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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 March 30, 2003                   
|           |  |                                                                                                                                                         
|OR        
|           |  |                                                                                                                                                         
|o          |  | 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 o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES x
NO o

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

|                              |  |                              
|----------------------------- |  | -----------------------------
|Class                         |  | Outstanding as of May 1, 2003
|                              |  |                              
|Common Stock, $0.01 Par Value |  | 12,279,654 Shares            





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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                                  | 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                                                     
|SIGNATURES                                       
|EX-10.1  DEFERRED COMPENSATION TRUST AGREEMENT   
|EX-10.2  AMENDMENT TO DEFERRED COMPENSATION TRUST
|EX-99.1 SECTION 906 CERTIFICATION OF THE CEO     
|EX-99.2 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 Periods Ended March 30, 2003 and March 31, 2002     |  |  | 1  |         
|       
|        |  | Condensed Consolidated Balance Sheets March 30, 2003 and December 31, 2002                                                |  |  | 2  |         
|       
|        |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Three-Month Periods Ended March 30, 2003 and March 31, 2002 |  |  | 3  |         
|       
|        |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                          |  |  | 4  |         
|       
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                     |  |  | 15 |         
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                |  |  | 23 |         
|       
|Item 4. |  | Controls and Procedures                                                                                                   |  |  | 25 |         
|       
|        |  | PART II                                                                                                                   |  |  |    |         
|       
|Item 1. |  | Legal Proceedings                                                                                                         |  |  | 26 |         
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                          |  |  | 26 |         





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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:
|                                                                       |                             |   |                          
|                                                                       |                             |   | March 30, 2003            |       | March 31, 2002
|                                                                       |                             |   |                           |       |               
|(In thousands except per share amounts)                                |                             |   |                           |       |                |   |         |      
|Net sales                                                              |                             | $ | 143,497                   |       |                | $ | 137,543 |      
|Cost of goods sold                                                     |                             |   | 128,875                   |       |                |   | 123,220 |      
|                                                                       |                             |   |                           |       |                |   |         |      
|Gross profit                                                           |                             |   | 14,622                    |       |                |   | 14,323  |      
|Selling, general and administrative expenses                           |                             |   | 8,142                     |       |                |   | 7,904   |      
|                                                                       |                             |   |                           |       |                |   |         |      
|Income from operations                                                 |                             |   | 6,480                     |       |                |   | 6,419   |      
|Other expenses:                                                        |                             |   |                           |       |                |   |         |      
|                                                                       | Interest expense, net       |   |                           | 5,178 |                |   |         | 3,730 | 
|                                                                       | Amortization and other, net |   |                           | 542   |                |   |         | 78    | 
|                                                                       |                             |   |                           |       |                |   |         |      
|Income before income taxes                                             |                             |   | 760                       |       |                |   | 2,611   |      
|Income tax provision                                                   |                             |   | 122                       |       |                |   | 923     |      
|                                                                       |                             |   |                           |       |                |   |         |      
|Net income                                                             |                             |   | 638                       |       |                |   | 1,688   |      
|Less preferred stock dividends                                         |                             |   |                          |       |                |   | (58     | )    
|                                                                       |                             |   |                           |       |                |   |         |      
|Net income applicable to common shares                                 |                             | $ | 638                       |       |                | $ | 1,630   |      
|                                                                       |                             |   |                           |       |                |   |         |      
|Net income per common share -basic                                     |                             | $ | 0.05                      |       |                | $ | 0.13    |      
|Basic weighted average number of common shares                         |                             |   | 12,262                    |       |                |   | 12,148  |      
|Net income per common share -diluted                                   |                             | $ | 0.05                      |       |                | $ | 0.13    |      
|Diluted weighted average number of common and common equivalent shares |                             |   | 12,398                    |       |                |   | 12,269  |      
|                                                                       |                             |   |                           |       |                |   |         |      

See Notes to Condensed Consolidated Financial Statements.

1



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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

|                                                  |                                                                                                                                            |                            |         |           |        |              |         |         |        | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------- | --------- | ------ | ------------ | ------- | ------- | ------ | 
|                                                  |                                                                                                                                            |                            |         | March 30, |        | December 31,
|                                                  |                                                                                                                                            |                            |         | 2003      |        | 2002        
|                                                  |                                                                                                                                            |                            |         |           |        |             
|(In thousands except share and per share amounts) |                                                                                                                                            | (Unaudited)                |         | (Note)   
|Assets                                            |                                                                                                                                            |                            |         |           |        |              |         |        
|Current assets                                    |                                                                                                                                            |                            |         |           |        |              |         |        
|                                                  |                                                                                                                                            | Cash and equivalents       |         | $         | 35,166 |              |         | $       | 53,920 | 
|                                                  |                                                                                                                                            | Accounts receivable, net   |         |           | 85,524 |              |         |         | 65,212 | 
|                                                  |                                                                                                                                            | Inventories                |         |           | 94,974 |              |         |         | 85,485 | 
|                                                  |                                                                                                                                            | Refundable income taxes    |         |           | 7,206  |              |         |         | 6,347  | 
|                                                  |                                                                                                                                            | Prepaid expenses and other |         |           | 8,471  |              |         |         | 8,055  | 
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total current assets                              |                                                                                                                                            |                            | 231,341 |           |        |              | 219,019 |        
|Property, plant and equipment, net                |                                                                                                                                            |                            | 207,907 |           |        |              | 208,999 |        
|Deferred charges, net                             |                                                                                                                                            |                            | 14,596  |           |        |              | 13,811  |        
|Goodwill, net                                     |                                                                                                                                            |                            | 100,110 |           |        |              | 100,100 |        
|Assets held for sale                              |                                                                                                                                            |                            | 8,886   |           |        |              | 8,791   |        
|Prepaid pensions                                  |                                                                                                                                            |                            | 19      |           |        |              |        |        
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total assets                                      |                                                                                                                                            | $                          | 562,859 |           |        | $            | 550,720 |        
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Liabilities and Stockholders Equity              |                                                                                                                                            |                            |         |           |        |              |         |        
|Current liabilities                               |                                                                                                                                            |                            |         |           |        |              |         |        
|                                                  |                                                                                                                                            | Accounts payable           |         | $         | 34,926 |              |         | $       | 30,290 | 
|                                                  |                                                                                                                                            | Accrued liabilities        |         |           | 19,658 |              |         |         | 19,293 | 
|                                                  |                                                                                                                                            | Short-term borrowings      |         |           | 1,401  |              |         |         | 1,217  | 
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total current liabilities                         |                                                                                                                                            |                            | 55,985  |           |        |              | 50,800  |        
|Deferred income taxes                             |                                                                                                                                            |                            | 11,308  |           |        |              | 11,902  |        
|Long-term debt                                    |                                                                                                                                            |                            | 255,290 |           |        |              | 255,712 |        
|Pension liabilities                               |                                                                                                                                            |                            | 15,913  |           |        |              | 14,540  |        
|Postretirement benefit obligation                 |                                                                                                                                            |                            | 16,088  |           |        |              | 15,666  |        
|Accrued environmental remediation                 |                                                                                                                                            |                            | 1,330   |           |        |              | 1,465   |        
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total liabilities                                 |                                                                                                                                            |                            | 355,914 |           |        |              | 350,085 |        
|Stockholders equity                              |                                                                                                                                            |                            |         |           |        |              |         |        
|                                                  | Common stock, par value $0.01 per share;
40,000,000 shares authorized; 14,326,239
shares issued as of March
30, 2003 and December 31, 2002 |                            |         | 143       |        |              |         | 143     |       
|                                                  | Additional paid-in capital                                                                                                                 |                            |         | 103,218   |        |              |         | 103,213 |       
|                                                  | Retained earnings                                                                                                                          |                            |         | 165,185   |        |              |         | 164,547 |       
|                                                  | Unearned compensation                                                                                                                      |                            |         | (247      | )      |              |         | (302    | )     
|                                                  | Accumulated other comprehensive loss                                                                                                       |                            |         | (23,979   | )      |              |         | (29,591 | )     
|                                                  | Treasury stock, at cost; 2,063,800 shares
as of March 30, 2003 and December 31, 2002                                                       |                            |         | (37,375   | )      |              |         | (37,375 | )     
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total stockholders equity                        |                                                                                                                                            |                            | 206,945 |           |        |              | 200,635 |        
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        
|Total liabilities and stockholders equity        |                                                                                                                                            | $                          | 562,859 |           |        | $            | 550,720 |        
|                                                  |                                                                                                                                            |                            |         |           |        |              |         |        

|      |  |                                                                                                                                                                                                                                                                                                                                           
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: |  | The Balance Sheet at December 31, 2002 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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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

