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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

[X]     Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 28, 2003

OR


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


Commission file number 1-12164

WOLVERINE TUBE, INC.




(Exact name of registrant as specified in its charter)


|                         |  |                                  
|------------------------ |  | ---------------------------------
|Delaware                 |  | 63-0970812                       
|                         |  |                                  
|(State of Incorporation) |  | (IRS Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|200 Clinton Avenue West, Suite 1000      |  |           
|Huntsville, Alabama                      |  | 35801     
|                                         |  |           
|(Address of Principal Executive Offices) |  | (Zip Code)

(256) 353-1310





(Registrants Telephone Number, including Area Code)


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

YES    [X]      NO [   ]


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

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

|                              |  |                                   
|----------------------------- |  | ----------------------------------
|Class                         |  | Outstanding as of October 31, 2003
|                              |  |                                   
|Common Stock, $0.01 Par Value |  | 12,279,343 Shares                 





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TABLE OF CONTENTS



|                                              |                                                                                               |                                                      |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                              |                                                                                               | Condensed Consolidated Statements of Operations     
|                                              |                                                                                               | 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                                                     
|SIGNATURE                                    
|EX-10.1  AMENDMENT NO. 3 TO CREDIT AGREEMENT 
|EX-31.1  SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2  SECTION 302 CERTIFICATION OF THE CFO
|EX-32.1  SECTION 906 CERTIFICATION OF THE CEO
|EX-32.2  SECTION 906 CERTIFICATION OF THE CFO



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FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

|        |  |                                                                                       |  |                                                                                                                                                |         |  |          |  | 
|------- |  | ------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------- |  | -------- |  | 
|        |  |                                                                                       |  |                                                                                                                                                |         |  | Page No.
|        |  |                                                                                       |  |                                                                                                                                                | PART I  |  |          |  | 
|Item 1. |  | Financial Statements                                                                  |  |                                                                                                                                                |         | 
|        |  |                                                                                       |  | Condensed Consolidated Statements of Operations (Unaudited)Three-Month and Nine-Month Periods Ended
September 28, 2003 and September 29, 2002 |         |  | 1        | 
|        |  |                                                                                       |  | Condensed Consolidated Balance Sheets
September 28, 2003 (Unaudited) and December 31, 2002                                                     |         |  | 2        | 
|        |  |                                                                                       |  | Condensed Consolidated Statements of Cash Flows (Unaudited)Nine-Month Periods Ended September 28, 2003 and September 29, 2002                 |         |  | 3        | 
|        |  |                                                                                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                               |         |  | 4        | 
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations |  |                                                                                                                                                | 18      | 
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                                                                                                                | 32      | 
|Item 4. |  | Controls and Procedures                                                               |  |                                                                                                                                                | 34      | 
|        |  |                                                                                       |  |                                                                                                                                                | PART II |  |          |  | 
|Item 1. |  | Legal Proceedings                                                                     |  |                                                                                                                                                | 35      | 
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                                                                | 35      | 





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ITEM 1.       FINANCIAL STATEMENTS




Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |        |  
|---------------------------------------------------------------------- | ------------------------------ | - | ------------------------- | ------ | ------------------------ | - | ------------- | ------ | ------------- | - | ------- | ------ |  | - | ------- | ------ | -
|                                                                       |                                |   | Three-month period ended: |        | Nine-month period ended:
|                                                                       |                                |   | September 28,             |        | September 29,            |   | September 28, |        | September 29,
|                                                                       |                                |   | 2003                      |        | 2002                     |   | 2003          |        | 2002         
|(In thousands except per share amounts)                                |                                |   |                           |        |                          |   |               |       
|Net sales                                                              |                                | $ | 144,099                   |        |                          | $ | 134,817       |        |               | $ | 440,574 |        |  | $ | 424,907 |       
|Cost of goods sold                                                     |                                |   | 137,857                   |        |                          |   | 120,347       |        |               |   | 407,105 |        |  |   | 376,902 |       
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Gross profit                                                           |                                |   | 6,242                     |        |                          |   | 14,470        |        |               |   | 33,469  |        |  |   | 48,005  |       
|Selling, general and administrative expenses                           |                                |   | 8,105                     |        |                          |   | 7,061         |        |               |   | 23,812  |        |  |   | 23,215  |       
|Restructuring charges                                                  |                                |   | 6,438                     |        |                          |   |              |        |               |   | 6,438   |        |  |   |        |       
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Income (loss) from operations                                          |                                |   | (8,301                    | )      |                          |   | 7,409         |        |               |   | 3,219   |        |  |   | 24,790  |       
|Other expenses:                                                        |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|                                                                       | Interest expense, net          |   |                           | 5,269  |                          |   |               | 5,620  |               |   |         | 15,739 |  |   |         | 14,921 |  
|                                                                       | Gain on extinguishment of debt |   |                           |       |                          |   |               | (1,074 | )             |   |         |       |  |   |         | (1,074 | )
|                                                                       | Amortization and other, net    |   |                           | 244    |                          |   |               | 455    |               |   |         | 1,278  |  |   |         | 1,057  |  
|                                                                       | Goodwill impairment            |   |                           | 23,153 |                          |   |               |       |               |   |         | 23,153 |  |   |         |       |  
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Income (loss) before income taxes                                      |                                |   | (36,967                   | )      |                          |   | 2,408         |        |               |   | (36,951 | )      |  |   | 9,886   |       
|Income tax provision (benefit)                                         |                                |   | (5,245                    | )      |                          |   | 581           |        |               |   | (5,966  | )      |  |   | 2,885   |       
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Net income (loss)                                                      |                                |   | (31,722                   | )      |                          |   | 1,827         |        |               |   | (30,985 | )      |  |   | 7,001   |       
|Less preferred stock dividends                                         |                                |   |                          |        |                          |   |              |        |               |   |        |        |  |   | (58     | )     
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Net income (loss) applicable to common shares                          |                                | $ | (31,722                   | )      |                          | $ | 1,827         |        |               | $ | (30,985 | )      |  | $ | 6,943   |       
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       
|Net income (loss) per common share basic                              |                                | $ | (2.58                     | )      |                          | $ | 0.15          |        |               | $ | (2.52   | )      |  | $ | 0.57    |       
|Basic weighted average number of common shares                         |                                |   | 12,279                    |        |                          |   | 12,258        |        |               |   | 12,273  |        |  |   | 12,219  |       
|Net income (loss) per common share diluted                            |                                | $ | (2.58                     | )      |                          | $ | 0.15          |        |               | $ | (2.52   | )      |  | $ | 0.56    |       
|Diluted weighted average number of common and
common equivalent shares |                                |   | 12,279                    |        |                          |   | 12,405        |        |               |   | 12,273  |        |  |   | 12,351  |       
|                                                                       |                                |   |                           |        |                          |   |               |        |               |   |         |        |  |   |         |       

See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |         |  
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------- | ------- | ------------ | - | ------- | ------- | -
|                                                  |                                                                                                                                                                             |             | September 28, |         | December 31,
|                                                  |                                                                                                                                                                             |             | 2003          |         | 2002        
|                                                  |                                                                                                                                                                             |             |               |         |             
|(In thousands except share and per share amounts) |                                                                                                                                                                             | (Unaudited) |               | (Note) 
|Assets                                            |                                                                                                                                                                             |             |               |         |              |   |         |        
|Current assets                                    |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                  | Cash and equivalents                                                                                                                                                        |             | $             | 50,059  |              |   | $       | 53,920  |  
|                                                  | Accounts receivable, net                                                                                                                                                    |             |               | 87,469  |              |   |         | 65,212  |  
|                                                  | Inventories                                                                                                                                                                 |             |               | 96,396  |              |   |         | 85,485  |  
|                                                  | Refundable income taxes                                                                                                                                                     |             |               |        |              |   |         | 6,347   |  
|                                                  | Prepaid expenses and other                                                                                                                                                  |             |               | 10,207  |              |   |         | 8,055   |  
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total current assets                              |                                                                                                                                                                             |             | 244,131       |         |              |   | 219,019 |        
|Property, plant and equipment, net                |                                                                                                                                                                             |             | 202,806       |         |              |   | 208,999 |        
|Deferred charges, net                             |                                                                                                                                                                             |             | 13,294        |         |              |   | 13,811  |        
|Goodwill, net                                     |                                                                                                                                                                             |             | 77,037        |         |              |   | 100,100 |        
|Assets held for sale                              |                                                                                                                                                                             |             | 6,411         |         |              |   | 8,791   |        
|Prepaid pensions and other                        |                                                                                                                                                                             |             | 4,292         |         |              |   |        |        
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total assets                                      |                                                                                                                                                                             | $           | 547,971       |         |              | $ | 550,720 |        
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Liabilities and Stockholders Equity              |                                                                                                                                                                             |             |               |         |              |   |         |        
|Current liabilities                               |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                  | Accounts payable                                                                                                                                                            |             | $             | 41,975  |              |   | $       | 30,290  |  
|                                                  | Accrued liabilities                                                                                                                                                         |             |               | 23,801  |              |   |         | 19,293  |  
|                                                  | Short-term borrowings                                                                                                                                                       |             |               | 1,574   |              |   |         | 1,217   |  
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total current liabilities                         |                                                                                                                                                                             |             | 67,350        |         |              |   | 50,800  |        
|Deferred income taxes                             |                                                                                                                                                                             |             | 6,687         |         |              |   | 11,902  |        
|Long-term debt                                    |                                                                                                                                                                             |             | 255,451       |         |              |   | 255,712 |        
|Pension liabilities                               |                                                                                                                                                                             |             | 18,776        |         |              |   | 14,540  |        
|Postretirement benefit obligation                 |                                                                                                                                                                             |             | 16,420        |         |              |   | 15,666  |        
|Accrued environmental remediation                 |                                                                                                                                                                             |             | 1,213         |         |              |   | 1,465   |        
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total liabilities                                 |                                                                                                                                                                             |             | 365,897       |         |              |   | 350,085 |        
|Stockholders equity                              |                                                                                                                                                                             |             |               |         |              |   |         |        
|                                                  | Common stock, par value $0.01 per share;
40,000,000 shares authorized; 14,343,143
and 14,326,239 shares issued as of
September 28, 2003 and December 31, 2002,
respectively |             |               | 143     |              |   |         | 143     |  
|                                                  | Additional paid-in capital                                                                                                                                                  |             |               | 103,342 |              |   |         | 103,213 |  
|                                                  | Retained earnings                                                                                                                                                           |             |               | 133,562 |              |   |         | 164,547 |  
|                                                  | Unearned compensation                                                                                                                                                       |             |               | (249    | )            |   |         | (302    | )
|                                                  | Accumulated other comprehensive loss                                                                                                                                        |             |               | (17,349 | )            |   |         | (29,591 | )
|                                                  | Treasury stock, at cost; 2,063,800 shares
as of September 28, 2003 and December 31,
2002                                                                                    |             |               | (37,375 | )            |   |         | (37,375 | )
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total stockholders equity                        |                                                                                                                                                                             |             | 182,074       |         |              |   | 200,635 |        
|                                                  |                                                                                                                                                                             |             |               |         |              |   |         |        
|Total liabilities and stockholders equity        |                                                                                                                                                                             | $           | 547,971       |         |              | $ | 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)

