approximately $0.2 million.

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ITEM 4.       CONTROLS AND PROCEDURES



| | (a) |  | Within the 90 days preceding the filing of this report on Form
10-Q, the Company carried out an evaluation, under the supervision and
with the participation of the Companys management, including the Chief
Executive Officer, Dennis J. Horowitz, and the Chief Financial Officer,
James E. Deason, of the effectiveness of the Companys disclosure
controls and procedures as defined in Exchange Act Rule 13a-14. Based
upon that evaluation, Messrs. Horowitz and Deason have concluded that
the Companys disclosure controls and procedures are functioning
effectively to provide reasonable assurance that the Company is meeting
its disclosure obligations.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There have been no significant changes in the Companys internal
controls or in other factors that could significantly affect internal
controls since the date of Messrs. Horowitzs and Deasons most recent
review of the Companys internal control systems. The design of any
system of internal controls and procedures is based in part upon
certain assumptions about the likelihood of future events. There can
be no assurance that any design will succeed in achieving its stated
goal under all potential future conditions, regardless of how remote.                                                                                                      

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PART II.       OTHER INFORMATION




ITEM 1.       LEGAL PROCEEDINGS

There were no material legal proceeding developments during the three-month
period ended September 29, 2002.




ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|     |  |                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment No.1 to Credit Agreement dated as of September 27, 2002 by and
among the Company, its U.S. and Canadian Subsidiaries and the lenders
named therein.                                
|     |  |                                                                                                                                                                                              
|10.2 |  | First Amendment to Pledge Agreement dated as of August 30, 2002 by and
among the Company, its U.S. Subsidiaries, Wolverine Tube (Shanghai) Co.,
Ltd and Wachovia Bank, N.A.                  
|     |  |                                                                                                                                                                                              
|10.3 |  | Joinder Agreement dated as of September 27, 2002 by and among Wolverine
Joining Technologies, LLC, Small Tube Manufacturing, LLC, Wolverine
Finance, LLC, the Company and Wachovia Bank, N.A.
|     |  |                                                                                                                                                                                              
|99.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                       
|     |  |                                                                                                                                                                                              
|99.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.                                       

(b)  Reports on Form 8-K



| |  |  | A current report on Form 8-K was filed August 9, 2002 related to the
results for the second quarter of 2002.
| |  |  | ------------------------------------------------------------------------------------------------------------

SIGNATURE

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

|                     |  |     |  |                                                                           | 
|-------------------- |  | --- |  | ------------------------------------------------------------------------- | 
|WOLVERINE TUBE, INC.
|                     |  |     |  |                                                                          
|                     |  |     |  |                                                                          
|By:                  |  | /s/ |  | James E. Deason                                                          
|                     |  |    
|Name:                |  |     |  | James E. Deason                                                          
|Title:               |  |     |  | Executive Vice President, Chief Financial Officer,
Secretary and Director
|                     |  |     |  |                                                                          
|Dated:               |  |     |  | November 13, 2002                                                        

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Chief Executive Officer Certification

I, Dennis J. Horowitz, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Wolverine
Tube, Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |                   |  |                                                          
|----- |  | ----------------- |  | ---------------------------------------------------------
|Date: |  | November 13, 2002 |  |                                                          
|      |  |                   |  |                                                          
|      |  |                   |  | /s/ Dennis J. Horowitz                                   
|      |  |                   |  |                                                          
|      |  |                   |  | Dennis J. Horowitz                                       
|      |  |                   |  | Chairman, President, Chief Executive
Officer and Director

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Chief Financial Officer Certification

I, James E. Deason, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Wolverine
Tube, Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |  |                                                                           | 
|----------------------- |  | ------------------------------------------------------------------------- | 
|Date: November 13, 2002 |  |                                                                          
|                        |  |                                                                          
|                        |  | /s/ James E. Deason                                                      
|                        |  |                                                                          
|                        |  | James E. Deason                                                          
|                        |  | Executive Vice President, Chief Financial
Officer, Secretary and Director

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