|                                                                               |                                              |                                                                                 |         |                           |         |                |         |       |         |  
|------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------------------------------------------------------------- | ------- | ------------------------- | ------- | -------------- | ------- | ----- | ------- | -
|                                                                               |                                              |                                                                                 |         | Three-month period ended:
|                                                                               |                                              |                                                                                 |         |                          
|                                                                               |                                              |                                                                                 |         | March 30, 2003            |         | March 31, 2002
|                                                                               |                                              |                                                                                 |         |                           |         |               
|(In thousands)                                                                 |                                              |                                                                                 |         |                           |         |                |         |      
|Operating Activities                                                           |                                              |                                                                                 |         |                           |         |                |         |      
|Net income                                                                     |                                              | $                                                                               | 638     |                           |         | $              | 1,688   |      
|Adjustments to reconcile net income to net cash used
for operating activities: |                                              |                                                                                 |         |                           |         |                |         |      
|                                                                               | Depreciation and amortization                |                                                                                 |         | 4,617                     |         |                |         | 4,153 |        
|                                                                               | Deferred income taxes                        |                                                                                 |         | 38                        |         |                |         |      |        
|                                                                               | Other non-cash items                         |                                                                                 |         | 83                        |         |                |         | 58    |        
|                                                                               | Changes in operating assets and liabilities: |                                                                                 |         |                           |         |                |         |       |        
|                                                                               |                                              | Accounts receivable, net                                                        |         |                           | (18,887 | )              |         |       | (19,873 | )
|                                                                               |                                              | Inventories                                                                     |         |                           | (8,014  | )              |         |       | 5,445   |  
|                                                                               |                                              | Refundable income taxes                                                         |         |                           | (954    | )              |         |       | 214     |  
|                                                                               |                                              | Prepaid expenses and other                                                      |         |                           | (1,595  | )              |         |       | 274     |  
|                                                                               |                                              | Accounts payable                                                                |         |                           | 3,963   |                |         |       | (3,070  | )
|                                                                               |                                              | Accrued liabilities including pension,
postretirement benefit and environmental |         |                           | 1,246   |                |         |       | (70     | )
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      
|Net cash used for operating activities                                         |                                              |                                                                                 | (18,865 | )                         |         |                | (11,181 | )    
|Investing Activities                                                           |                                              |                                                                                 |         |                           |         |                |         |      
|Additions to property, plant and equipment                                     |                                              |                                                                                 | (872    | )                         |         |                | (1,948  | )    
|Financing Activities                                                           |                                              |                                                                                 |         |                           |         |                |         |      
|Financing fees and expenses paid                                               |                                              |                                                                                 | (27     | )                         |         |                | (6,843  | )    
|Net borrowings (payments) on revolving credit facilities                       |                                              |                                                                                 | 145     |                           |         |                | (93,652 | )    
|Net increase in note payable                                                   |                                              |                                                                                 |        |                           |         |                | 1,711   |      
|Proceeds from issuance of senior notes                                         |                                              |                                                                                 |        |                           |         |                | 118,546 |      
|Issuance of common stock                                                       |                                              |                                                                                 |        |                           |         |                | 22      |      
|Redemption of preferred stock                                                  |                                              |                                                                                 |        |                           |         |                | (1,000  | )    
|Dividends paid on preferred stock                                              |                                              |                                                                                 |        |                           |         |                | (58     | )    
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      
|Net cash provided by financing activities                                      |                                              |                                                                                 | 118     |                           |         |                | 18,726  |      
|Effect of exchange rate on cash and equivalents                                |                                              |                                                                                 | 1,273   |                           |         |                | (115    | )    
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      
|Net cash provided by (used for) continuing operations                          |                                              |                                                                                 | (18,346 | )                         |         |                | 5,482   |      
|Net cash provided by (used for) discontinued operations                        |                                              |                                                                                 | (408    | )                         |         |                | 139     |      
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      
|Net increase (decrease) in cash and equivalents                                |                                              |                                                                                 | (18,754 | )                         |         |                | 5,621   |      
|Cash and equivalents at beginning of period                                    |                                              |                                                                                 | 53,920  |                           |         |                | 22,739  |      
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      
|Cash and equivalents at end of period                                          |                                              | $                                                                               | 35,166  |                           |         | $              | 28,360  |      
|                                                                               |                                              |                                                                                 |         |                           |         |                |         |      

See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 30, 2003
(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 period ended March
30, 2003 are not necessarily indicative of the results of operations that may
be expected for the year ending December 31, 2003. 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, 2002.

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 undiscounted
estimated environmental remediation costs of $1.3 million at March 30, 2003,
consisting primarily of $0.6 million for the Decatur, Alabama facility, $20,000
for the Greenville, Mississippi facility, $28,000 for the Altoona, Pennsylvania
facility and $0.7 million for the Ardmore, Tennessee facility. Based on
information currently available, we believe that the ultimate costs for these
matters are not reasonably likely to have a material effect on our business,
financial condition or results of operations. However, actual costs related to
environmental matters could differ materially from the amounts we estimated and
accrued at March 30, 2003 and could result in additional exposure if these
environmental matters are not resolved as anticipated.

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|        |  |            
|------- |  | -----------
|NOTE 3. |  | INVENTORIES

Inventories are as follows:

|                           |  |                |        |                   |  |   |        | 
|-------------------------- |  | -------------- | ------ | ----------------- |  | - | ------ | 
|                           |  | March 30, 2003 |        | December 31, 2002
|                           |  |                |        |                  
|(In thousands)             |  |                |        |                   |  |   |        | 
|Finished products          |  | $              | 29,834 |                   |  | $ | 25,750 | 
|Work-in-process            |  |                | 19,720 |                   |  |   | 16,027 | 
|Raw materials and supplies |  |                | 45,420 |                   |  |   | 43,708 | 
|                           |  |                |        |                   |  |   |        | 
|Totals                     |  | $              | 94,974 |                   |  | $ | 85,485 | 
|                           |  |                |        |                   |  |   |        | 

|        |  |                      
|------- |  | ---------------------
|NOTE 4. |  | INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $0.1
million and $17,000, respectively, for the three-month period ended March 30,
2003, and $25,000 and $6,000, respectively, for the three-month period ended
March 31, 2002. Interest expense in the first quarter of 2002 is also net of
interest income from loans to the discontinued operations of Wolverine
Ratcliffs, Inc. of $0.4 million.

|        |  |     
|------- |  | ----
|NOTE 5. |  | DEBT

Long-term debt consists of the following:

|                                                                                 |  |                |         |                   |  |   |         |  
|-------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- |  | - | ------- | -
|                                                                                 |  | March 30, 2003 |         | December 31, 2002
|                                                                                 |  |                |         |                  
|(In thousands)                                                                   |  |                |         |                   |  |   |         |  
|Senior Notes, 10.5%, due April 2009                                              |  | $              | 118,000 |                   |  | $ | 118,000 |  
|Discount on 10.5% Senior Notes, original
issue discount amortized over 7 years   |  |                | (1,222  | )                 |  |   | (1,272  | )
|Senior Notes, 7.375%, due August 2008                                            |  |                | 136,582 |                   |  |   | 137,123 |  
|Discount on 7.375% Senior Notes, original
issue discount amortized over 10 years |  |                | (153    | )                 |  |   | (161    | )
|Netherlands facility, 5.13%, due on demand                                       |  |                | 1,391   |                   |  |   | 1,205   |  
|Other foreign facilities                                                         |  |                | 2,093   |                   |  |   | 2,034   |  
|                                                                                 |  |                |         |                   |  |   |         |  
|                                                                                 |  |                | 256,691 |                   |  |   | 256,929 |  
|Less short-term borrowings                                                       |  |                | (1,401  | )                 |  |   | (1,217  | )
|                                                                                 |  |                |         |                   |  |   |         |  
|Totals                                                                           |  | $              | 255,290 |                   |  | $ | 255,712 |  
|                                                                                 |  |                |         |                   |  |   |         |  

As of March 30, 2003, 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 our secured
revolving credit facility and approximately $32.0 million (subject to a $2.0
million excess availability requirement) in additional borrowing availability
thereunder.

In October 2002, we completed an interest rate swap on $50 million notional
amount of our 7.375% Senior Notes. As of March 30, 2003, we recorded the fair
market value of the interest rate swap of $0.2 million as other liabilities
with a corresponding decrease to the hedged debt, with equal and offsetting
unrealized gains and losses included in other income (expense), net. As of
December 31, 2002, we recorded the fair market value of the interest rate swap
of $0.4 million as other assets with a corresponding increase to the hedged debt with equal and
offsetting unrealized gains and losses included in other income (expense), net.