|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |        |         |  
|--------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------- | ------- | ------------------------ | ------- | ------------- | ------- | ------ | ------- | -
|                                                                                                    |                                              |                                                                                 |         | Nine-month period ended:
|                                                                                                    |                                              |                                                                                 |         | September 28,            |         | September 29,
|                                                                                                    |                                              |                                                                                 |         | 2003                     |         | 2002         
|                                                                                                    |                                              |                                                                                 |         |                          |         |              
|(In thousands)                                                                                      |                                              |                                                                                 |         |                          |         |               |         |       
|Operating Activities                                                                                |                                              |                                                                                 |         |                          |         |               |         |       
|Net income (loss)                                                                                   |                                              | $                                                                               | (30,985 | )                        |         | $             | 7,001   |       
|Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities: |                                              |                                                                                 |         |                          |         |               |         |       
|                                                                                                    | Depreciation and amortization                |                                                                                 |         | 14,117                   |         |               |         | 13,326 |        
|                                                                                                    | Deferred income taxes                        |                                                                                 |         | (3,956                   | )       |               |         | (6     | )      
|                                                                                                    | Non-cash portion of restructuring charge     |                                                                                 |         | 5,077                    |         |               |         |       |        
|                                                                                                    | Goodwill impairment                          |                                                                                 |         | 23,153                   |         |               |         |       |        
|                                                                                                    | Gain on retirement of senior notes           |                                                                                 |         |                         |         |               |         | (1,074 | )      
|                                                                                                    | Other non-cash items                         |                                                                                 |         | 239                      |         |               |         | 497    |        
|                                                                                                    | Changes in operating assets and liabilities: |                                                                                 |         |                          |         |               |         |        |        
|                                                                                                    |                                              | Accounts receivable, net                                                        |         |                          | (19,007 | )             |         |        | (15,519 | )
|                                                                                                    |                                              | Inventories                                                                     |         |                          | 1,100   |               |         |        | 13,460  |  
|                                                                                                    |                                              | Refundable income taxes                                                         |         |                          | 6,592   |               |         |        | 8,223   |  
|                                                                                                    |                                              | Prepaid expenses and other                                                      |         |                          | (2,728  | )             |         |        | 1,061   |  
|                                                                                                    |                                              | Accounts payable                                                                |         |                          | 341     |               |         |        | 706     |  
|                                                                                                    |                                              | Accrued liabilities including pension,
postretirement benefit and environmental |         |                          | 3,847   |               |         |        | 382     |  
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Net cash provided by (used for) operating activities                                                |                                              |                                                                                 | (2,210  | )                        |         |               | 28,057  |       
|Investing Activities                                                                                |                                              |                                                                                 |         |                          |         |               |         |       
|Additions to property, plant and equipment                                                          |                                              |                                                                                 | (4,330  | )                        |         |               | (5,409  | )     
|Disposal of property, plant and equipment                                                           |                                              |                                                                                 | 12      |                          |         |               |        |       
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Net cash used for investing activities                                                              |                                              |                                                                                 | (4,318  | )                        |         |               | (5,409  | )     
|Financing Activities                                                                                |                                              |                                                                                 |         |                          |         |               |         |       
|Financing fees and expenses paid                                                                    |                                              |                                                                                 | (29     | )                        |         |               | (8,564  | )     
|Net borrowings (payments) on revolving credit facilities                                            |                                              |                                                                                 | 292     |                          |         |               | (98,948 | )     
|Net increase in note payable                                                                        |                                              |                                                                                 |        |                          |         |               | 1,914   |       
|Proceeds from issuance of senior notes                                                              |                                              |                                                                                 |        |                          |         |               | 118,546 |       
|Retirement of senior notes                                                                          |                                              |                                                                                 |        |                          |         |               | (9,176  | )     
|Issuance (redemption) of common stock                                                               |                                              |                                                                                 | (36     | )                        |         |               | 69      |       
|Redemption of preferred stock                                                                       |                                              |                                                                                 |        |                          |         |               | (1,000  | )     
|Dividends paid on preferred stock                                                                   |                                              |                                                                                 |        |                          |         |               | (58     | )     
|Other financing activities                                                                          |                                              |                                                                                 | (4      | )                        |         |               |        |       
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Net cash provided by financing activities                                                           |                                              |                                                                                 | 223     |                          |         |               | 2,783   |       
|Effect of exchange rate on cash and equivalents                                                     |                                              |                                                                                 | 1,892   |                          |         |               | 284     |       
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Net cash provided by (used for) continuing operations                                               |                                              |                                                                                 | (4,413  | )                        |         |               | 25,715  |       
|Net cash provided by (used for) discontinued operations                                             |                                              |                                                                                 | 552     |                          |         |               | (1,086  | )     
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Net increase (decrease) in cash and equivalents                                                     |                                              |                                                                                 | (3,861  | )                        |         |               | 24,629  |       
|Cash and equivalents at beginning of period                                                         |                                              |                                                                                 | 53,920  |                          |         |               | 22,739  |       
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       
|Cash and equivalents at end of period                                                               |                                              | $                                                                               | 50,059  |                          |         | $             | 47,368  |       
|                                                                                                    |                                              |                                                                                 |         |                          |         |               |         |       

See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 28, 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 and nine-month
periods ended September 28, 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 $1.2 million at September 28,
2003, consisting primarily of $0.5 million for the Decatur, Alabama facility
and $0.6 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 September 28, 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:

|                  |  |                    |        |                   |  |   |        | 
|----------------- |  | ------------------ | ------ | ----------------- |  | - | ------ | 
|                  |  | September 28, 2003 |        | December 31, 2002
|                  |  |                    |        |                  
|(In thousands)    |  |                    |        |                   |  |   |        | 
|Finished products |  | $                  | 27,396 |                   |  | $ | 23,617 | 
|Work-in-process   |  |                    | 23,118 |                   |  |   | 15,862 | 
|Raw materials     |  |                    | 16,285 |                   |  |   | 14,894 | 
|Supplies          |  |                    | 29,597 |                   |  |   | 31,112 | 
|                  |  |                    |        |                   |  |   |        | 
|Totals            |  | $                  | 96,396 |                   |  | $ | 85,485 | 
|                  |  |                    |        |                   |  |   |        | 

As of September 28, 2003, we recorded approximately $8.7 million of silver
inventory as follows: $2.5 million raw materials; $2.7 million
work-in-process; and $3.5 million finished products. This inventory, which had
previously been accounted for as an off-balance sheet consignment arrangement,
is procured under an ongoing precious metal arrangement.

NOTE 4. GOODWILL

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

During the third quarter of 2003, we conducted the required annual goodwill
impairment review. Updated valuations for each reporting unit were computed
using a discounted cash flow approach based on forward-looking information
regarding market share, revenues and costs. Our valuation was based on a 3% to
5% long-term growth rate, a discount rate of 14% and two reporting units, The
Tube Group and The Fabricated Products Group. The Tube Group consists of our
Decatur, Shawnee, Jackson, Booneville, Montreal, London, Shanghai and Esposende
facilities for which we had $23.2 million of goodwill. The Fabricated Products
Group consists of our Altoona, Carrollton, Warwick, Ardmore and Apeldoorn
facilities for which we have $77.0 million of goodwill.

Based on the results of this review, the fair value of The Tube Group reporting
unit was less than its carrying value and we recorded a goodwill impairment
charge of $23.2 million in the third quarter of 2003. The fair value of The
Tube Group reporting unit decreased significantly from the value derived when
we tested for impairment in 2002 due to a decrease in the long-term growth rate
from 4% to 3%, a reduction in our projections of future profitability and an
increase in the discount rate from 12% to 14%.

The fair value of The Fabricated Products Group reporting unit exceeded its
carrying value assuming a 5% growth rate, and thus, no impairment charge was
recorded. If we are unable to achieve our estimated growth rates and profit
projections, if interest rates increase or if our other estimates or
assumptions change in the future, we may be required to record impairment
charges for The Fabricated Products Group goodwill in the future.

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NOTE 5. CONSOLIDATED INTEREST EXPENSE, NET

Consolidated interest expense is net of interest income and capitalized
interest of $0.1 million and $23,000, respectively, for the three-month period
ended September 28, 2003, and $0.1 million and $33,000, respectively, for the
three-month period ended September 29, 2002. Consolidated interest expense is
net of interest income and capitalized interest of $0.4 million and $56,000,
respectively, for the nine-month period ended September 28, 2003, and $0.4
million and $0.2 million, respectively, for the nine-month period ended
September 29, 2002. Consolidated interest expense in the three-month and
nine-month periods ended September 29, 2002 is also net of interest income from
loans to the discontinued operations of Wolverine Ratcliffs, Inc. of $0.1
million and $0.7 million, respectively.

NOTE 6. DEBT

Long-term debt consists of the following:

|                                                                                 |  |                    |         |                   |  |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | - | ------- | -
|                                                                                 |  | September 28, 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   |  |                    | (1,120  | )                 |  |   | (1,272  | )
|Senior Notes, 7.375%, due August 2008                                            |  |                    | 136,481 |                   |  |   | 137,123 |  
|Discount on 7.375% Senior Notes,
original issue discount amortized over
10 years |  |                    | (139    | )                 |  |   | (161    | )
|Netherlands facility, 5.1%, due on demand                                        |  |                    | 1,566   |                   |  |   | 1,205   |  
|Other foreign facilities                                                         |  |                    | 2,237   |                   |  |   | 2,034   |  
|                                                                                 |  |                    |         |                   |  |   |         |  
|                                                                                 |  |                    | 257,025 |                   |  |   | 256,929 |  
|Less short-term borrowings                                                       |  |                    | (1,574  | )                 |  |   | (1,217  | )
|                                                                                 |  |                    |         |                   |  |   |         |  
|Totals                                                                           |  | $                  | 255,451 |                   |  | $ | 255,712 |  
|                                                                                 |  |                    |         |                   |  |   |         |  

As of September 28, 2003, we had no outstanding obligations under our secured
revolving credit facility. We had approximately $7.9 million of standby
letters of credit issued under the secured revolving credit facility and
approximately $29.6 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 September 28, 2003, we recorded the
fair market value of the interest rate swap of $0.3 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.

NOTE 7. STOCK-BASED COMPENSATION PLANS

We account for our stock option compensation plans using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations. No stock option
compensation expense is reflected in net income because the exercise price of
our stock options equals the market price of the underlying stock on the date
of grant. The following table illustrates the effect on net income and
earnings per share if we had applied the fair value recognition provisions of
Statement of Financial Accounting

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Standards No. 123, Accounting for
Stock-Based Compensation to our stock option compensation plans.

|                                                                                                                                            |                       |   |                           |       |                          |   |               |      |               |   |         |       |   |   |        |      | 
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | - | ------------------------- | ----- | ------------------------ | - | ------------- | ---- | ------------- | - | ------- | ----- | - | - | ------ | ---- | 
|                                                                                                                                            |                       |   | Three-month period ended: |       | Nine-month period ended:
|                                                                                                                                            |                       |   | September 28,             |       | September 29,            |   | September 28, |      | September 29,
|                                                                                                                                            |                       |   | 2003                      |       | 2002                     |   | 2003          |      | 2002         
|(In thousands, except per share amounts)                                                                                                    |                       |   |                           |       |                          |   |               |     
|Net income (loss) applicable to common
shares, as reported                                                                                  |                       | $ | (31,722                   | )     |                          | $ | 1,827         |      |               | $ | (30,985 | )     |   | $ | 6,943  |     
|Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects |                       |   | (206                      | )     |                          |   | (562          | )    |               |   | (618    | )     |   |   | (1,684 | )   
|                                                                                                                                            |                       |   |                           |       |                          |   |               |      |               |   |         |       |   |   |        |     
|Pro forma net income (loss) applicable
to common shares                                                                                     |                       | $ | (31,928                   | )     |                          | $ | 1,265         |      |               | $ | (31,603 | )     |   | $ | 5,259  |     
|                                                                                                                                            |                       |   |                           |       |                          |   |               |      |               |   |         |       |   |   |        |     
|Earnings (loss) per share:                                                                                                                  |                       |   |                           |       |                          |   |               |      |               |   |         |       |   |   |        |     
|                                                                                                                                            | Basic  as reported   |   | $                         | (2.58 | )                        |   | $             | 0.15 |               |   | $       | (2.52 | ) |   | $      | 0.57 | 
|                                                                                                                                            | Basic  pro forma     |   | $                         | (2.60 | )                        |   | $             | 0.10 |               |   | $       | (2.58 | ) |   | $      | 0.43 | 
|                                                                                                                                            | Diluted  as reported |   | $                         | (2.58 | )                        |   | $             | 0.15 |               |   | $       | (2.52 | ) |   | $      | 0.56 | 
|                                                                                                                                            | Diluted  pro forma   |   | $                         | (2.60 | )                        |   | $             | 0.10 |               |   | $       | (2.58 | ) |   | $      | 0.43 | 
|                                                                                                                                            |                       |   |                           |       |                          |   |               |      |               |   |         |       |   |   |        |     