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|        |  |                               
|------- |  | ------------------------------
|NOTE 6. |  | STOCK-BASED COMPENSATION PLANS

|                                                                                                                                            |                       |   |      |                |  |                |       |      |  | 
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | - | ---- | -------------- |  | -------------- | ----- | ---- |  | 
|                                                                                                                                            |                       |   |      | March 30, 2003 |  | March 31, 2002
|                                                                                                                                            |                       |   |      |                |  |               
|(In thousands, except per share amounts)                                                                                                    |                       |   |      |                |  |                |       |     
|Net income applicable to common shares, as
reported                                                                                         |                       | $ | 638  |                |  | $              | 1,630 |     
|Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects |                       |   | (203 | )              |  |                | (248  | )   
|                                                                                                                                            |                       |   |      |                |  |                |       |     
|Pro forma net income applicable to common shares                                                                                            |                       | $ | 435  |                |  | $              | 1,382 |     
|                                                                                                                                            |                       |   |      |                |  |                |       |     
|Earnings per share:                                                                                                                         |                       |   |      |                |  |                |       |     
|                                                                                                                                            | Basic  as reported   |   | $    | 0.05           |  |                | $     | 0.13 | 
|                                                                                                                                            | Basic  pro forma     |   | $    | 0.04           |  |                | $     | 0.11 | 
|                                                                                                                                           
|                                                                                                                                            | Diluted  as reported |   | $    | 0.05           |  |                | $     | 0.13 | 
|                                                                                                                                            | Diluted  pro forma   |   | $    | 0.04           |  |                | $     | 0.11 | 
|                                                                                                                                            |                       |   |      |                |  |                |       |     

|        |  |                     
|------- |  | --------------------
|NOTE 7. |  | COMPREHENSIVE INCOME

Comprehensive income is as follows:

|                                                                                  |  |                           |       |                |  |   |       |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ----- | -------------- |  | - | ----- | -
|                                                                                  |  | Three-month period ended:
|                                                                                  |  |                          
|                                                                                  |  | March 30, 2003            |       | March 31, 2002
|                                                                                  |  |                           |       |               
|(In thousands)                                                                    |  |                           |       |                |  |   |       |  
|Net income                                                                        |  | $                         | 638   |                |  | $ | 1,688 |  
|Translation adjustment for financial statements
denominated in a foreign currency |  |                           | 5,403 |                |  |   | (122  | )
|Unrealized gain on cash flow hedges, net of tax                                   |  |                           | 317   |                |  |   | 2,796 |  
|Minimum pension liability adjustment, net of tax                                  |  |                           | (108  | )              |  |   |      |  
|                                                                                  |  |                           |       |                |  |   |       |  
|Comprehensive income                                                              |  | $                         | 6,250 |                |  | $ | 4,362 |  
|                                                                                  |  |                           |       |                |  |   |       |  

|        |  |                  
|------- |  | -----------------
|NOTE 8. |  | 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 tube products, which are primarily sold to plumbing wholesalers and
distributors. Rod, bar and other consists 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.

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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 March 30, 2003 |              |  |            |         |           |  |         |        |              |  |          |       |  |  |   |        
|                                        | Net sales    |  | $          | 110,320 |           |  | $       | 23,937 |              |  | $        | 9,240 |  |  | $ | 143,497 | 
|                                        | Gross profit |  |            | 13,778  |           |  |         | 64     |              |  |          | 780   |  |  |   | 14,622  | 
|Three-month period ended March 31, 2002 |              |  |            |         |           |  |         |        |              |  |          |       |  |  |   |        
|                                        | Net sales    |  | $          | 106,353 |           |  | $       | 22,004 |              |  | $        | 9,186 |  |  | $ | 137,543 | 
|                                        | Gross profit |  |            | 12,174  |           |  |         | 1,590  |              |  |          | 559   |  |  |   | 14,323  | 

|        |  |                   
|------- |  | ------------------
|NOTE 9. |  | EARNINGS PER SHARE

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

|                                                             |  |                           |        |           |  |   |        |  
|------------------------------------------------------------ |  | ------------------------- | ------ | --------- |  | - | ------ | -
|                                                             |  | Three-month period ended:
|                                                             |  | March 30,                 |        | March 31,
|                                                             |  | 2003                      |        | 2002     
|                                                             |  |                           |        |          
|(In thousands, except per share data)                        |  |                           |        |           |  |   |        |  
|Net income                                                   |  | $                         | 638    |           |  | $ | 1,688  |  
|Dividends on preferred stock                                 |  |                           |       |           |  |   | (58    | )
|                                                             |  |                           |        |           |  |   |        |  
|Net income applicable to common shares                       |  | $                         | 638    |           |  | $ | 1,630  |  
|                                                             |  |                           |        |           |  |   |        |  
|Basic weighted average common shares                         |  |                           | 12,262 |           |  |   | 12,148 |  
|Stock options and restricted shares                          |  |                           | 136    |           |  |   | 121    |  
|                                                             |  |                           |        |           |  |   |        |  
|Diluted weighted average common and common equivalent shares |  |                           | 12,398 |           |  |   | 12,269 |  
|                                                             |  |                           |        |           |  |   |        |  
|Net income per common share  basic                          |  | $                         | 0.05   |           |  | $ | 0.13   |  
|                                                             |  |                           |        |           |  |   |        |  
|Net income per common share  diluted                        |  | $                         | 0.05   |           |  | $ | 0.13   |  
|                                                             |  |                           |        |           |  |   |        |  

|         |  |                        
|-------- |  | -----------------------
|NOTE 10. |  | 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 segment. Accordingly, the operating results
of WRI are reported in discontinued operations in the consolidated financial
statements. In 2002, we stopped all manufacturing operations of WRI and we
liquidated substantially all of its inventory and net receivables. We began
liquidating equipment of WRI in 2002 and are continuing to pursue opportunities
to dispose of the remainder of the equipment, land and building in 2003. In the
fourth quarter of 2002, we recorded a $2.5 million ($1.6 million after tax)
loss from discontinued operations for remaining estimated closing costs in
excess of the provision for losses that we recorded in the fourth quarter of
2001. In 2002, we realized approximately $10.0 million of pretax proceeds from
the collection of receivables and sale of assets of the business, net of our
cash payments to settle the liabilities of the discontinued operations during
the twelve months ended December 31,

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2002, the majority of which is recorded in
continuing operations in that certain accounts receivable and inventories were
transferred to continuing operations.

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

|                               |  |                           |     |                |  |   |        |  
|------------------------------ |  | ------------------------- | --- | -------------- |  | - | ------ | -
|                               |  | Three month period ended:
|                               |  |                          
|                               |  | March 30, 2003            |     | March 31, 2002
|                               |  |                           |     |               
|(In thousands)                 |  |                           |     |                |  |   |        |  
|Net sales                      |  | $                         | (14 | )              |  | $ | 8,126  |  
|Loss before income tax benefit |  |                           | (25 | )              |  |   | (2,125 | )
|Income tax benefit             |  |                           |    |                |  |   | (665   | )
|                               |  |                           |     |                |  |   |        |  
|Net loss                       |  |                           | (25 | )              |  |   | (1,460 | )
|                               |  |                           |     |                |  |   |        |  

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 $3.5 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.

Net liabilities of the discontinued WRI operations are as follows:

|                                           |  |                |        |                   |  |   |        |  
|------------------------------------------ |  | -------------- | ------ | ----------------- |  | - | ------ | -
|                                           |  | March 30, 2003 |        | December 31, 2002
|                                           |  |                |        |                  
|(In thousands)                             |  |                |        |                   |  |   |        |  
|Cash and equivalents                       |  | $              | 9      |                   |  | $ | 44     |  
|Other current assets                       |  |                | 992    |                   |  |   | 880    |  
|Assets held for sale                       |  |                | 3,458  |                   |  |   | 3,363  |  
|Other assets                               |  |                | 62     |                   |  |   | 122    |  
|Current liabilities                        |  |                | (4,065 | )                 |  |   | (4,321 | )
|Other liabilities                          |  |                | (965   | )                 |  |   | (897   | )
|                                           |  |                |        |                   |  |   |        |  
|Net liabilities of discontinued operations |  | $              | (509   | )                 |  | $ | (809   | )
|                                           |  |                |        |                   |  |   |        |  

|         |  |                      
|-------- |  | ---------------------
|NOTE 11. |  | RECENT PRONOUNCEMENTS

In January 2003, Financial Accounting Standards Board Interpretation No. 46,
Consolidation of Variable Interest Entities was issued, requiring the
accounts of a variable interest entity to be included in the consolidated
financial statements of a company if that company is subject to a majority of
the risk of loss from the variable interest entitys activities, or entitled to
receive a majority of the entitys residual returns, or both. Interpretation
No. 46 also requires certain disclosures regarding a variable interest entity
in which a company has a significant variable interest but is not required to
include its accounts in the companys consolidated financial statements. The
consolidation requirements of Interpretation No. 46 apply immediately to
variable interest entities created after January 31, 2003 and in the first
fiscal year or interim
8Table of Contents

period beginning after June 15, 2003 for entities
existing on or before January 31, 2003. Certain of the disclosure requirements
apply to financial statements issued after January 31, 2003, regardless of the
date on which the variable interest entity was created. We have evaluated the
provisions of this interpretation and have concluded that we have no variable
interest entities and that the interpretation will have no effect on our
consolidated financial statements.