NOTE 8. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is as follows:

|                                                                                  |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |       | 
|--------------------------------------------------------------------------------- |  | ------------------------- | ------- | ------------------------ |  | ------------- | ------ | ------------- |  | - | ------- | - |  | - | ----- | 
|                                                                                  |  | Three-month period ended: |         | Nine-month period ended:
|                                                                                  |  | September 28,             |         | September 29,            |  | September 28, |        | September 29,
|                                                                                  |  | 2003                      |         | 2002                     |  | 2003          |        | 2002         
|(In thousands)                                                                    |  |                           |         |                          |  |               |        |              
|Net income (loss)                                                                 |  | $                         | (31,722 | )                        |  | $             | 1,827  |               |  | $ | (30,985 | ) |  | $ | 7,001 | 
|Translation adjustment for
financial statements
denominated in a foreign
currency |  |                           | (222    | )                        |  |               | (2,601 | )             |  |   | 12,269  |   |  |   | 1,059 | 
|Unrealized gain (loss) on
cash flow hedges, net of
tax                            |  |                           | (100    | )                        |  |               | (2,299 | )             |  |   | 303     |   |  |   | 554   | 
|Minimum pension liability
adjustment, net of tax                                  |  |                           | (88     | )                        |  |               |       |               |  |   | (330    | ) |  |   |      | 
|                                                                                  |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |       | 
|Comprehensive income (loss)                                                       |  | $                         | (32,132 | )                        |  | $             | (3,073 | )             |  | $ | (18,743 | ) |  | $ | 8,614 | 
|                                                                                  |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |       | 

NOTE 9. RESTRUCTURING CHARGES

During the third quarter of 2003, we recognized a restructuring charge of $6.4
million ($4.3 million net of tax). As of September 28, 2003, we had formalized
a plan whereby to terminate approximately 200 employees, primarily salaried and
indirect hourly employees and, to a lesser extent, direct hourly employees,
from all of our plants in North America. In conjunction with this plan, we
accrued and charged to expense $1.1 million for severance benefits for
approximately 92 of these employees. This reduction in workforce approximated
six percent of our overall workforce and was deemed necessary in order to
reduce costs in a weak economic environment. As of September 28, 2003, we had
not made any payments against the $1.1 million liability for severance benefits
and most of the terminations have taken place within the two-week period
subsequent to September 28, 2003.

The restructuring charge also included $5.3 million of other costs, including a
$2.6 million write-off of impaired assets, primarily related to our assets held
for sale in Roxboro, North Carolina

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and a $2.5 million write-off of impaired
assets at our Booneville, Mississippi facility. The impairment charge for the
assets held for sale in Roxboro, North Carolina was a result of writing down
the land and building to our revised, lower estimate of fair value. Demand for
industrial facilities in this geographic area is extremely weak due to the very
slow industrial economy. The impairment charge for the assets at Booneville,
Mississippi was necessary because the estimated undiscounted cash flows
associated with the remaining use and ultimate disposition of the facility were
less than the carrying value of the assets, as of the end of the third quarter
of 2003. The impairment charge for the Booneville assets was made in
conjunction with the goodwill impairment charge of The Tube Group and in
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, wherein we compared the undiscounted cash flows of the
assets of The Tube Group to their carrying values.

We announced in the third quarter of 2003 that we will close our Booneville,
Mississippi facility. The facility produces both smooth and enhanced
industrial tube, primarily used by residential and commercial air conditioner
manufacturers and employs approximately 140 persons. We have begun to
transition production from the Booneville plant to our other facilities and it
is expected that the transition will be substantially completed by the end of
2003 and matters related to operations and equipment relocations will be
finalized during the first half of 2004. In future quarters, we anticipate
recording additional restructuring charges for the closure of the facility in
the range of $2.5 to $5.0 million.

NOTE 10. 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 products consist of products sold to a
variety of customers and includes our European distribution business. We
evaluate the performance of our operating segments based on sales and gross
profit; however, we do not allocate asset amounts and items of income and
expense below gross profit or depreciation and amortization.

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

|                                            |              |  |   |         |            |  |           |        |         |  |              |       |          |  |   |         |  |  | 
|------------------------------------------- | ------------ |  | - | ------- | ---------- |  | --------- | ------ | ------- |  | ------------ | ----- | -------- |  | - | ------- |  |  | 
|                                            |              |  |   |         |            |  |           |        |         |  |              |       | Rod, Bar |  |   |         | 
|                                            |              |  |   |         | Commercial |  | Wholesale |        | & Other |  | Consolidated
|(In thousands)                              |              |  |   |         |            |  |           |       
|Three-month period ended
September 28, 2003 |              |  |   |         |            |  |           |        |         |  |              |       |          |  |   |        
|                                            | Net sales    |  | $ | 106,098 |            |  | $         | 28,512 |         |  | $            | 9,489 |          |  | $ | 144,099 | 
|                                            | Gross profit |  |   | 5,874   |            |  |           | 38     |         |  |              | 330   |          |  |   | 6,242   | 
|Three-month period ended
September 29, 2002 |              |  |   |         |            |  |           |        |         |  |              |       |          |  |   |        
|                                            | Net sales    |  | $ | 100,996 |            |  | $         | 24,650 |         |  | $            | 9,171 |          |  | $ | 134,817 | 
|                                            | Gross profit |  |   | 11,709  |            |  |           | 1,899  |         |  |              | 862   |          |  |   | 14,470  | 

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|                                           |              |  |   |         |            |  |           |        |         |  |              |        |          |  |   |         |  |  | 
|------------------------------------------ | ------------ |  | - | ------- | ---------- |  | --------- | ------ | ------- |  | ------------ | ------ | -------- |  | - | ------- |  |  | 
|                                           |              |  |   |         |            |  |           |        |         |  |              |        | Rod, Bar |  |   |         | 
|                                           |              |  |   |         | Commercial |  | Wholesale |        | & Other |  | Consolidated
|(In thousands)                             |              |  |   |         |            |  |           |       
|Nine-month period ended
September 28, 2003 |              |  |   |         |            |  |           |        |         |  |              |        |          |  |   |        
|                                           | Net sales    |  | $ | 332,099 |            |  | $         | 80,917 |         |  | $            | 27,558 |          |  | $ | 440,574 | 
|                                           | Gross profit |  |   | 31,749  |            |  |           | 500    |         |  |              | 1,220  |          |  |   | 33,469  | 
|Nine-month period ended
September 29, 2002 |              |  |   |         |            |  |           |        |         |  |              |        |          |  |   |        
|                                           | Net sales    |  | $ | 326,217 |            |  | $         | 71,537 |         |  | $            | 27,153 |          |  | $ | 424,907 | 
|                                           | Gross profit |  |   | 41,200  |            |  |           | 4,844  |         |  |              | 1,961  |          |  |   | 48,005  | 

NOTE 11. EARNINGS (LOSS) PER SHARE

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

|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|------------------------------------------------------------ |  | ------------------------- | ------- | ------------------------ |  | ------------- | ------ | ------------- |  | - | ------- | - |  | - | ------ | -
|                                                             |  | Three-month period ended: |         | Nine-month period ended:
|                                                             |  | September 28,             |         | September 29,            |  | September 28, |        | September 29,
|                                                             |  | 2003                      |         | 2002                     |  | 2003          |        | 2002         
|                                                             |  |                           |         |                          |  |               |        |              
|(In thousands, except per share data)                        |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Net income (loss)                                            |  | $                         | (31,722 | )                        |  | $             | 1,827  |               |  | $ | (30,985 | ) |  | $ | 7,001  |  
|Dividends on preferred stock                                 |  |                           |        |                          |  |               |       |               |  |   |        |   |  |   | (58    | )
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Net income (loss) applicable to
common shares                |  | $                         | (31,722 | )                        |  | $             | 1,827  |               |  | $ | (30,985 | ) |  | $ | 6,943  |  
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Basic weighted average common shares                         |  |                           | 12,279  |                          |  |               | 12,258 |               |  |   | 12,273  |   |  |   | 12,219 |  
|Stock options and restricted shares                          |  |                           |        |                          |  |               | 147    |               |  |   |        |   |  |   | 132    |  
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Diluted weighted average common and
common equivalent shares |  |                           | 12,279  |                          |  |               | 12,405 |               |  |   | 12,273  |   |  |   | 12,351 |  
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Net income (loss) per common share 
basic                   |  | $                         | (2.58   | )                        |  | $             | 0.15   |               |  | $ | (2.52   | ) |  | $ | 0.57   |  
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  
|Net income (loss) per common share 
diluted                 |  | $                         | (2.58   | )                        |  | $             | 0.15   |               |  | $ | (2.52   | ) |  | $ | 0.56   |  
|                                                             |  |                           |         |                          |  |               |        |               |  |   |         |   |  |   |        |  

NOTE 12. 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
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, 2002, the majority of which is recorded in
continuing operations in that certain accounts receivable and inventories were
transferred to continuing operations.

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

|                               |  |                           |     |                          |  |               |      |               |  |   |     |   |  |   |        |  
|------------------------------ |  | ------------------------- | --- | ------------------------ |  | ------------- | ---- | ------------- |  | - | --- | - |  | - | ------ | -
|                               |  | Three-month period ended: |     | Nine-month period ended:
|                               |  | September 28,             |     | September 29,            |  | September 28, |      | September 29,
|                               |  | 2003                      |     | 2002                     |  | 2003          |      | 2002         
|                               |  |                           |     |                          |  |               |      |              
|(In thousands)                 |  |                           |     |                          |  |               |      |               |  |   |     |   |  |   |        |  
|Net sales (returns)            |  | $                         |    |                          |  | $             | 52   |               |  | $ | (17 | ) |  | $ | 12,103 |  
|Loss before income tax benefit |  |                           | (17 | )                        |  |               | (204 | )             |  |   | (52 | ) |  |   | (3,157 | )
|Income tax benefit             |  |                           |    |                          |  |               |     |               |  |   |    |   |  |   | 851    |  
|                               |  |                           |     |                          |  |               |      |               |  |   |     |   |  |   |        |  
|Net loss                       |  |                           | (17 | )                        |  |               | (204 | )             |  |   | (52 | ) |  |   | (2,306 | )
|                               |  |                           |     |                          |  |               |      |               |  |   |     |   |  |   |        |  

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 $3.3 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:

|                                           |  |                    |        |                   |  |   |        |  
|------------------------------------------ |  | ------------------ | ------ | ----------------- |  | - | ------ | -
|                                           |  | September 28, 2003 |        | December 31, 2002
|                                           |  |                    |        |                  
|(In thousands)                             |  |                    |        |                   |  |   |        |  
|Cash and equivalents                       |  | $                  | 16     |                   |  | $ | 44     |  
|Other current assets                       |  |                    |       |                   |  |   | 880    |  
|Assets held for sale                       |  |                    | 3,293  |                   |  |   | 3,363  |  
|Other assets                               |  |                    | 31     |                   |  |   | 122    |  
|Current liabilities                        |  |                    | (3,902 | )                 |  |   | (4,321 | )
|Other liabilities                          |  |                    | (1,046 | )                 |  |   | (897   | )
|                                           |  |                    |        |                   |  |   |        |  
|Net liabilities of discontinued operations |  | $                  | (1,608 | )                 |  | $ | (809   | )
|                                           |  |                    |        |                   |  |   |        |  

NOTE 13. 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; Small Tube
Manufacturing, LLC; Wolverine Joining Technologies, LLC; WT Holding Company,
Inc. and Tube Forming Holdings, Inc.; and (c) on a combined basis, the
Non-Guarantor Subsidiaries, which include Wolverine Tube (Canada) 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

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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.

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended September 28, 2003

(Unaudited)

|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |        | 
|------------------------------------------------------------ | --------------------------- | ------ | ------- | ---------- |  | ------------ | ---------- | ------------ | --------- | ------------ | ------ | ---- | - | - | ------- | - |  | - | ------- | ------ | 
|                                                             |                             |        |         |            |  |              |            |              |           |              | Non-   |      |   |   |         |   |  |   |        
|                                                             |                             |        |         |            |  |              | Subsidiary |              | Guarantor |              |        |      |   |   |         |   | 
|(In thousands)                                               |                             | Parent |         | Guarantors |  | Subsidiaries |            | Eliminations |           | Consolidated
|                                                             |                             |        |         |            |  |              |            |              |           |              |       
|Net sales                                                    |                             | $      | 76,236  |            |  | $            | 29,476     |              |           | $            | 49,059 |      |   | $ | (10,672 | ) |  | $ | 144,099 |       
|Cost of goods sold                                           |                             |        | 76,658  |            |  |              | 26,383     |              |           |              | 45,488 |      |   |   | (10,672 | ) |  |   | 137,857 |       
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Gross profit (loss)                                          |                             |        | (422    | )          |  |              | 3,093      |              |           |              | 3,571  |      |   |   |        |   |  |   | 6,242   |       
|Selling, general and administrative expenses                 |                             |        | 6,136   |            |  |              | 886        |              |           |              | 1,083  |      |   |   |        |   |  |   | 8,105   |       
|Restructuring charges                                        |                             |        | 5,858   |            |  |              | 194        |              |           |              | 386    |      |   |   |        |   |  |   | 6,438   |       
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Operating income (loss)                                      |                             |        | (12,416 | )          |  |              | 2,013      |              |           |              | 2,102  |      |   |   |        |   |  |   | (8,301  | )     
|Other (income) expenses:                                     |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|                                                             | Interest expense, net       |        |         | 5,442      |  |              |            | (4           | )         |              |        | (169 | ) |   |         |  |  |   |         | 5,269  | 
|                                                             | Amortization and other, net |        |         | 2,786      |  |              |            | (2,265       | )         |              |        | (277 | ) |   |         |  |  |   |         | 244    | 
|                                                             | Goodwill impairment         |        |         | 23,153     |  |              |            |             |           |              |        |     |   |   |         |  |  |   |         | 23,153 | 
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations
before income taxes |                             |        | (43,797 | )          |  |              | 4,282      |              |           |              | 2,548  |      |   |   |        |   |  |   | (36,967 | )     
|Income tax provision (benefit)                               |                             |        | (6,448  | )          |  |              | 1,520      |              |           |              | (317   | )    |   |   |        |   |  |   | (5,245  | )     
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations                     |                             |        | (37,349 | )          |  |              | 2,762      |              |           |              | 2,865  |      |   |   |        |   |  |   | (31,722 | )     
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Equity in earnings of subsidiaries                           |                             |        | 5,627   |            |  |              |           |              |           |              |       |      |   |   | (5,627  | ) |  |   |        |       
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Net income (loss)                                            |                             | $      | (31,722 | )          |  | $            | 2,762      |              |           | $            | 2,865  |      |   | $ | (5,627  | ) |  | $ | (31,722 | )     
|                                                             |                             |        |         |            |  |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       

11



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##### Table of Contents



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

(Unaudited)

|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |        |  
|------------------------------------------------------------ | ------------------------------ | ------ | ------ | ---------- | - | ------------ | ---------- | ------------ | --------- | ------------ | ------ | ---- | - | - | ------- | - |  | - | ------- | ------ | -
|                                                             |                                |        |        |            |   |              |            |              |           |              | Non-   |      |   |   |         |   |  |   |        
|                                                             |                                |        |        |            |   |              | Subsidiary |              | Guarantor |              |        |      |   |   |         |   | 
|(In thousands)                                               |                                | Parent |        | Guarantors |   | Subsidiaries |            | Eliminations |           | Consolidated
|                                                             |                                |        |        |            |   |              |            |              |           |              |       
|Net sales                                                    |                                | $      | 70,595 |            |   | $            | 29,584     |              |           | $            | 44,799 |      |   | $ | (10,161 | ) |  | $ | 134,817 |       
|Cost of goods sold                                           |                                |        | 64,702 |            |   |              | 25,690     |              |           |              | 40,116 |      |   |   | (10,161 | ) |  |   | 120,347 |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Gross profit                                                 |                                |        | 5,893  |            |   |              | 3,894      |              |           |              | 4,683  |      |   |   |        |   |  |   | 14,470  |       
|Selling, general and administrative expenses                 |                                |        | 5,468  |            |   |              | 710        |              |           |              | 883    |      |   |   |        |   |  |   | 7,061   |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Operating income                                             |                                |        | 425    |            |   |              | 3,184      |              |           |              | 3,800  |      |   |   |        |   |  |   | 7,409   |       
|Other (income) expenses:                                     |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|                                                             | Interest expense, net          |        |        | 5,743      |   |              |            | (8           | )         |              |        | (115 | ) |   |         |  |  |   |         | 5,620  |  
|                                                             | Gain on extinguishment of debt |        |        | (1,074     | ) |              |            |             |           |              |        |     |   |   |         |  |  |   |         | (1,074 | )
|                                                             | Amortization and other, net    |        |        | 754        |   |              |            | (741         | )         |              |        | 442  |   |   |         |  |  |   |         | 455    |  
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations
before income taxes |                                |        | (4,998 | )          |   |              | 3,933      |              |           |              | 3,473  |      |   |   |        |   |  |   | 2,408   |       
|Income tax provision (benefit)                               |                                |        | (1,756 | )          |   |              | 1,518      |              |           |              | 819    |      |   |   |        |   |  |   | 581     |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations                     |                                |        | (3,242 | )          |   |              | 2,415      |              |           |              | 2,654  |      |   |   |        |   |  |   | 1,827   |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Equity in earnings of subsidiaries                           |                                |        | 5,069  |            |   |              |           |              |           |              |       |      |   |   | (5,069  | ) |  |   |        |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       
|Net income                                                   |                                | $      | 1,827  |            |   | $            | 2,415      |              |           | $            | 2,654  |      |   | $ | (5,069  | ) |  | $ | 1,827   |       
|                                                             |                                |        |        |            |   |              |            |              |           |              |        |      |   |   |         |   |  |   |         |       

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Nine Months Ended September 28, 2003

(Unaudited)

|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |   |        | 
|------------------------------------------------------------ |  | --------------------------- | ------- | ---------- | ------ | ------------ | ------ | ------------ | ------ | ------------ | ------- | ---- | ----- | - | ------- | - | - | - | ------- | - | ------ | 
|                                                             |  |                             |         |            |        |              |        |              |        |              |         | Non- |       |   |         |   |   |   |         |  
|                                                             |  |                             |         |            |        |              |        | Subsidiary   |        | Guarantor    |         |      |       |   |         |   |   |  
|(In thousands)                                               |  | Parent                      |         | Guarantors |        | Subsidiaries |        | Eliminations |        | Consolidated
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |     
|Net sales                                                    |  | $                           | 234,593 |            |        | $            | 94,779 |              |        | $            | 144,990 |      |       | $ | (33,788 | ) |   | $ | 440,574 |  
|Cost of goods sold                                           |  |                             | 225,164 |            |        |              | 82,720 |              |        |              | 133,009 |      |       |   | (33,788 | ) |   |   | 407,105 |  
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|Gross profit                                                 |  |                             | 9,429   |            |        |              | 12,059 |              |        |              | 11,981  |      |       |   |        |   |   |   | 33,469  |  
|Selling, general and administrative expenses                 |  |                             | 18,160  |            |        |              | 2,508  |              |        |              | 3,144   |      |       |   |        |   |   |   | 23,812  |  
|Restructuring charges                                        |  |                             | 5,858   |            |        |              | 194    |              |        |              | 386     |      |       |   |        |   |   |   | 6,438   |  
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|Operating income (loss) from continuing operations           |  |                             | (14,589 | )          |        |              | 9,357  |              |        |              | 8,451   |      |       |   |        |   |   |   | 3,219   |  
|Other (income) expenses:                                     |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|                                                             |  | Interest expense, net       |         |            | 16,180 |              |        |              | (11    | )            |         |      | (430  | ) |         |   |  |   |         |   | 15,739 | 
|                                                             |  | Amortization and other, net |         |            | 6,427  |              |        |              | (7,696 | )            |         |      | 2,547 |   |         |   |  |   |         |   | 1,278  | 
|                                                             |  | Goodwill impairment         |         |            | 23,153 |              |        |              |       |              |         |      |      |   |         |   |  |   |         |   | 23,153 | 
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|Income (loss) from continuing operations before
income taxes |  |                             | (60,349 | )          |        |              | 17,064 |              |        |              | 6,334   |      |       |   |        |   |   |   | (36,951 | )
|Income tax provision (benefit)                               |  |                             | (11,982 | )          |        |              | 6,089  |              |        |              | (73     | )    |       |   |        |   |   |   | (5,966  | )
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|Income (loss) from continuing operations                     |  |                             | (48,367 | )          |        |              | 10,975 |              |        |              | 6,407   |      |       |   |        |   |   |   | (30,985 | )
|Equity in earnings of subsidiaries                           |  |                             | 17,382  |            |        |              |       |              |        |              |        |      |       |   | (17,382 | ) |   |   |        |  
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  
|Net income (loss)                                            |  | $                           | (30,985 | )          |        | $            | 10,975 |              |        | $            | 6,407   |      |       | $ | (17,382 | ) |   | $ | (30,985 | )
|                                                             |  |                             |         |            |        |              |        |              |        |              |         |      |       |   |         |   |   |   |         |  

12



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##### Table of Contents



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

(Unaudited)

|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |        |  
|------------------------------------------------------------ | ------------------------------ | ------ | ------- | ---------- | - | ------------ | ---------- | ------------ | --------- | ------------ | ------- | ----- | - | - | ------- | - |  | - | ------- | ------ | -
|                                                             |                                |        |         |            |   |              |            |              |           |              | Non-    |       |   |   |         |   |  |   |        
|                                                             |                                |        |         |            |   |              | Subsidiary |              | Guarantor |              |         |       |   |   |         |   | 
|(In thousands)                                               |                                | Parent |         | Guarantors |   | Subsidiaries |            | Eliminations |           | Consolidated
|                                                             |                                |        |         |            |   |              |            |              |           |              |        
|Net sales                                                    |                                | $      | 222,822 |            |   | $            | 96,084     |              |           | $            | 136,027 |       |   | $ | (30,026 | ) |  | $ | 424,907 |       
|Cost of goods sold                                           |                                |        | 203,643 |            |   |              | 83,079     |              |           |              | 120,206 |       |   |   | (30,026 | ) |  |   | 376,902 |       
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|Gross profit                                                 |                                |        | 19,179  |            |   |              | 13,005     |              |           |              | 15,821  |       |   |   |        |   |  |   | 48,005  |       
|Selling, general and administrative expenses                 |                                |        | 18,502  |            |   |              | 2,234      |              |           |              | 2,479   |       |   |   |        |   |  |   | 23,215  |       
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|Operating income from continuing operations                  |                                |        | 677     |            |   |              | 10,771     |              |           |              | 13,342  |       |   |   |        |   |  |   | 24,790  |       
|Other (income) expenses:                                     |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|                                                             | Interest expense, net          |        |         | 15,568     |   |              |            | (19          | )         |              |         | (628  | ) |   |         |  |  |   |         | 14,921 |  
|                                                             | Gain on extinguishment of debt |        |         | (1,074     | ) |              |            |             |           |              |         |      |   |   |         |  |  |   |         | (1,074 | )
|                                                             | Amortization and other, net    |        |         | 2,136      |   |              |            | (2,896       | )         |              |         | 1,817 |   |   |         |  |  |   |         | 1,057  |  
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations
before income taxes |                                |        | (15,953 | )          |   |              | 13,686     |              |           |              | 12,153  |       |   |   |        |   |  |   | 9,886   |       
|Income tax provision (benefit)                               |                                |        | (5,751  | )          |   |              | 5,339      |              |           |              | 3,297   |       |   |   |        |   |  |   | 2,885   |       
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|Income (loss) from continuing operations                     |                                |        | (10,202 | )          |   |              | 8,347      |              |           |              | 8,856   |       |   |   |        |   |  |   | 7,001   |       
|Income (loss) from discontinued operations,
net of tax       |                                |        |        |            |   |              | (729       | )            |           |              | 729     |       |   |   |        |   |  |   |        |       
|Equity in earnings of subsidiaries                           |                                |        | 17,203  |            |   |              |           |              |           |              |        |       |   |   | (17,203 | ) |  |   |        |       
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       
|Net income                                                   |                                | $      | 7,001   |            |   | $            | 7,618      |              |           | $            | 9,585   |       |   | $ | (17,203 | ) |  | $ | 7,001   |       
|                                                             |                                |        |         |            |   |              |            |              |           |              |         |       |   |   |         |   |  |   |         |       