In 2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (SFAS) No. 143, Accounting for Asset Retirement
Obligations.SFAS No. 143 requires companies to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred, which is adjusted to its present value each subsequent period. In
addition, companies must capitalize a corresponding amount by increasing the
carrying amount of the related long-lived asset, which is depreciated over the
useful life of the related long-lived asset. We adopted SFAS No. 143 on
January 1, 2003 and it had no material impact on our consolidated financial
position or results of operations.

|         |  |                                              
|-------- |  | ---------------------------------------------
|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 and 7.375% 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.; WT Holding Company,
Inc.; 3072451 Nova Scotia Company; 3072452 Nova Scotia Company; 3072453 Nova
Scotia Company; Wolverine Tube Canada Limited Partnership; Wolverine Tube
(Shanghai) Co., Limited; Wolverine European Holdings BV; Wolverine Tube Europe
BV; Wolverine Tube, BV; Wolverine Tubagem (Portugal), Lda; Wolverine Joining
Technologies Canada, Inc.; Ratcliffs Copper and Brass Sales, Ltd.; Wolverine
Europe; Wolverine Asia, Limited; and Small Tube Europe NV. 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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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended March 30, 2003

(Unaudited)

|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |       | 
|-------------------------------------------- | --------------------------- | - | ------ | ----- | ---------- | - | ------------ | ------ | ------------ | - | ------------ | ----- | - | - | ------- | - |  | - | ------- | ----- | 
|                                             |                             |   |        |       |            |   |              |        |              |   | Non-         |       |   |   |         |   |  |   |        
|                                             |                             |   |        |       |            |   | Subsidiary   |        | Guarantor    |   |              |       |   |   |         |   | 
|                                             |                             |   | Parent |       | Guarantors |   | Subsidiaries |        | Eliminations |   | Consolidated
|                                             |                             |   |        |       |            |   |              |        |              |   |             
|(In thousands)                               |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Net sales                                    |                             | $ | 76,763 |       |            | $ | 32,479       |        |              | $ | 46,030       |       |   | $ | (11,775 | ) |  | $ | 143,497 |      
|Cost of goods sold                           |                             |   | 71,328 |       |            |   | 27,858       |        |              |   | 41,464       |       |   |   | (11,775 | ) |  |   | 128,875 |      
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Gross profit                                 |                             |   | 5,435  |       |            |   | 4,621        |        |              |   | 4,566        |       |   |   |        |   |  |   | 14,622  |      
|Selling, general and administrative expenses |                             |   | 6,310  |       |            |   | 800          |        |              |   | 1,032        |       |   |   |        |   |  |   | 8,142   |      
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Operating income (loss)                      |                             |   | (875   | )     |            |   | 3,821        |        |              |   | 3,534        |       |   |   |        |   |  |   | 6,480   |      
|Other (income) expenses:                     |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|                                             | Interest expense, net       |   |        | 5,257 |            |   |              | (3     | )            |   |              | (76   | ) |   |         |  |  |   |         | 5,178 | 
|                                             | Amortization and other, net |   |        | 2,169 |            |   |              | (2,988 | )            |   |              | 1,361 |   |   |         |  |  |   |         | 542   | 
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Income (loss) before income taxes            |                             |   | (8,301 | )     |            |   | 6,812        |        |              |   | 2,249        |       |   |   |        |   |  |   | 760     |      
|Income tax provision (benefit)               |                             |   | (2,783 | )     |            |   | 2,496        |        |              |   | 409          |       |   |   |        |   |  |   | 122     |      
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Income (loss) net of tax                     |                             |   | (5,518 | )     |            |   | 4,316        |        |              |   | 1,840        |       |   |   |        |   |  |   | 638     |      
|Equity in earnings of subsidiaries           |                             |   | 6,156  |       |            |   |             |        |              |   |             |       |   |   | (6,156  | ) |  |   | -       |      
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      
|Net income (loss)                            |                             | $ | 638    |       |            | $ | 4,316        |        |              | $ | 1,840        |       |   | $ | (6,156  | ) |  | $ | 638     |      
|                                             |                             |   |        |       |            |   |              |        |              |   |              |       |   |   |         |   |  |   |         |      

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended March 31, 2002

(Unaudited)

|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |       | 
|-------------------------------------------- | --------------------------- | - | ------ | ----- | ---------- | - | ------------ | ---- | ------------ | - | ------------ | ---- | - | - | ------ | - |  | - | ------- | ----- | 
|                                             |                             |   |        |       |            |   |              |      |              |   | Non-         |      |   |   |        |   |  |   |        
|                                             |                             |   |        |       |            |   | Subsidiary   |      | Guarantor    |   |              |      |   |   |        |   | 
|                                             |                             |   | Parent |       | Guarantors |   | Subsidiaries |      | Eliminations |   | Consolidated
|                                             |                             |   |        |       |            |   |              |      |              |   |             
|(In thousands)                               |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Net sales                                    |                             | $ | 70,768 |       |            | $ | 32,754       |      |              | $ | 43,674       |      |   | $ | (9,653 | ) |  | $ | 137,543 |      
|Cost of goods sold                           |                             |   | 66,327 |       |            |   | 28,394       |      |              |   | 38,152       |      |   |   | (9,653 | ) |  |   | 123,220 |      
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Gross profit                                 |                             |   | 4,441  |       |            |   | 4,360        |      |              |   | 5,522        |      |   |   |       |   |  |   | 14,323  |      
|Selling, general and administrative expenses |                             |   | 6,334  |       |            |   | 787          |      |              |   | 783          |      |   |   |       |   |  |   | 7,904   |      
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Operating income (loss)                      |                             |   | (1,893 | )     |            |   | 3,573        |      |              |   | 4,739        |      |   |   |       |   |  |   | 6,419   |      
|Other (income) expenses:                     |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|                                             | Interest expense, net       |   |        | 4,087 |            |   |              | (5   | )            |   |              | (352 | ) |   |        |  |  |   |         | 3,730 | 
|                                             | Amortization and other, net |   |        | 386   |            |   |              | (940 | )            |   |              | 632  |   |   |        |  |  |   |         | 78    | 
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) before income taxes            |                             |   | (6,366 | )     |            |   | 4,518        |      |              |   | 4,459        |      |   |   |       |   |  |   | 2,611   |      
|Income tax provision (benefit)               |                             |   | (2,238 | )     |            |   | 1,814        |      |              |   | 1,347        |      |   |   |       |   |  |   | 923     |      
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) net of tax                     |                             |   | (4,128 | )     |            |   | 2,704        |      |              |   | 3,112        |      |   |   |       |   |  |   | 1,688   |      
|Equity in earnings of subsidiaries           |                             |   | 5,816  |       |            |   |             |      |              |   |             |      |   |   | (5,816 | ) |  |   |        |      
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      
|Net income (loss)                            |                             | $ | 1,688  |       |            | $ | 2,704        |      |              | $ | 3,112        |      |   | $ | (5,816 | ) |  | $ | 1,688   |      
|                                             |                             |   |        |       |            |   |              |      |              |   |              |      |   |   |        |   |  |   |         |      

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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
March 30, 2003

(Unaudited)

|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |        |        | 
|------------------------------------------ | -------------------- | -------------------------- | ------- | ------ | ------- | ---------- | -------- | ------------ | -------- | ------------ | ------- | ------------ | ------ | - | -------- | - | - | - | ------- | ------ | ------ | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         | Non-         |        |   |          |   |   |   |         |       
|                                           |                      |                            |         |        |         |            |          | Subsidiary   |          | Guarantor    |         |              |        |   |          |   |   |  
|                                           |                      |                            |         | Parent |         | Guarantors |          | Subsidiaries |          | Eliminations |         | Consolidated
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |             
|(In thousands)                             |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Assets                                     |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Current assets                             |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|                                           | Cash and equivalents |                            | $       | 11,784 |         |            | $        |             |          |              | $       | 23,382       |        |   | $        |  |   |   | $       | 35,166 |       
|                                           |                      | Accounts receivable, net   |         |        | 242     |            |          |              | 57,418   |              |         |              | 27,864 |   |          |   |  |   |         |        | 85,524 | 
|                                           |                      | Inventories                |         |        | 51,580  |            |          |              | 19,266   |              |         |              | 24,128 |   |          |   |  |   |         |        | 94,974 | 
|                                           |                      | Refundable income taxes    |         |        | 12,294  |            |          |              | (3,919   | )            |         |              | (1,169 | ) |          |   |  |   |         |        | 7,206  | 
|                                           |                      | Prepaid expenses and other |         |        | 5,455   |            |          |              | 1,949    |              |         |              | 1,067  |   |          |   |  |   |         |        | 8,471  | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Total current assets                       |                      |                            | 81,355  |        |         |            | 74,714   |              |          |              | 75,272  |              |        |   |         |   |   |   | 231,341 |       
|Property, plant and equipment, net         |                      |                            | 137,801 |        |         |            | 33,012   |              |          |              | 37,094  |              |        |   |         |   |   |   | 207,907 |       
|Deferred charges, net                      |                      |                            | 12,780  |        |         |            | 395      |              |          |              | 1,421   |              |        |   |         |   |   |   | 14,596  |       
|Goodwill, net                              |                      |                            | 23,154  |        |         |            | 75,521   |              |          |              | 1,435   |              |        |   |         |   |   |   | 100,110 |       
|Assets held for sale                       |                      |                            | 5,428   |        |         |            |         |              |          |              | 3,458   |              |        |   |         |   |   |   | 8,886   |       
|Prepaid pensions                           |                      |                            |        |        |         |            |         |              |          |              | 19      |              |        |   |         |   |   |   | 19      |       
|Investments in subsidiaries                |                      |                            | 380,035 |        |         |            | 302      |              |          |              |        |              |        |   | (380,337 | ) |   |   |        |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Total assets                               |                      | $                          | 640,553 |        |         | $          | 183,944  |              |          | $            | 118,699 |              |        | $ | (380,337 | ) |   | $ | 562,859 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Liabilities and Stockholders Equity        |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Current liabilities                        |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|                                           |                      | Accounts payable           |         | $      | 18,198  |            |          | $            | 4,747    |              |         | $            | 11,981 |   |          | $ |  |   |         | $      | 34,926 | 
|                                           |                      | Accrued liabilities        |         |        | 11,310  |            |          |              | 1,211    |              |         |              | 7,137  |   |          |   |  |   |         |        | 19,658 | 
|                                           |                      | Short-term borrowings      |         |        |        |            |          |              |         |              |         |              | 1,401  |   |          |   |  |   |         |        | 1,401  | 
|                                           |                      | Intercompany balances      |         |        | 114,117 |            |          |              | (109,449 | )            |         |              | (4,668 | ) |          |   |  |   |         |        |       | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Total current liabilities                  |                      |                            | 143,625 |        |         |            | (103,491 | )            |          |              | 15,851  |              |        |   |         |   |   |   | 55,985  |       
|Deferred income taxes                      |                      |                            | 12,321  |        |         |            | 7,385    |              |          |              | (8,398  | )            |        |   |         |   |   |   | 11,308  |       
|Long-term debt                             |                      |                            | 253,207 |        |         |            |         |              |          |              | 2,083   |              |        |   |         |   |   |   | 255,290 |       
|Pension liabilities                        |                      |                            | 12,583  |        |         |            |         |              |          |              | 3,330   |              |        |   |         |   |   |   | 15,913  |       
|Postretirement benefit obligation          |                      |                            | 10,550  |        |         |            |         |              |          |              | 5,538   |              |        |   |         |   |   |   | 16,088  |       
|Accrued environmental remediation          |                      |                            | 1,322   |        |         |            |         |              |          |              | 8       |              |        |   |         |   |   |   | 1,330   |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Total liabilities                          |                      |                            | 433,608 |        |         |            | (96,106  | )            |          |              | 18,412  |              |        |   |         |   |   |   | 355,914 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Stockholders equity                       |                      |                            | 206,945 |        |         |            | 280,050  |              |          |              | 100,287 |              |        |   | (380,337 | ) |   |   | 206,945 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       
|Total liabilities and stockholders equity |                      | $                          | 640,553 |        |         | $          | 183,944  |              |          | $            | 118,699 |              |        | $ | (380,337 | ) |   | $ | 562,859 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |   |   |         |       

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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2002

|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |        |        | 
|------------------------------------------ | -------------------- | -------------------------- | ------- | ------ | ------- | ---------- | -------- | ------------ | -------- | ------------ | ------- | ------------ | ------ | - | -------- | - | -- | - | ------- | ------ | ------ | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         | Non-         |        |   |          |   |    |   |         |       
|                                           |                      |                            |         |        |         |            |          | Subsidiary   |          | Guarantor    |         |              |        |   |          |   |    |  
|                                           |                      |                            |         | Parent |         | Guarantors |          | Subsidiaries |          | Eliminations |         | Consolidated
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |             
|(In thousands)                             |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Assets                                     |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Current assets                             |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|                                           | Cash and equivalents |                            | $       | 22,461 |         |            | $        |             |          |              | $       | 31,459       |        |   | $        |  |    |   | $       | 53,920 |       
|                                           |                      | Accounts receivable, net   |         |        | 275     |            |          |              | 43,027   |              |         |              | 21,910 |   |          |   |   |   |         |        | 65,212 | 
|                                           |                      | Inventories                |         |        | 47,731  |            |          |              | 15,964   |              |         |              | 21,790 |   |          |   |   |   |         |        | 85,485 | 
|                                           |                      | Refundable income taxes    |         |        | 10,796  |            |          |              | (2,703   | )            |         |              | (1,746 | ) |          |   |   |   |         |        | 6,347  | 
|                                           |                      | Prepaid expenses and other |         |        | 5,032   |            |          |              | 2,496    |              |         |              | 527    |   |          |   |   |   |         |        | 8,055  | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Total current assets                       |                      |                            | 86,295  |        |         |            | 58,784   |              |          |              | 73,940  |              |        |   |         |   |    |   | 219,019 |       
|Property, plant and equipment, net         |                      |                            | 140,036 |        |         |            | 33,727   |              |          |              | 35,236  |              |        |   |         |   |    |   | 208,999 |       
|Deferred charges, net                      |                      |                            | 12,411  |        |         |            | 23       |              |          |              | 1,377   |              |        |   |         |   |    |   | 13,811  |       
|Goodwill, net                              |                      |                            | 23,154  |        |         |            | 75,521   |              |          |              | 1,425   |              |        |   |         |   |    |   | 100,100 |       
|Assets held for sale                       |                      |                            | 5,428   |        |         |            |         |              |          |              | 3,363   |              |        |   |         |   |    |   | 8,791   |       
|Investments in subsidiaries                |                      |                            | 368,585 |        |         |            | 302      |              |          |              |        |              |        |   | (368,887 | ) |    |   |        |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Total assets                               |                      | $                          | 635,909 |        |         | $          | 168,357  |              |          | $            | 115,341 |              |        | $ | (368,887 | ) |    | $ | 550,720 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Liabilities and Stockholders Equity       |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Current liabilities                        |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|                                           |                      | Accounts payable           |         | $      | 18,310  |            |          | $            | 2,714    |              |         | $            | 9,267  |   |          | $ | (1 | ) |         | $      | 30,290 | 
|                                           |                      | Accrued liabilities        |         |        | 10,831  |            |          |              | 1,001    |              |         |              | 7,461  |   |          |   |   |   |         |        | 19,293 | 
|                                           |                      | Short-term borrowings      |         |        |        |            |          |              |         |              |         |              | 1,217  |   |          |   |   |   |         |        | 1,217  | 
|                                           |                      | Intercompany balances      |         |        | 116,757 |            |          |              | (118,477 | )            |         |              | 1,720  |   |          |   |   |   |         |        |       | 
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Total current liabilities                  |                      |                            | 145,898 |        |         |            | (114,762 | )            |          |              | 19,665  |              |        |   | (1       | ) |    |   | 50,800  |       
|Deferred income taxes                      |                      |                            | 12,321  |        |         |            | 7,385    |              |          |              | (7,804  | )            |        |   |         |   |    |   | 11,902  |       
|Long-term debt                             |                      |                            | 253,689 |        |         |            |         |              |          |              | 2,023   |              |        |   |         |   |    |   | 255,712 |       
|Pension liabilities                        |                      |                            | 11,307  |        |         |            |         |              |          |              | 3,233   |              |        |   |         |   |    |   | 14,540  |       
|Postretirement benefit obligation          |                      |                            | 10,602  |        |         |            |         |              |          |              | 5,064   |              |        |   |         |   |    |   | 15,666  |       
|Accrued environmental remediation          |                      |                            | 1,457   |        |         |            |         |              |          |              | 8       |              |        |   |         |   |    |   | 1,465   |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Total liabilities                          |                      |                            | 435,274 |        |         |            | (107,377 | )            |          |              | 22,189  |              |        |   | (1       | ) |    |   | 350,085 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Stockholders equity                       |                      |                            | 200,635 |        |         |            | 275,734  |              |          |              | 93,152  |              |        |   | (368,886 | ) |    |   | 200,635 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       
|Total liabilities and stockholders equity |                      | $                          | 635,909 |        |         | $          | 168,357  |              |          | $            | 115,341 |              |        | $ | (368,887 | ) |    | $ | 550,720 |       
|                                           |                      |                            |         |        |         |            |          |              |          |              |         |              |        |   |          |   |    |   |         |       

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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the three-month period ended March 30, 2003