13



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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 28, 2003

(Unaudited)

|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|------------------------------------------ | -------------------------- | ------ | ------- | ---------- |  | ------------ | ---------- | ------------ | --------- | ------------ | ------- | ------ | - | - | -------- | - |  | - | ------- | ------ | 
|                                           |                            |        |         |            |  |              |            |              |           |              | Non-    |        |   |   |          |   |  |   |        
|                                           |                            |        |         |            |  |              | Subsidiary |              | Guarantor |              |         |        |   |   |          |   | 
|(In thousands)                             |                            | Parent |         | Guarantors |  | Subsidiaries |            | Eliminations |           | Consolidated
|                                           |                            |        |         |            |  |              |            |              |           |              |        
|Assets                                     |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |       
|Current assets                             |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |       
|                                           | Cash and equivalents       |        | $       | 17,537     |  |              | $          |             |           |              | $       | 32,522 |   |   | $        |  |  |   | $       | 50,059 | 
|                                           | Accounts receivable, net   |        |         | 7,293      |  |              |            | 54,904       |           |              |         | 25,272 |   |   |          |  |  |   |         | 87,469 | 
|                                           | Inventories                |        |         | 44,658     |  |              |            | 28,367       |           |              |         | 23,371 |   |   |          |  |  |   |         | 96,396 | 
|                                           | Refundable income taxes    |        |         |           |  |              |            |             |           |              |         |       |   |   |          |  |  |   |         |       | 
|                                           | Prepaid expenses and other |        |         | 7,697      |  |              |            | 2,371        |           |              |         | 139    |   |   |          |  |  |   |         | 10,207 | 
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Total current assets                       |                            |        | 77,185  |            |  |              | 85,642     |              |           |              | 81,304  |        |   |   |         |   |  |   | 244,131 |       
|Property, plant and equipment, net         |                            |        | 132,200 |            |  |              | 31,632     |              |           |              | 38,974  |        |   |   |         |   |  |   | 202,806 |       
|Deferred charges, net                      |                            |        | 11,545  |            |  |              | 274        |              |           |              | 1,475   |        |   |   |         |   |  |   | 13,294  |       
|Goodwill, net                              |                            |        |        |            |  |              | 75,521     |              |           |              | 1,516   |        |   |   |         |   |  |   | 77,037  |       
|Assets held for sale                       |                            |        | 3,118   |            |  |              |           |              |           |              | 3,293   |        |   |   |         |   |  |   | 6,411   |       
|Prepaid pensions and other                 |                            |        | 4,285   |            |  |              |           |              |           |              | 7       |        |   |   |         |   |  |   | 4,292   |       
|Investments in subsidiaries                |                            |        | 397,999 |            |  |              | 302        |              |           |              |        |        |   |   | (398,301 | ) |  |   |        |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Total assets                               |                            | $      | 626,332 |            |  | $            | 193,371    |              |           | $            | 126,569 |        |   | $ | (398,301 | ) |  | $ | 547,971 |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Liabilities and Stockholders Equity       |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |       
|Current liabilities                        |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |       
|                                           | Accounts payable           |        | $       | 16,857     |  |              | $          | 12,647       |           |              | $       | 12,471 |   |   | $        |  |  |   | $       | 41,975 | 
|                                           | Accrued liabilities        |        |         | 11,423     |  |              |            | 6,830        |           |              |         | 5,548  |   |   |          |  |  |   |         | 23,801 | 
|                                           | Short-term borrowings      |        |         |           |  |              |            |             |           |              |         | 1,574  |   |   |          |  |  |   |         | 1,574  | 
|                                           | Intercompany balances      |        |         | 127,875    |  |              |            | (120,200     | )         |              |         | (7,675 | ) |   |          |  |  |   |         |       | 
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Total current liabilities                  |                            |        | 156,155 |            |  |              | (100,723   | )            |           |              | 11,918  |        |   |   |         |   |  |   | 67,350  |       
|Deferred income taxes                      |                            |        | 8,402   |            |  |              | 7,385      |              |           |              | (9,100  | )      |   |   |         |   |  |   | 6,687   |       
|Long-term debt                             |                            |        | 253,222 |            |  |              |           |              |           |              | 2,229   |        |   |   |         |   |  |   | 255,451 |       
|Pension liabilities                        |                            |        | 15,045  |            |  |              |           |              |           |              | 3,731   |        |   |   |         |   |  |   | 18,776  |       
|Postretirement benefit obligation          |                            |        | 10,230  |            |  |              |           |              |           |              | 6,190   |        |   |   |         |   |  |   | 16,420  |       
|Accrued environmental remediation          |                            |        | 1,204   |            |  |              |           |              |           |              | 9       |        |   |   |         |   |  |   | 1,213   |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |       
|Total liabilities                          |                            |        | 444,258 |            |  |              | (93,338    | )            |           |              | 14,977  |        |   |   |         |   |  |   | 365,897 |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Stockholders equity                       |                            |        | 182,074 |            |  |              | 286,709    |              |           |              | 111,592 |        |   |   | (398,301 | ) |  |   | 182,074 |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 
|Total liabilities and stockholders equity |                            | $      | 626,332 |            |  | $            | 193,371    |              |           | $            | 126,569 |        |   | $ | (398,301 | ) |  | $ | 547,971 |       
|                                           |                            |        |         |            |  |              |            |              |           |              |         |        |   |   |          |   |  |   |         |        | 

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

|                                           |  |                            |         |            |         |              |          |              |          |              |         |      |        |   |          |   |    |   |         |   |        | 
|------------------------------------------ |  | -------------------------- | ------- | ---------- | ------- | ------------ | -------- | ------------ | -------- | ------------ | ------- | ---- | ------ | - | -------- | - | -- | - | ------- | - | ------ | 
|                                           |  |                            |         |            |         |              |          |              |          |              |         | Non- |        |   |          |   |    |   |         |  
|                                           |  |                            |         |            |         |              |          | Subsidiary   |          | Guarantor    |         |      |        |   |          |   |    |  
|(In thousands)                             |  | Parent                     |         | Guarantors |         | Subsidiaries |          | Eliminations |          | Consolidated
|                                           |  |                            |         |            |         |              |          |              |          |              |         |     
|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 Nine Months ended September 28, 2003

(Unaudited)

|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------ |  | ------------ | ------ | - |  | - | ------- | - |  | - | ------- | -
|                                                         |  |        |         |            |  |              |        |              |  | Non-         |        |   |  |   |         |   |  |  
|                                                         |  |        |         |            |  | Subsidiary   |        | Guarantor    |  |              |        |   |  |   |         |  
|(In thousands)                                           |  | Parent |         | Guarantors |  | Subsidiaries |        | Eliminations |  | Consolidated
|                                                         |  |        |         |            |  |              |        |              |  |             
|Operating Activities                                     |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net income (loss)                                        |  | $      | (30,985 | )          |  | $            | 10,975 |              |  | $            | 6,407  |   |  | $ | (17,382 | ) |  | $ | (30,985 | )
|Depreciation and amortization                            |  |        | 9,338   |            |  |              | 2,614  |              |  |              | 2,165  |   |  |   |        |   |  |   | 14,117  |  
|Other non-cash items                                     |  |        | (3,715  | )          |  |              | 35     |              |  |              | (37    | ) |  |   |        |   |  |   | (3,717  | )
|Non-cash portion of restructuring charge                 |  |        | 5,077   |            |  |              |       |              |  |              |       |   |  |   |        |   |  |   | 5,077   |  
|Goodwill impairment                                      |  |        | 23,153  |            |  |              |       |              |  |              |       |   |  |   |        |   |  |   | 23,153  |  
|Equity in earnings of subsidiaries                       |  |        | (17,382 | )          |  |              |       |              |  |              |       |   |  |   | 17,382  |   |  |   |        |  
|Changes in operating assets and liabilities              |  |        | 7,307   |            |  |              | (9,592 | )            |  |              | (7,570 | ) |  |   |        |   |  |   | (9,855  | )
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash (used for) provided by operating activities     |  |        | (7,207  | )          |  |              | 4,032  |              |  |              | 965    |   |  |   |        |   |  |   | (2,210  | )
|Investing Activities                                     |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Additions to property, plant and equipment               |  |        | (3,346  | )          |  |              | (520   | )            |  |              | (464   | ) |  |   |        |   |  |   | (4,330  | )
|Other                                                    |  |        | 6       |            |  |              |       |              |  |              | 6      |   |  |   |        |   |  |   | 12      |  
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash used for investing activities                   |  |        | (3,340  | )          |  |              | (520   | )            |  |              | (458   | ) |  |   |        |   |  |   | (4,318  | )
|Financing Activities                                     |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Financing fees and expenses paid                         |  |        | (29     | )          |  |              |       |              |  |              |       |   |  |   |        |   |  |   | (29     | )
|Net borrowings (payments) on revolving credit
facilities |  |        | (925    | )          |  |              | 925    |              |  |              | 292    |   |  |   |        |   |  |   | 292     |  
|Intercompany borrowings (payments)                       |  |        | 6,695   |            |  |              | (4,437 | )            |  |              | (2,258 | ) |  |   |        |   |  |   |        |  
|Issuance of common stock                                 |  |        | (36     | )          |  |              |       |              |  |              |       |   |  |   |        |   |  |   | (36     | )
|Other financing activities                               |  |        |        |            |  |              |       |              |  |              | (4     | ) |  |   |        |   |  |   | (4      | )
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash provided by (used for) financing activities     |  |        | 5,705   |            |  |              | (3,512 | )            |  |              | (1,970 | ) |  |   |        |   |  |   | 223     |  
|Effect of exchange rate on cash and equivalents          |  |        | (83     | )          |  |              |       |              |  |              | 1,975  |   |  |   |        |   |  |   | 1,892   |  
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash (used for) provided by continuing
operations    |  |        | (4,925  | )          |  |              |       |              |  |              | 512    |   |  |   |        |   |  |   | (4,413  | )
|Net cash provided by discontinued operations             |  |        |        |            |  |              |       |              |  |              | 552    |   |  |   |        |   |  |   | 552     |  
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Net (decrease) increase in cash and equivalents          |  |        | (4,925  | )          |  |              |       |              |  |              | 1,064  |   |  |   |        |   |  |   | (3,861  | )
|Cash and equivalents at beginning of period              |  |        | 22,462  |            |  |              |       |              |  |              | 31,458 |   |  |   |        |   |  |   | 53,920  |  
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  
|Cash and equivalents at end of period                    |  | $      | 17,537  |            |  | $            |       |              |  | $            | 32,522 |   |  | $ |        |   |  | $ | 50,059  |  
|                                                         |  |        |         |            |  |              |        |              |  |              |        |   |  |   |         |   |  |   |         |  

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

(Unaudited)

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

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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.

OVERVIEW

We incurred a significant loss in the third quarter of 2003 of $31.7 million or
$2.58 per share compared with net income of $1.8 million or $0.15 per share in
the third quarter of 2002. The loss in the third quarter of 2003 included a
goodwill impairment charge of $23.2 million or $1.88 per share and a
restructuring charge of $6.4 million ($4.3 million after tax) or $0.35 per
share after tax. We wrote off $23.2 million of goodwill related to our Tube
Group reporting unit primarily because the historical operating performance and
projected growth assumptions for the Tube Group fell short of those previously
assumed and resulted in the carrying value of goodwill for the Tube Group
substantially exceeding its fair value. We recorded a $6.4 million
restructuring charge in the third quarter of 2003 for severance cost as a
result of a reduction in our North American workforce of approximately 200
employees, a write down of assets held for sale in North Carolina and a write
down of assets at our Booneville, Mississippi facility. We also announced in
the third quarter of 2003 that we would be closing our Booneville, Mississippi
facility beginning in the fourth quarter of 2003, and that in conjunction with
that closure we anticipate pre-tax restructuring charges in future quarters of
between $2.5 million and $5.0 million.