(Unaudited)

|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------- | ------------ | ------------ | ---- | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                         |  |        |         |            |  |              |         |              |              | Non- |        |   |  |   |        |   |  |  
|                                                         |  |        |         |            |  | Subsidiary   |         | Guarantor    |              |      |        |   |  |   |        |  
|                                                         |  | Parent |         | Guarantors |  | Subsidiaries |         | Eliminations | Consolidated |     
|                                                         |  |        |         |            |  |              |         |              |              |     
|(In thousands)                                           |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Operating Activities                                     |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Net income (loss)                                        |  | $      | 638     |            |  | $            | 4,316   |              |              | $    | 1,840  |   |  | $ | (6,156 | ) |  | $ | 638     |  
|Depreciation and amortization                            |  |        | 3,056   |            |  |              | 857     |              |              |      | 704    |   |  |   |       |   |  |   | 4,617   |  
|Other non-cash items                                     |  |        | 73      |            |  |              | 10      |              |              |      | 38     |   |  |   |       |   |  |   | 121     |  
|Equity in earnings of subsidiaries                       |  |        | (6,156  | )          |  |              |        |              |              |      |       |   |  |   | 6,156  |   |  |   |        |  
|Changes in operating assets and liabilities              |  |        | (7,060  | )          |  |              | (12,274 | )            |              |      | (4.907 | ) |  |   |       |   |  |   | (24,241 | )
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Net cash used for operating activities                   |  |        | (9,449  | )          |  |              | (7,091  | )            |              |      | (2,325 | ) |  |   |       |   |  |   | (18,865 | )
|Investing Activities                                     |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Additions to property, plant and equipment               |  |        | (486    | )          |  |              | (143    | )            |              |      | (243   | ) |  |   |       |   |  |   | (872    | )
|Financing Activities                                     |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Financing fees and expenses paid                         |  |        | (27     | )          |  |              |        |              |              |      |       |   |  |   |       |   |  |   | (27     | )
|Net borrowings (payments) on revolving credit
facilities |  |        | (392    | )          |  |              | 392     |              |              |      | 145    |   |  |   |       |   |  |   | 145     |  
|Intercompany borrowings (payments)                       |  |        | (323    | )          |  |              | 6,842   |              |              |      | (6,519 | ) |  |   |       |   |  |   |        |  
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) financing activities     |  |        | (742    | )          |  |              | 7,234   |              |              |      | (6,374 | ) |  |   |       |   |  |   | 118     |  
|Effect of exchange rate on cash and equivalents          |  |        |        |            |  |              |        |              |              |      | 1,273  |   |  |   |       |   |  |   | 1,273   |  
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Net cash used for continuing operations                  |  |        | (10,677 | )          |  |              |        |              |              |      | (7,669 | ) |  |   |       |   |  |   | (18,346 | )
|Net cash used for discontinued operations                |  |        |        |            |  |              |        |              |              |      | (408   | ) |  |   |       |   |  |   | (408    | )
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Net decrease in cash and equivalents                     |  |        | (10,677 | )          |  |              |        |              |              |      | (8,077 | ) |  |   |       |   |  |   | (18,754 | )
|Cash and equivalents at beginning of period              |  |        | 22,461  |            |  |              |        |              |              |      | 31,459 |   |  |   |       |   |  |   | 53,920  |  
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  
|Cash and equivalents at end of period                    |  | $      | 11,784  |            |  | $            |        |              |              | $    | 23,382 |   |  | $ |       |   |  | $ | 35,166  |  
|                                                         |  |        |         |            |  |              |         |              |              |      |        |   |  |   |        |   |  |   |         |  

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the three-month period ended March 31, 2002

(Unaudited)

|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------- | ------------ |  | ------------ | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                         |  |        |         |            |  |              |         |              |  | Non-         |        |   |  |   |        |   |  |  
|                                                         |  |        |         |            |  | Subsidiary   |         | Guarantor    |  |              |        |   |  |   |        |  
|                                                         |  | Parent |         | Guarantors |  | Subsidiaries |         | Eliminations |  | Consolidated
|                                                         |  |        |         |            |  |              |         |              |  |             
|(In thousands)                                           |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Operating Activities                                     |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Net income (loss)                                        |  | $      | 1,688   |            |  | $            | 2,704   |              |  | $            | 3,112  |   |  | $ | (5,816 | ) |  | $ | 1,688   |  
|Depreciation and amortization                            |  |        | 2,771   |            |  |              | 822     |              |  |              | 560    |   |  |   |        |   |  |   | 4,153   |  
|Other non-cash items                                     |  |        | 91      |            |  |              |        |              |  |              | (33    | ) |  |   |       |   |  |   | 58      |  
|Equity in earnings of subsidiaries                       |  |        | (5,816  | )          |  |              |         |              |  |              |        |   |  |   | 5,816  |   |  |   |        |  
|Changes in operating assets and liabilities              |  |        | 802     |            |  |              | (11,370 | )            |  |              | (6,512 | ) |  |   |        |   |  |   | (17,080 | )
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash used for operating activities                   |  |        | (464    | )          |  |              | (7,844  | )            |  |              | (2,873 | ) |  |   |       |   |  |   | (11,181 | )
|Investing Activities                                     |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Additions to property, plant and equipment               |  |        | (1,776  | )          |  |              | (159    | )            |  |              | (13    | ) |  |   |       |   |  |   | (1,948  | )
|Financing Activities                                     |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Financing fees and expenses paid                         |  |        | (6,843  | )          |  |              |        |              |  |              |       |   |  |   |       |   |  |   | (6,843  | )
|Net borrowings (payments) on revolving credit
facilities |  |        | (92,904 | )          |  |              |        |              |  |              | (748   | ) |  |   |       |   |  |   | (93,652 | )
|Intercompany borrowings (payments)                       |  |        | (5,328  | )          |  |              | 8,003   |              |  |              | (2,675 | ) |  |   |        |   |  |   |        |  
|Net increase in note payable                             |  |        |        |            |  |              |        |              |  |              | 1,711  |   |  |   |       |   |  |   | 1,711   |  
|Proceeds from issuance of senior notes                   |  |        | 118,546 |            |  |              |        |              |  |              |       |   |  |   |       |   |  |   | 118,546 |  
|Issuance of common stock                                 |  |        | 22      |            |  |              |        |              |  |              |       |   |  |   |       |   |  |   | 22      |  
|Redemption of preferred stock                            |  |        | (1,000  | )          |  |              |        |              |  |              |       |   |  |   |       |   |  |   | (1,000  | )
|Dividends paid on preferred stock                        |  |        | (58     | )          |  |              |        |              |  |              |       |   |  |   |       |   |  |   | (58     | )
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) financing activities     |  |        | 12,435  |            |  |              | 8,003   |              |  |              | (1,712 | ) |  |   |       |   |  |   | 18,726  |  
|Effect of exchange rate on cash and equivalents          |  |        |        |            |  |              |        |              |  |              | (115   | ) |  |   |       |   |  |   | (115    | )
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) continuing
operations    |  |        | 10,195  |            |  |              |        |              |  |              | (4,713 | ) |  |   |       |   |  |   | 5,482   |  
|Net cash provided by discontinued operations             |  |        |        |            |  |              |        |              |  |              | 139    |   |  |   |       |   |  |   | 139     |  
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Net increase (decrease) in cash and equivalents          |  |        | 10,195  |            |  |              |        |              |  |              | (4,574 | ) |  |   |       |   |  |   | 5,621   |  
|Cash and equivalents at beginning of period              |  |        |        |            |  |              |        |              |  |              | 22,739 |   |  |   |       |   |  |   | 22,739  |  
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  
|Cash and equivalents at end of period                    |  | $      | 10,195  |            |  | $            |        |              |  | $            | 18,165 |   |  | $ |       |   |  | $ | 28,360  |  
|                                                         |  |        |         |            |  |              |         |              |  |              |        |   |  |   |        |   |  |   |         |  

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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 Condensed
Consolidated Financial Statements and notes thereto.

RESULTS OF OPERATIONS

Three-Month Period Ended March 30, 2003 Compared to
Three-Month Period Ended March 31, 2002

Consolidated net sales increased by $6.0 million, or 4.3%, to $143.5 million
for the first quarter ended March 30, 2003 from $137.5 million for the quarter
ended March 31, 2002. Pounds shipped increased by 5.0 million pounds, or 6.6%,
to 81.0 million in the first quarter of 2003 from 76.0 million in 2002. The
average COMEX copper price for the first quarter of 2003 was $0.76 per pound,
as compared to $0.72 per pound in the first quarter of 2002.

Pounds of commercial products shipped increased by 4.5 million pounds, or 8.7%,
to 56.2 million in the first quarter of 2003 from 51.7 million in the first
quarter of 2002. This increase was primarily due to a significant increase in
shipments of industrial tube, as well as more modest increases in shipments of
technical tube and fabrication products, partially offset by a decline in
shipments of alloy products. The increase in shipments reflects our success in
attaining market penetration for industrial tube in the United States as well
as technical tube in Europe and Asia. Technical tube growth has been tempered by weak demand in the
United States due to a low level of commercial construction activity. Sales of
commercial products increased $4.0 million, or 3.7%, to $110.3 million in the
first quarter of 2003 from $106.3 million in 2002. This increase in sales was
attributable to higher volumes of industrial tube, technical tube and
fabricated products as well as an increase in COMEX copper prices, partially
offset by lower volumes of alloy products and a decrease in fabrication revenue
per pound across all product lines. Reductions in unit fabrication revenues
were due to modest price reductions and changes in product mix, especially in
metal joining products and fabricated products. Gross profit from commercial
products increased by $1.6 million, or 13.2%, to $13.8 million in the first
quarter of 2003 from $12.2 million in 2002, primarily attributable to increased
shipments of commercial products and manufacturing process improvements.

Pounds of wholesale products shipped increased by 1.5 million pounds, or 8.1%,
to 20.0 million in the first quarter of 2003 from 18.5 million pounds in 2002
due to our expanding of the channels to this commodity market. Sales of
wholesale products increased $1.9 million, or 8.8%, to $23.9 million in the
first quarter of 2003 from $22.0 million in 2002, due to increased shipments as
well as an increase in COMEX copper prices, partially offset by a 13% selling
price reduction in this highly competitive market. Gross profit from wholesale
products decreased $1.6 million, or 96.0%, to $0.1 million in the first quarter
of 2003 from $1.6 million in 2002, due primarily to selling price pressures in
this commodity market and to a much lesser extent to higher costs for raw
materials and higher operating costs.

Pounds of rod and bar products shipped decreased by 1.0 million pounds, or
16.6%, to 4.8 million in the first quarter of 2003 from 5.8 million in 2002 due
to a decline in industrial demand. Sales of rod, bar and other products
remained approximately the same, increasing $54,000, or 0.6%, to $9.2 million
in the first quarter of 2003. Sales dollars from our distribution
15Table of Contents

center in
The Netherlands increased approximately $0.5 million in the first quarter of
2003 primarily due to the favorable impact of the stronger Euro, but this
increase was largely offset by a decrease in sales of rod and bar products.
Gross profit from rod, bar and other products increased $0.2 million, or 39.5%,
to $0.8 million in the first quarter of 2003 from $0.6 million in 2002, due to
growth in business from our distribution center in The Netherlands as we gained
market share from an exiting competitor and due to a lesser extent to the
positive impact of the strengthening Euro, partially offset by a decline in
gross profit from our rod and bar products.

Consolidated gross profit increased $0.3 million or 2.1% to $14.6 million in
the first quarter of 2003 from $14.3 million in 2002. Gross profit in the
first quarter of 2003 increased primarily due to higher volumes of commercial
products as well as improvements in our cost structure and manufacturing
process improvements. Our manufacturing cost per pound decreased $0.03 per
pound to $0.81 per pound in the first quarter of 2003 as compared to $0.84 per
pound in the first quarter of 2002.

Consolidated selling, general and administrative expenses for the first quarter
of 2003 increased by $0.2 million, or 3.0%, to $8.1 million, compared with $7.9
million in 2002, while remaining approximately five percent of sales for both
the first quarter of 2003 and 2002. Salary and wage costs increased $0.5
million in the first quarter of 2003 as compared to the first quarter of 2002.
Selling, general and administrative expenses in the first quarter of 2002
include a 10% pay reduction for salaried employees. The pay reduction was discontinued in the
second quarter of 2002 resulting in a $0.3 million increase in cost in the
first quarter of 2003 as compared to 2002. Selling, general and administrative
expenses in the first quarter of 2002 include $0.5 million of charges for
professional fees pertaining to the industry-wide competition related
investigation.

Consolidated net interest expense increased by $1.4 million or 38.8%, to $5.2
million in the first quarter of 2003 from $3.7 million in 2002. At March 30,
2003, we had outstanding $118.0 million in principal amount of 10.5% Senior
Notes, $136.8 million in principal amount of 7.375% Senior Notes and no
outstanding borrowings under our secured revolving credit facility. For the
first quarter of 2002, we had outstanding $150.0 million in principal amount of
7.375% Senior Notes and an average of $97.3 million in outstanding borrowings
under our old revolving credit facility with an average interest rate of 4.9%.
Interest expense is net of interest income and capitalized interest of $0.1
million and $17,000 for the three-month period ended March 30, 2003 and $25,000
and $6,000 for the three-month period ended March 31, 2002. Interest expense
was reduced $0.2 million in 2003 as compared to 2002 from the benefit of our
interest rate swap on $50 million notional amount of our 7.375% Senior Notes
that we entered into in the fourth quarter of 2002.

Amortization and other, net was $0.5 million of expense in the first quarter of
2003, as compared to $0.1 million of expense in the first quarter of 2002.
Amortization and other, net in the first quarter of 2003 and 2002 included $0.1
million of foreign currency losses. These foreign currency losses are largely
attributable to fluctuations in the Canadian to U.S. dollar exchange rate.
Amortization and other, net in 2002 also included $0.2 million of income
related to the administration and collection of receivables sold to us by our
discontinued operations. Amortization expense was $0.4 million in the first
quarter of 2003 as compared to $0.2 million in the first quarter of 2002 due to
the amortization of deferred financing fees incurred when we obtained our new
financing in March 2002.

16



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##### Table of Contents



The effective tax rate for continuing operations for the first quarter of 2003
was 16.1% as compared to 35.4% in 2002. The decrease in the effective tax rate
in the first quarter of 2003 reflects benefits from state tax planning
activities as well as tax benefits generated in higher effective tax rate
jurisdictions, which had pre-tax losses, versus income generated in
jurisdictions where the tax rates are lower. The benefits derived from the
state tax planning activities reduced the effective tax rate by approximately
15 percentage points.

Liquidity and Capital Resources

The primary source of our liquidity for the first quarter ended March 30, 2003
was cash on hand at the beginning of the year. The primary uses of our funds
for the first quarter of 2003 were $18.9 million for continuing operations and
$0.9 million for investments in our property, plant and equipment.

The primary sources of our liquidity for the first quarter ended March 31, 2002
were cash on hand at the beginning of the year, $118.5 million from the
issuance of our 10.5% Senior Notes and $5.0 million of borrowings under our new secured revolving credit facility.
We issued the 10.5% Senior Notes and entered into the new secured revolving
credit facility on March 27, 2002 to replace our old revolving credit facility.
The primary uses of our funds for the first quarter of 2002 were $96.2 million
to repay our old revolving credit facility, $6.8 million of financing fees
related to the issuance of our 10.5% Senior Notes and new secured revolving
credit facility, $11.2 million for continuing operations, $1.9 million for
investments in our property, plant and equipment and $1.0 million related to
the mandatory redemption of our preferred stock.

Net cash used by continuing operating activities was $18.9 million for the
first quarter of 2003 and $11.2 million for the first quarter of 2002. We
participate in a seasonal business which typically produces greater sales in
the first and second quarters compared to the second half of the year, and thus
we tend to use cash in the first part of the year and generate cash in the
latter part of the year. The increase in cash used for operating activities in
the first quarter of 2003 as compared to 2002 was primarily the result of an
increase in inventory and a reduction in net income, partially offset by an
increase in accounts payable. Inventories increased in 2003 due to increases
in metal prices, a planned increase in work in process in anticipation of
maintenance activities in the second quarter of 2003 and the purchase of
specific inventory items with long-lead times due to an increase in demand for
certain of our products.

As of March 30, 2003, 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 $2.0
million excess availability requirement) in additional borrowing availability
thereunder.

In the first quarter of 2003, we and our lenders executed an amendment to the
secured revolving credit facility to change the minimum consolidated EBITDA
requirement on a rolling four-quarter basis for each quarter of 2003 from $50.0
million to $40.0 million for the first three quarters of 2003 and $42.0 million
for the fourth quarter of 2003. The need for the amendment was due to a lack
of improvement in market and economic conditions from what had been expected
and in anticipation that violations of the minimum consolidated EBITDA covenant
17Table of Contents

would occur. The minimum consolidated EBITDA requirement on a rolling
four-quarter basis for each quarter of 2004 of $55.0 million remains unchanged.

With the borrowing availability under our secured revolving credit facility,
our cash balances and 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 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, we have not
made any such purchases in the second quarter of 2003. We also will evaluate
making non-mandatory cash contributions to our pensions plans. In February
2003, we transferred $4.3 million to a rabbi trust to partially fund the vested
benefit obligations to certain executives under our Supplemental Executive
Retirement Plan.

Capital expenditures for continuing operations were $0.9 million in the first
quarter of 2003 as compared to $1.9 million in the first quarter of 2002. We
currently expect to spend approximately $10 to $15 million for capital items in
2003. Our capital expenditures include asset replacement, environmental
compliance and asset improvement items.

The ratio of current assets to current liabilities was 4.1 at March 30, 2003
and 4.2 at March 31, 2002.

Subsequent Events

On April 23, 2003, an election was held by the National Labor Relations Board
(NLRB) for the 54 employees of the engineering department at our Shawnee,
Oklahoma facility, comprising approximately 14% of the hourly workforce at this
location. The election was in regard to representation by the Arkansas
Regional Council of Carpenters/United Brotherhood of Carpenters and Joiners of
America (Union). The Companys appeal of the appropriate bargaining unit
size was not accepted for hearing by the NLRB and the NLRB certified the
results of the election on May 7, 2003 reflecting a vote in favor of the Union.
We anticipate a demand for negotiations of a first contract by the Union in
the near future.

Environmental

Our facilities and operations are subject to extensive environmental laws and
regulations. During the three months ended March 30, 2003, we spent
approximately $0.1 million on environmental matters, which included remediation
costs, monitoring costs, legal and other costs. We had a reserve of $1.3
million for undiscounted environmental remediation costs which is reflected in
our Condensed Consolidated Balance Sheet. Based on currently available
information, we believe that the ultimate 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. However, actual
costs related to environmental matters could differ materially from the amounts
we estimated and accrued at March 30, 2003 and could result in additional
exposure if these environmental matters are not resolved as anticipated.

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Decatur, Alabama

In 1999, we negotiated 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 Environmental
Protection Agency, or 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 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 had previously been detected
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. In December 2002, we took a sample from this property
that indicated there were no longer detectable levels of chrome beyond our
property boundary. 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 EPA and 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 Alabama Department of Environmental Management
stating that a preliminary assessment would be forthcoming which we have yet to
receive from the department. We expect to further define the extent of any
contamination and execute any necessary remedies in conjunction with the
departments forthcoming 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 at our Decatur, Alabama facility are
$0.6 million as of March 30, 2003.