The loss in the third quarter of 2003, exclusive of the goodwill impairment and
restructuring charges, was the result of many issues which have challenged our
Company throughout the first nine-months of 2003, including an unfavorable mix
of demand for our products, cost escalations particularly for energy,
healthcare and pension expenses, selling price pressures and a weak U.S. dollar
against a strong Canadian dollar in light of the fact that approximately fifty
percent of the goods manufactured in our Canadian operations are sold into the
U.S. and are denominated in U.S. dollars. Additionally, in the third quarter
of 2003, we incurred manufacturing inefficiencies and professional expenses
related to a union organizing effort at our Decatur, Alabama plant in July 2003
as well as manufacturing inefficiencies and a loss of production time at our
London, Ontario facility in conjunction with the northeastern power outages in
August 2003. In July 2003, the Decatur workforce voted against unionization.
Profitability for our wholesale products was
also negatively impacted in the third quarter of 2003 by increasing COMEX
copper prices and a short supply of recycled materials used in the production
of these products, the only significant product group for which we are not able
to pass metal price changes directly to the customer.

Looking ahead, we believe the fourth quarter of 2003 will show some improvement
over the third quarter of 2003. While the fourth quarter of the year is
generally our weakest quarter, given our normal seasonality, we are beginning
to sense some improvement in the industrial sector of the North American
economy. We anticipate cost escalations for energy, healthcare, pension and
other costs to continue, but we also expect to begin realizing approximately
$8.0 million of annualized cost savings from the reduction of our workforce.
We anticipate increased productivity at our Decatur and London manufacturing
facilities in the fourth quarter of 2003 and

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an increase in selling prices for
wholesale and rod and bar products. However, increases in COMEX copper prices
and a continued strengthening of the Canadian dollar against the U.S. dollar
may affect our ability to improve margins for these products. We also expect
to generate cash flow from continuing operations in the fourth quarter of 2003,
primarily from a reduction of working capital, although increasing copper
prices could negatively impact our ability to achieve such reductions.

RESULTS OF OPERATIONS

Three-Month Period Ended September 28, 2003 Compared to
Three-Month Period Ended September 29, 2002

Consolidated net sales increased by $9.3 million, or 6.9%, to $144.1 million
for the third quarter ended September 28, 2003 from $134.8 million for the
quarter ended September 29, 2002. Pounds shipped increased by 3.3 million
pounds, or 4.3%, to 80.5 million in the third quarter of 2003 from 77.2 million
in the third quarter of 2002. The average COMEX copper price for the third
quarter of 2003 was $0.80 per pound, as compared to $0.69 per pound in the
third quarter of 2002, an increase of approximately 16%.

Pounds of commercial products shipped increased by 2.9 million pounds, or 5.7%,
to 53.5 million in the third quarter of 2003 from 50.6 million in the third
quarter of 2002. This increase in shipments is primarily related to industrial
tube products and resulted from an increase in our market share for this
product and enhancements in the quality of industrial tube being produced,
particularly from our Jackson, Tennessee facility. Sales of commercial
products increased $5.1 million, or 5.1%, to $106.1 million in the third
quarter of 2003 from $101.0 million in 2002. This increase in sales was
attributable primarily to higher volumes and an increase in COMEX copper
prices, tempered by a decrease in revenue per pound. Revenue per pound for
commercial products was $1.98 per pound in the third quarter of 2003, compared
to $2.00 per pound in 2002, reflecting primarily a change in mix of products to
less enhanced tube, especially related to industrial tube products. Gross
profit for commercial products decreased by $5.8 million, or 49.8%, to $5.9
million in the third quarter of 2003 from $11.7 million in 2002, attributable
to the decline in fabrication revenue per pound as well as specific escalations
of cost that are discussed in more detail below.

Pounds of wholesale products shipped increased by 1.5 million pounds, or 7.3%,
to 22.4 million in the third quarter of 2003 from 20.9 million in 2002 due to
an expansion of our customer base
for these products. Sales of wholesale products increased $3.9 million, or
15.7%, to $28.5 million in the third quarter of 2003 from $24.6 million in
2002, due to higher volumes and an increase in revenue per pound. Revenue per
pound was up $0.09 to $1.27 in the third quarter of 2003 versus $1.18 in the
third quarter of 2002, primarily due to the increase in COMEX copper prices.
Gross profit for wholesale products decreased $1.9 million, or 98.0%, to
$38,000 in the third quarter of 2003 from $1.9 million in 2002, due primarily
to an increase in metal costs which we are not able to pass through to our customers
and specific escalations of cost that are discussed in more detail below,
offset somewhat by increased volumes. Metal costs increased due to an increase
in COMEX copper prices as well as to a shortage in the available supply of
recycled metal used in the production of wholesale products.

Pounds of rod and bar products shipped decreased by 1.1 million pounds, or
19.6%, to 4.6 million in the third quarter of 2003 from 5.8 million in 2002 due
to a weak U.S. industrial

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environment and excess production capacity for this
market. However, during the third quarter of 2003, a rod and bar competitor
exited from a portion of this market and thus we anticipate some growth
opportunity for our rod and bar products as a result. Sales of rod, bar and
other products increased $0.3 million, or 3.5%, to $9.5 million in the third
quarter of 2003. Other products are primarily those products sold from our
distribution center in The Netherlands. Sales dollars from our distribution
center in The Netherlands increased approximately $1.5 million in the third
quarter of 2003 due to increased volume as well as the favorable impact of the
stronger Euro, but this increase was largely offset by a decrease in the volume
of rod and bar products sold in North America. Gross profit for rod, bar and
other products decreased $0.5 million, or 61.7%, to $0.3 million in the third
quarter of 2003 from $0.8 million in 2002, due to a decline in volume and
pricing of rod and bar products, partially offset by an increase in gross
profit from the activities of our distribution center in The Netherlands.
Gross profit was also negatively impacted by specific escalations of cost that
are discussed in more detail below.

Consolidated gross profit decreased $8.2 million or 56.9% to $6.2 million in
the third quarter of 2003 from $14.5 million in 2002. Gross profit in the
third quarter of 2003 was negatively impacted by a number of issues including
an unfavorable change in the mix of products to less enhanced tube, increased
costs for metal related to our wholesale products and a decline in pricing and
volume of rod and bar products. Additionally, gross profit declined
approximately $1.0 million because of the translation impact of the Canadian
dollar to the weak U.S. dollar and the fact that approximately fifty percent of
sales from our two Canadian plants are denominated in U.S. dollars. Gross
profit also declined approximately $0.7 million because of manufacturing
inefficiencies and professional expenses related to union activities at our
Decatur, Alabama plant. A union election was held at our Decatur, Alabama
plant on July 30, 2003 that resulted in the employees voting against
unionization. Gross profit also declined because of the northeastern power
outages in August 2003 which caused our London, Ontario plant to be shut down
for two production days and normal production at the plant to be interrupted
for approximately another week due to rolling black-outs. Finally, we had
approximately $2.0 million of additional cost in the third quarter of 2003
compared to the third quarter of 2002 related to natural gas, healthcare,
pension and workers compensation expenses.

Our manufacturing cost per pound increased $0.04 per pound to $0.86 per pound
in the third quarter of 2003 as compared to $0.82 per pound in the third
quarter of 2002 due to the cost escalations discussed above.

Consolidated selling, general and administrative expenses for the third quarter
of 2003 increased by $1.0 million, or 14.8%, to $8.1 million, compared with
$7.1 million in 2002, while remaining approximately five percent of sales for
both the third quarter of 2003 and 2002. The increase in selling, general and
administrative expenses was mainly due to a favorable actuarial adjustment that
decreased pension costs in the third quarter of 2002.

During the third quarter of 2003, we recognized a restructuring charge of $6.4
million ($4.3 million net of tax). As of September 28, 2003, we had formalized
a plan whereby to terminate approximately 200 employees, primarily salaried and
indirect hourly employees and, to a lesser extent, direct hourly employees,
from all of our plants in North America. In conjunction with this plan, we
accrued and charged to expense $1.1 million for severance benefits for
approximately 92 of these employees. This reduction in workforce approximated
six percent of our overall workforce and was deemed necessary in order to
reduce costs in a weak economic environment. As of September 28, 2003, we had
not made any payments against the $1.1

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million liability for severance benefits and most of the terminations
have taken place within the two-week period subsequent to September 28, 2003.
This workforce reduction is expected to result in annualized savings of
approximately $8.0 million.

The restructuring charge also included $5.3 million of other costs, including a
$2.6 million write-off of impaired assets, primarily related to our assets held
for sale in Roxboro, North Carolina and a $2.5 million write-off of impaired
assets at our Booneville, Mississippi facility. The impairment charge for the
assets held for sale in Roxboro, North Carolina was a result of writing down
the land and building to our revised, lower estimate of fair value. Demand for
industrial facilities in this geographic area is extremely weak due to the very
slow industrial economy. The impairment charge for the assets at Booneville,
Mississippi was necessary because the estimated undiscounted cash flows
associated with the remaining use and ultimate disposition of the facility were
less than the carrying value of the assets, as of the end of the third quarter
of 2003. The impairment charge for the Booneville assets was made in
conjunction with the goodwill impairment charge of The Tube Group and in
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, wherein we compared the undiscounted cash flows of the
assets of The Tube Group to their carrying values.

We announced in the third quarter of 2003 that we will close our Booneville,
Mississippi facility. The facility produces both smooth and enhanced
industrial tube, primarily used by residential and commercial air conditioner
manufacturers and employs approximately 140 persons. We have begun to
transition production from the Booneville plant to our other facilities and it
is expected that the transition will be substantially completed by the end of
2003 and matters related to operations and equipment relocations will be
finalized during the first half of 2004. In future quarters, we anticipate
recording additional restructuring charges for the closure of the facility in
the range of $2.5 to $5.0 million. Annual savings from this closure and
reallocation of production are expected to be approximately $3.0 million.

Consolidated net interest expense decreased by $0.3 million or 6.2%, to $5.3
million in the third quarter of 2003 from $5.6 million in 2002. Interest
expense decreased in the third quarter of 2003 compared to 2002 due to 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 and the
purchase of $10.2 million and $5.0 million of our Senior Notes in the third and
fourth quarters of 2002, respectively. Consolidated net interest expense is
net of interest income and capitalized interest of $0.1 million and $23,000,
respectively, for the three-month period ended September 28, 2003 and $0.1
million and $33,000, respectively, for the three-month period ended September
29, 2002.

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

Amortization and other, net was $0.2 million of expense in the third quarter of
2003 compared to $0.5 million of expense in the third quarter of 2002.
Amortization and other, net in the third quarter of 2003 included $0.1 million
of foreign currency gains. Amortization expense was $0.4 million in the third
quarter of both 2003 and 2002.

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During the third quarter of 2003, we conducted the required annual goodwill
impairment review. Updated valuations for each reporting unit were computed
using a discounted cash flow approach based on forward-looking information
regarding market share, revenues and costs. Our valuation was based on a 3% to
5% long-term growth rate, a discount rate of 14% and two reporting units, The
Tube Group and The Fabricated Products Group. The Tube Group consists of our
Decatur, Shawnee, Jackson, Booneville, Montreal, London, Shanghai and Esposende
facilities for which we had $23.2 million of goodwill. The Fabricated Products
Group consists of our Altoona, Carrollton, Warwick, Ardmore and Apeldoorn
facilities for which we have $77.0 million of goodwill. Based on the results
of this review, the fair value of The Tube Group reporting unit was less than
its carrying value and we recorded a goodwill impairment charge of $23.2
million in the third quarter of 2003. The fair value of The Tube Group
reporting unit decreased significantly from the value derived when we tested
for impairment in 2002 due to a decrease in the long-term growth rate from 4%
to 3%, a reduction in our projections of future profitability and an increase
in the discount rate from 12% to 14%. The fair value of The Fabricated
Products Group reporting unit exceeded its carrying value assuming a 5% growth
rate, and thus, no impairment charge was recorded. If we are unable to achieve
our estimated growth rates and profit projections, if interest rates increase
or if our other estimates or assumptions change in the future, we may be
required to record impairment charges for The Fabricated Products Group
goodwill in the future.

A net tax benefit of $5.2 million was recorded in the third quarter of 2003 as
compared to tax expense of $0.6 million in the third quarter of 2002. The
effective tax rate in the third quarter of 2002 was 24.1%. The $5.2 million
net tax benefit was recorded in the third quarter of 2003 in conjunction with
our pretax losses, excluding the $23.2 million charge for the impairment of
goodwill, yielding an adjusted effective tax rate of 38.0%. The effective tax
rate recorded in the third quarter of 2003 reflects federal tax benefits
generated in the higher effective tax rate jurisdiction of the United States,
in which we had significant pre-tax losses and foreign tax expense generated in
foreign jurisdictions in which we had income, although not nearly offsetting
our losses, and where the tax rates are lower due to tax holidays. A valuation
allowance was recorded against all state net operating losses generated in the
third quarter of 2003.

Nine-Month Period Ended September 28, 2003 Compared to
Nine-Month Period Ended September 29, 2002

Consolidated net sales increased by $15.7 million, or 3.7%, to $440.6 million
for the nine-month period ended September 28, 2003 from $424.9 million for the
nine-month period ended September 29, 2002. Pounds shipped increased by 8.9
million pounds, or 3.8%, to 247.3 million
in 2003 from 238.3 million in 2002. The average COMEX copper price for 2003
was $0.77 per pound, as compared to $0.72 per pound in 2002, an increase of
approximately 7%.

Pounds of commercial products shipped increased by 5.6 million pounds, or 3.5%,
to 167.7 million in 2003 from 162.1 million in 2002. This increase was
primarily due to an increase in shipments of industrial tube, partially offset
by declines in shipments of alloy products and, to a much lesser extent,
fabricated products. For the first nine-months of 2003, shipments of
industrial tube have been strong due to our success in obtaining market
penetration for this

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product in the United States. Shipments of alloy products
decreased due to weak industrial demand in the current economy. Sales of
commercial products increased $5.9 million, or 1.8%, to $332.1 million in 2003
from $326.2 million in 2002. This increase in sales was attributable to
increased shipments of industrial tube, a favorable mix of fabricated products,
as well as an increase in COMEX copper prices, partially offset by lower
volumes of alloy products and reductions in unit fabrication revenues primarily
for industrial tube, alloy products and joining products. The reduction in
unit fabrication revenues was due to modest selling price reductions as well as
to changes in product mix. Gross profit for commercial products decreased by
$9.5 million, or 22.9%, to $31.7 million in 2003 from $41.2 million in 2002,
attributable to the decline in fabrication revenues per pound as well as
specific escalations of cost that are discussed in more detail below.

Pounds of wholesale products shipped increased by 6.4 million pounds, or 10.7%,
to 65.9 million in 2003 from 59.5 million in 2002 due to the expansion of our
customer base for these products. Sales of wholesale products increased $9.4
million, or 13.1%, to $80.9 million in 2003 from $71.5 million in 2002, due to
the increase in shipments, as well as a slight increase in revenue per pound.
Overall, revenue per pound was up $0.03 to $1.23 in 2003, reflecting an
increase in COMEX copper prices partially offset by a reduction in selling
prices. Gross profit for wholesale products decreased $4.3 million, or 89.7%,
to $0.5 million in 2003 from $4.8 million in 2002, due primarily to selling
price pressures in this commodity market, an increase in metal costs which we
are not able to pass through to our customers as well as specific escalations of cost
that are discussed in more detail below, offset somewhat by increased volumes.
Metal costs increased due to an increase in COMEX copper prices as well as a
shortage in the available supply of recycled metal used in the production of
wholesale products.

Pounds of rod and bar products shipped decreased by 3.1 million pounds, or
18.4%, to 13.7 million in 2003 from 16.7 million in 2002 due to a weak
industrial environment in the United States. Sales of rod, bar and other
products increased $0.4 million, or 1.5%, to $27.6 million in 2003 from $27.2
million in 2002. Other products are primarily those products sold from our
distribution center in The Netherlands. Sales dollars from our distribution
center in The Netherlands increased approximately $3.4 million in 2003
primarily due to the favorable impact of the stronger Euro as well as increased
volume, but this increase was largely offset by a decrease in the volume of rod
and bar products sold in North America. Gross profit for rod, bar and other
products decreased $0.7 million, or 37.8%, to $1.2 million in 2003 from $1.9
million in 2002, due to decreased shipments of rod and bar products, partially
offset by an increase in gross profit from the activities of our distribution
center in The Netherlands. Gross profit was also impacted by specific
escalations of cost that are discussed in more detail below.

Consolidated gross profit decreased $14.5 million or 30.3% to $33.5 million in
2003 from $48.0 million in 2002. Gross profit in 2003 was negatively impacted
by the aforementioned decline in fabrication revenues per pound for commercial
products, selling price pressures and an increase in metal costs for wholesale
products and decreased shipments of rod and bar products. We also had
approximately $4.9 million of additional cost in 2003 compared to 2002 related
to natural gas, healthcare, pensions, and workers compensation expenses.
Additionally, gross profit declined approximately $2.3 million because of the
translation impact of the Canadian dollar to the weak U.S. dollar and the fact
that approximately fifty percent of sales from our two Canadian plants are
denominated in U.S. dollars. Gross profit also declined approximately $0.7
million because of manufacturing inefficiencies and professional expenses
related to union activities at

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our Decatur, Alabama plant. A union election
was held at our Decatur, Alabama plant on July 30, 2003 that resulted in the
employees voting against unionization. Further, gross profit declined because
of the northeastern power outages in August 2003 which caused our London,
Ontario plant to be shut down for two production days and normal production at
the plant to be interrupted for approximately another week due to rolling
black-outs. Gross profit benefited from a $0.8 million receipt of cash in a
class action litigation settlement in the copper market in the second quarter.

Our manufacturing cost per pound increased $0.02 per pound to $0.82 per pound
in 2003 as compared to $0.80 per pound in 2002 due to the escalations in cost
discussed above.

Consolidated selling, general and administrative expenses for 2003 increased by
$0.6 million, or 2.6%, to $23.8 million, compared with $23.2 million in 2002,
while remaining approximately five percent of sales for both 2003 and 2002.
The increase in selling, general and administrative expenses was mainly due to
a $0.6 million increase in salary expense and a $0.8 million increase in
pension expense, offset by a $0.8 million reduction in employee related
expenses, primarily related to incentive pay that is tied to financial
performance. Salary expense increased due to merit and cost of living pay
increases and due to the fact that selling, general and administrative expenses
in the first quarter of 2002 included a 10% pay reduction for salaried
employees. Pension expense in the third quarter of 2003 increased as compared
to the third quarter of 2002 primarily due to a favorable actuarial adjustment
that decreased pension costs in the third quarter of 2002.

Selling, general and administrative expense in the first nine months of 2002
included $0.5 million of charges for professional fees pertaining to the
industry-wide competition related Department of Justice investigation. We
received notice in October 2003 from the Department of Justice that the
competition investigation, as it relates to the Company, had been closed with
no action taken against the Company or any of our employees.

Consolidated net interest expense increased by $0.8 million, or 5.5%, to $15.7
million in 2003 from $14.9 million in 2002. Interest expense increased $1.1
million in 2003 because on March 27, 2002, we issued $120.0 million in
principal amount of 10.5% Senior Notes replacing approximately $98.7 million of
borrowings under our old revolving credit facility which had an average
interest rate of 4.9% in the first quarter of 2002. Consolidated net interest
expense is net of interest income and capitalized interest of $0.4 million and
$0.1 million, respectively, for 2003 and $0.4 million and $0.2 million,
respectively, for 2002. Consolidated net interest expense in
2002 is also net of interest income from loans to the discontinued operations
of Wolverine Ratcliffs, Inc. of $0.7 million. Interest expense was reduced
$0.9 million in 2003 compared to 2002 due to 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 $1.3 million of expense in 2003, as compared to
$1.1 million of expense in 2002. Amortization and other, net in 2003 and 2002
included $0.1 million and $0.3 million of foreign currency losses,
respectively. Amortization and other, net in 2002 also included $0.3 million
of income related to the administration and collection of receivables sold to
us by our discontinued operations. Amortization expense was $1.1 million in
2003 as compared to $0.9 million in 2002.

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A net tax benefit of $6.0 million was recorded in 2003 as compared to tax
expense of $2.9 million in 2002. The effective tax rate in 2002 was 29.2%.
The $6.0 million net tax benefit was recorded in 2003 in conjunction with our
pretax losses, excluding the $23.2 million charge for the impairment of
goodwill, yielding an adjusted effective tax rate of 43.2%. The effective tax
rate recorded in 2003 reflects federal tax benefits generated in the higher
effective tax rate jurisdiction of the United States, in which we had
significant pre-tax losses and foreign tax expense generated in foreign
jurisdictions in which we had income, although not nearly offsetting our
losses, and where the tax rates are lower due to tax holidays. A valuation
allowance was recorded against all state net operating losses generated in
2003.

Liquidity and Capital Resources

The primary source of our liquidity for the nine months ended September 28,
2003 was cash on hand at the beginning of the year of $53.9 million. The
primary uses of our funds for the nine months ended September 28, 2003 were
$2.2 million for continuing operations and $4.3 million for investments in our
property, plant and equipment.

The primary sources of our liquidity for the nine months ended September 29,
2002 were cash on hand at the beginning of the year of $22.7 million, $118.5
million from the issuance of our 10.5% Senior Notes, borrowings under our
revolving credit facilities and $28.1 million of cash provided by operating
activities. 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 nine-month period of
2002 were $98.9 million to repay our revolving credit facilities, $8.6 million
of financing fees related to the issuance of our 10.5% Senior Notes and new
secured revolving credit facility, $9.2 million to purchase our Senior Notes in
the open market, $5.4 million for investments in our property, plant and
equipment, $1.0 million related to the mandatory redemption of our preferred
stock and $1.1 million pertaining to Wolverine Ratcliffs, Inc., discontinued in
the fourth quarter of 2001.

For the first nine months of 2003, we used $2.2 million of cash for continuing
operating activities compared to the same nine-month period in 2002 in which we
generated $28.1 million of cash from operating activities. Cash was used by
operations in 2003 primarily as a result of the losses
that we incurred and to fund a $19.0 million increase in accounts receivable.
In the first nine months of 2002, we generated cash from operating activities
primarily by reducing inventories by $13.5 million and producing net income of
$7.0 million, partially offset by a $15.5 million increase in accounts
receivable. Cash for continuing operating activities benefited in both 2003
and 2002 from federal income tax refunds of $10.4 million and $7.8 million,
respectively.

In the fourth quarter of 2003, we expect to generate cash flow from continuing
operations primarily from a reduction of working capital, although increasing
copper prices could negatively impact our ability to achieve such reductions.

As of September 28, 2003, we had no outstanding obligations under our secured
revolving credit facility. We had approximately $7.9 million of standby
letters of credit issued under the secured revolving credit facility and
approximately $29.6 million (subject to a $2.0 million excess availability
requirement) in additional borrowing availability thereunder.

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In the third quarter of 2003, we and our lenders executed an amendment to the
secured revolving credit facility to change the minimum fixed charge coverage
ratio for the third and fourth quarters of 2003 from 1.10 to 1.05 and the
minimum consolidated EBITDA requirement on a rolling four-quarter basis for the
third and fourth quarters of 2003 from $40.0 million and $42.0 million
respectively, to $27.0 million for each quarter. 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 would occur. The minimum fixed charge coverage
ratio for each quarter of 2004 of 1.10 and the minimum consolidated EBITDA
requirement on a rolling four-quarter basis for each quarter of 2004 of $55.0
million remains unchanged.

Should weakness in market and economic conditions for commercial construction
and the industrial economy as a whole continue in the fourth quarter of 2003,
it is possible that violations of our covenants as amended could occur in the
remainder of 2003. If necessary, we believe that we will be able to reach an
agreeable solution with our lenders so that we will be able to retain borrowing
availability under our secured revolving credit facility sufficient to meet the
needs of our operations. We did not amend the covenants of our secured
revolving credit facility for 2004 as we anticipate remedying any potential
financial covenant violations in 2004 by extending and amending the secured
revolving credit facility prior to any violations.