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,
19Table of Contents

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 Tennessee Division responded with comments on the Remedial
Investigation and Feasibility Study on November 8, 2002. We and our consultant
are evaluating the comments and we anticipate responding to the Tennessee
Divisions comments by May 31, 2003. 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 as of March
30, 2003 that it will cost between $0.5 million and $3.0 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-
20Table of Contents

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 as of March 30, 2003 that
the remaining investigative and remedial costs could total $20,000 under the
remediation plan we adopted, but these costs could increase if additional
remediation is required.

On November 21, 2002, the Mississippi Commission on Environmental Quality
approved a Brownfield agreement order with us. We believe that this program
will provide for the most regulatory flexibility in reaching a site closure.
On December 11, 2002, we donated the property to Washington County, Mississippi
to be used for economic development. We maintain the environmental liability
as defined in the Brownfield agreement. We anticipate long-term monitoring of
the site to continue until the concentration of contaminants reach the
Mississippi department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 previous owner
closed the hazardous waste lagoons in 1982. 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 $28,000. Once the investigation phase is
completed, a decision on remediation, if any, will be made. Based upon our
preliminary report to the Pennsylvania Department of Environmental Protection
no active remediation is anticipated at this site; however, some additional
testing and modeling will be required. The additional testing and modeling are
included in the estimated cost. It was our belief that the previous owner had
indemnified us for any liability in the matter. In November 2002, we reached
an out of court settlement concerning the indemnification with Millennium
Chemicals, formerly National Distillers. As part of this agreement Millennium
Chemicals has been released from all claims.

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 $0.3 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
21Table of Contents

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 future earnings, operating performance, 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.

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



| |  |  | our ability to dispose of our properties held for sale and realize
their carrying values;                                                    
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our ability to achieve growth rates and profit projections assumed
in the valuation of our goodwill;                                         
|
| |  |  | the impact of interest rates on the valuations of our pension liabilities and goodwill;                                                      
|
| |  |  | 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 significant amount of debt and the restrictive covenants
contained in our debt agreements;                                               
|
| |  |  | our ability to service our debt and incur additional debt;                                                                                   
|
| |  |  | our potential exposure to environmental liabilities;                                                                                         
|
| |  |  | economic, political, social and currency risks relating to our international operations;                                                     
|
| |  |  | our ability and the ability of our customers to maintain
satisfactory relations with union employees;                                        
|
| |  |  | business risks that may arise if we undertake strategic acquisitions in the future;                                                          
|
| |  |  | extraordinary fluctuations in the markets for raw materials;                                                                                 

22



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| |  |  | 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.




|        |  |                                                           
|------- |  | ----------------------------------------------------------
|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
March 30, 2003 was $253 million, versus a carrying value of $255 million. A 1%
increase from prevailing interest rates would result in a decrease in fair
value of this debt by approximately $10 million as of March 30, 2003. The
estimated fair market value of our debt is based upon the indicative bid price
for our Senior Notes and approximates their trade value. The yield implicit in
the value of the 7.375% Senior Notes is 8.93% and 8.98% for the 10.5% Senior
Notes as of March 30, 2003.

In October 2002, we completed an interest rate swap on $50 million notional
amount of our 7.375% Senior Notes. The terms of the interest rate swap are
semi-annual payment dates 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. As of March 30, 2003, we recorded the fair market value of
the interest rate swap of $0.2 million as other liabilities with a
corresponding decrease to the hedged debt, with equal and offsetting unrealized
gains and losses included in other income (expense), net.

Commodity Price Risk

In connection with the sale of some raw materials, principally copper, we have
entered into commodity forward contracts as we have 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
in accordance with SFAS No. 133 (subsequently amended by SFAS No. 137 and 138)
Accounting For Derivative Instruments and Hedging Activities. As of March 30,
2003, we had entered into contracts hedging the raw material requirements for
committed and anticipated future sales through December 2004 having a notional
value of $23.1 million. The estimated fair value of these outstanding
contracts based upon forward rates at March 30, 2003
23Table of Contents

was approximately $0.2 million as of March 30, 2003. A 10.0% decline in
commodity prices would decrease the estimated fair value of these outstanding
contracts by $2.3 million at March 30, 2003.

In connection with the purchase of some raw materials, principally copper, we
have entered into commodity forward contracts as we have deemed appropriate to
reduce the risk of price decreases with respect to firm-price purchase
commitments. These forward contracts are accounted for in accordance with SFAS
No. 133. As of March 30, 2003, we had entered into contracts hedging the raw
material requirements for committed future purchases through May 2003 having a
notional value of $2.5 million. The estimated fair value of these outstanding
contracts based upon forward rates at March 30, 2003 was approximately $0.2
million as of March 30, 2003. A 10.0% increase in commodity prices would
decrease the estimated fair value of these outstanding contracts by $0.3
million at March 30, 2003.

We have entered into commodity forward contracts to sell copper with a notional
value of $1.1 million, $17.7 million and $7.5 million in May, July and December
2003, respectively. We entered into 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 based upon forward rates at March 30, 2003 was a gain of
approximately $1.0 million as of March 30, 2003. A 10.0% increase in commodity
prices would decrease the estimated fair value of these outstanding contracts
by $2.7 million at March 30, 2003.

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 in accordance with SFAS No.133 and
accordingly, realized gains and losses are recognized in cost of goods sold
when the hedged natural gas purchases occur. 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 March 30, 2003, we had commodity futures contracts to
purchase natural gas for the period May 2003 through October 2004 with a
notional amount of $3.8 million and an unrealized loss of $0.2 million, based
on futures prices as of March 30, 2003. The effect of a 10.0% decline in
commodity prices as of March 30, 2003 for these futures contracts would result
in a potential loss in fair value of approximately $0.4 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 assets and liabilities
denominated in Euros and British Pound Sterling. We do not enter into forward
exchange contracts for trading purposes. These forward contracts and the
underlying hedged receivables and payables are carried at their fair values
with any associated gains and losses recognized in current period earnings. As
of March 30, 2003, we had forward exchange contracts outstanding to purchase
foreign currency with a notional amount of $4.2 million and to sell foreign
currency with a notional amount of $1.9 million. As of March
30, 2003, we had an unrealized loss of $0.1 million associated with these
forward contracts. The potential loss in fair value for these forward
contracts from a hypothetical
24Table of Contents

10.0% adverse change in quoted foreign currency exchange rates would be approximately $0.6 million.




|        |  |                        
|------- |  | -----------------------
|ITEM 4. |  | CONTROLS AND PROCEDURES



| | (a) |  | Within the 90 days preceding the filing of this report on Form
10-Q, we carried out an evaluation, under the supervision and with the
participation of management, including the Chief Executive Officer,
Dennis J. Horowitz, and the Chief Financial Officer, James E. Deason,
of the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14 under the Securities
Exchange Act of 1934). Based upon that evaluation, Messrs. Horowitz
and Deason have concluded that our disclosure controls and procedures
are functioning effectively to provide reasonable assurance that we are
meeting our disclosure obligations.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | There have been no significant changes in our 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
our 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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##### Table of Contents






PART II. OTHER INFORMATION




|        |  |                  
|------- |  | -----------------
|ITEM 1. |  | LEGAL PROCEEDINGS



| |  | There were no material legal proceeding developments during the three-month
period ended March 30, 2003.
| |  | --------------------------------------------------------------------------------------------------------




|        |  |                                 
|------- |  | --------------------------------
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Deferred Compensation Trust Agreement by and between Wolverine Tube,
Inc. and AmSouth Bank (the Trustee) dated February 13, 2001.                     
|     |  |                                                                                                                                                       
|10.2 |  | Amendment Number One to Deferred Compensation Trust Agreement by and
between Wolverine Tube, Inc. and AmSouth Bank (the Trustee) dated May
7, 2003.   
|     |  |                                                                                                                                                       
|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



| |  | The Company filed no reports on Form 8-K during the quarter ended March
30, 2003. A current report on Form 8-K related to the reporting of the
Companys results of operations and financial condition for the quarter
ended March 30, 2003 was furnished to the SEC on April 24, 2003.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




SIGNATURES

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: May 13, 2003

26



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##### Table of Contents



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 officers 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 officers 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 (or persons
performing equivalent functions):
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents





| |  |  | 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: May 13, 2003

| |  |                               
| |  | ------------------------------
| |  | /s/ Dennis J. Horowitz        
| |  |                               
| |  | Dennis J. Horowitz            
| |  | Chairman, President, Chief    
| |  | Executive Officer and Director

28



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##### Table of Contents



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 officers 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 officers 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 (or persons
performing equivalent functions):
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents





| |  |  | 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: May 13, 2003

| |  |                                 
| |  | --------------------------------
| |  | /s/ James E. Deason             
| |  |                                 
| |  | James E. Deason                 
| |  | Executive Vice President, Chief 
| |  | Financial Officer, Secretary and
| |  | Director                        

30