On October 30, 2003, Standard and Poors Ratings Services lowered its senior
unsecured debt rating on the Company one step from BB- to B+. Standard and
Poors noted that the change in rating was a result of our recent weak earnings
performance and that the rating reflected a narrow product line, cyclical
markets, significant customer concentration, profitability at sharply depressed
levels and aggressive use of debt, slightly offset by a business profile with
defensible positions in niche segments and reasonable near term liquidity.
Moodys Investors Service, Inc. senior unsecured debt rating of the Company of
B1 has remained unchanged since March 2002.

Capital expenditures were $4.3 million in the first nine months of 2003 as
compared to $5.4 million in the first nine months of 2002. We currently expect
to spend up to $7.0 million for
capital items in the year 2003. Our capital expenditures include asset
replacement, environmental compliance and cost reduction and productivity
improvement items.

The ratio of current assets to current liabilities was 3.6 at September 28,
2003 and 4.3 at September 29, 2002. Our cash and cash equivalent balances as
of September 28, 2003 and December 31, 2002 were $50.1 million and $53.9
million, respectively, of which $32.5 million and $31.5 million, respectively,
were held by our subsidiaries located outside of the United States. We believe
we would have to pay the differential between foreign taxes and U.S. taxes on
funds located outside of the United States upon repatriating these funds to the
United States. However, we do not anticipate repatriating these funds in the
foreseeable future and accordingly have not accrued the differential tax
liability.

We believe that with the continuing borrowing availability anticipated under
our secured revolving credit facility, our cash balances and anticipated cash
flow from our continuing operations, we will be able to satisfy our existing
working capital needs, interest obligations and capital expenditure
requirements. We have elected not to pursue the previously disclosed metal
consignment program that we were considering.

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Environmental

Our facilities and operations are subject to extensive environmental laws and
regulations. During the nine months ended September 28, 2003, we spent
approximately $0.3 million on environmental matters, which included
remediation, monitoring, legal and other costs. We have a reserve of $1.2
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 September 28, 2003 and could result in additional
exposure if these environmental matters are not resolved as anticipated.

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 (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. If the owner of this
property makes a claim, we could incur additional costs. In December 2002, we
took a sample from this property that indicated there were no longer detectable
levels of chrome beyond our property boundary. We have scheduled the next
sampling from this property for late 2003.

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

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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
$0.5 million as of September 28, 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, 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
consultants prepared a response to the Tennessee Divisions comments and met
with the Tennessee Division on August 13, 2003 to discuss their comments and
our response with their risk assessment team. Based on the August 13, 2003
meeting, addressing the Tennessee Divisions comments is not expected to have a
material affect on the project. 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
September 28, 2003 that it will cost between $0.4 million and $2.9 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

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any consumer was exposed in the past to volatile organic compounds above
acceptable drinking water standards. To date, we have not received or been
threatened by any claim from the municipality or its residents with respect to
the drinking water.

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

Greenville, Mississippi

Following our acquisition of the Greenville, Mississippi facility, a
preliminary investigation disclosed certain volatile organic compounds in soil
and ground water at the site. We entered into a consent agreement with the
Mississippi Department of Environmental Quality on July 15, 1997. We began
remediation efforts in the third quarter of 1997 and expected these efforts to
last approximately three years. In February 2000, we submitted a report of
remediation activities and were granted approval by the Mississippi department
to cease active remediation and begin post-closure monitoring. However, there
can be no assurance that the department will allow us to permanently
discontinue remediation efforts, and operations, maintenance and other expenses
of the remediation system may continue for a longer period of time. Through
October 3, 1998, applicable costs of testing and remediation required at the
Greenville facility had been shared
with the former owners of the facility pursuant to the terms of an escrow
agreement established at the time the facility was acquired. Subsequent to
October 3, 1998, we released the former owners of the facility from liability
related to the remediation of the Greenville facility after receiving a
$145,000 settlement payment. We estimate as of September 28, 2003 that the
remaining investigative and remedial costs could total $5,000 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 reaches 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 $27,500. 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. We anticipate

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submitting a final remedial
investigation report to the Pennsylvania Department of Environmental Protection
in late 2003. 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 contained in this report are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include statements regarding our goals,
beliefs, plans or current expectations, taking into account the information
currently available to our management. Forward-looking statements include all
statements that do not relate solely to current or historical fact. For
example, when we use such
words as anticipate, intend, expect, believe, plan, may, should,
would or other words that convey uncertainty of future events or outcome, we
are making forward-looking statements. All statements which address operating
performance, events or developments that we expect or anticipate will occur in
the future, including statements relating to future sales, earnings, operating
performance, restructuring strategies, property, plant and equipment
expenditures and sources and uses of cash, are forward-looking statements.
These forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from those stated or
implied by such forward-looking statements. We undertake no obligation to
publicly release any revision of any forward-looking statements contained
herein to reflect events or circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events.

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



| | - |  | our significant amount of debt and the restrictive covenants
contained in our debt agreements;      
| | - |  | ----------------------------------------------------------------------------------------------------
|
| | - |  | our ability to service our debt and incur additional debt;                                          
|
| | - |  | 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;            

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| | - |  | the timing and magnitude of recovery from the current economic downturn;                                                                                                                                                                                                                                                                                 
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - |  | costs and cost savings related to the closing of our Booneville, Mississippi facility;                                                                                                                                                                                                                                                                   
|
| | - |  | the persistence of low levels of U.S. commercial construction activity;                                                                                                                                                                                                                                                                                  
|
| | - |  | the impact of competitive factors in our industry, including the
effect of pricing, product lines and other actions taken by our
competitors;                                                                                                                                                                                                            
|
| | - |  | our ability to maintain our relationships with our major customers;                                                                                                                                                                                                                                                                                      
|
| | - |  | a reduction in demand for our products;                                                                                                                                                                                                                                                                                                                  
|
| | - |  | our ability to achieve and the timeliness with which we achieve
anticipated results from our Project 21 capital improvement plan, cost
reduction initiatives, product and process development activities,
productivity and efficiency initiatives, global expansion activities,
market share penetration efforts and working capital management
programs;
|
| | - |  | our potential exposure to environmental liabilities;                                                                                                                                                                                                                                                                                                     
|
| | - |  | economic, political and currency risks relating to our international operations;                                                                                                                                                                                                                                                                         
|
| | - |  | our ability and the ability of our customers to maintain
satisfactory relations with union employees;                                                                                                                                                                                                                                                    
|
| | - |  | costs for labor and benefits including healthcare and pension costs;                                                                                                                                                                                                                                                                                     
|
| | - |  | extraordinary fluctuations in the markets for raw materials;                                                                                                                                                                                                                                                                                             
|
| | - |  | extraordinary fluctuations in the cost and availability of fuel and energy resources;                                                                                                                                                                                                                                                                    
|
| | - |  | risks to our competitive position from changing technology or the
loss of our intellectual property;                                                                                                                                                                                                                                                     
|
| | - |  | business and economic risks relating to government regulations that
impact our industry;                                                                                                                                                                                                                                                                 
|
| | - |  | the mix of our geographic and product revenues;                                                                                                                                                                                                                                                                                                          

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate
debt will increase as interest rates fall and decrease as interest rates rise.
The estimated fair value of our total long-term fixed interest rate debt as of
September 28, 2003 was $240 million, versus a carrying value of $255 million.
The estimated fair market value of our debt is based upon the indicative bid
price for our Senior Notes which approximates their trade value. The yield
implicit in the value of the 7.375% Senior Notes is 10.35% and 10.5% for the
10.5% Senior Notes. A 1% increase from prevailing interest rates would result
in a decrease in fair value of this debt by approximately $9.3 million as of
September 28, 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 September 28, 2003, we recorded the fair market value
of the interest rate swap of $0.3 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. For the three and
nine month periods ended September 28, 2003, the interest rate swap effectively
converted $50 million of fixed rate 7.375% Senior Notes to a variable rate of
4.828% and 5.012%, respectively.

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 sales
commitments and anticipated sales. These forward contracts are accounted for
in accordance with SFAS No. 133 Accounting For Derivative Instruments and
Hedging Activities(as subsequently amended by SFAS Nos. 137 and 138). As of
September 28, 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 $10.9 million. The estimated fair value of these
outstanding contracts based upon forward rates at September 28, 2003 was
approximately $1.3 million as of September 28, 2003. A 10.0% decline in
commodity
prices would decrease the estimated fair value of these outstanding contracts
by $1.2 million at September 28, 2003.

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We also 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 September 28, 2003, we had entered into contracts
hedging the raw material requirements for committed future purchases through
October 2003 having a notional value of $0.8 million. The estimated fair value
of these outstanding contracts based upon forward rates at September 28, 2003
was approximately $2,000 as of September 28, 2003. A 10.0% increase in
commodity prices would decrease the estimated fair value of these outstanding
contracts by $0.1 million at September 28, 2003.

We have entered into commodity forward contracts to sell copper with a notional
value of $26.2 million in December 2003. 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 September
28, 2003 was a loss of approximately $2.5 million as of September 28, 2003. A
10.0% increase in commodity prices would increase the estimated loss on these
outstanding contracts by $2.4 million at September 28, 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 September 28, 2003, we had commodity futures contracts
to purchase natural gas for the period November 2003 through December 2004 with
a notional amount of $6.6 million and an unrealized loss of $0.9 million, based
on futures prices as of September 28, 2003. The effect of a 10.0% decline in
commodity prices as of September 28, 2003 for these futures contracts would
result in a potential loss in fair value of approximately $0.6 million.

Foreign Currency Risk

Some of our operations use foreign exchange forwards to hedge fixed purchase
and sales commitments denominated in a foreign currency. These 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 September 28, 2003, we had forward exchange contracts
outstanding to purchase foreign currency with a notional amount of $3.1 million
and to sell foreign currency with a notional amount of $2.2 million. As of
September 28, 2003, we had an unrealized loss of $0.2 million associated with
these forward contracts. The potential loss in fair value for these forward
contracts from a hypothetical 10.0% adverse change in quoted foreign currency
exchange rates would be approximately $0.5 million.

In July 2003, we purchased U.S. dollar puts having a strike price of $1.32 for
a notional amount of $10.0 million Canadian dollars in order to hedge our
inventory currency risk in Canada. The

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cost of the puts was approximately $0.1
million and this cost is being amortized over the six month period to maturity,
with the puts expiring December 29, 2003. At September 28, 2003, the fair
value of the puts was zero.




ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including our
Chief Executive Officer, Dennis J. Horowitz, and our Chief Financial Officer,
James E. Deason, we carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as
of the end of the period covered by this report. Based upon that evaluation,
Messrs. Horowitz and Deason have concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures have been
designed and are effective to provide reasonable assurance that information we
are required to disclose in the reports we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.
These disclosure controls and procedures include, without limitation, controls
and procedures designed to provide reasonable assurance that information we are
required to disclose in such reports is accumulated and communicated to our
management, including Messrs. Horowitz and Deason, as appropriate to allow
timely decisions regarding required disclosure. The design of any system of
controls 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.

Based upon the evaluation of our management, which was conducted with the
participation of Messrs. Horowitz and Deason, there has been no change in our
internal control over financial reporting during the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION




ITEM 1.LEGAL PROCEEDINGS



| |  | There were no material legal proceeding developments during the three-month
period ended September 28, 2003. However, the Company received notice in
October 2003 from the Department of Justice that the investigation into
possible violations of U.S. antitrust laws by the Grand Jury in the Northern
District of Indiana, which the Company became aware of by the service of a
subpoena in March 2001, has been closed as it relates to the Company with no
action taken against the Company or any of our employees.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) | Exhibits
| | --- | --------

|     |  |                                                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment No. 3 to Credit Agreement dated as of September 28, 2003 by and
among the Company, its U.S. and Canadian Subsidiaries and the lenders
named therein.
|     |  |                                                                                                                                                               
|31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.                                                       
|     |  |                                                                                                                                                               
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.                                                       
|     |  |                                                                                                                                                               
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.        
|     |  |                                                                                                                                                               
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.        



| | (b) | Reports on Form 8-K
| | --- | -------------------



| |  |  | 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 June
29, 2003 was furnished to the SEC on July 30, 2003.        
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A current report on Form 8-K related to the reporting of a closure of a
facility and a reduction in workforce was furnished to the SEC on
September 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
September 28, 2003 was furnished to the SEC on October 31, 2003.

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SIGNATURE

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

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

Dated: November 12, 2003

36