##### Table of Contents



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

(Mark One)

box               Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2002

OR

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

Commission file number 1-12164

WOLVERINE TUBE, INC.
(Exact name of registrant as specified in its charter)

|                                                                                                  |  |                                              
|------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|Delaware

(State of Incorporation)                                                                |  | 63-0970812

(IRS Employer Identification No.)
|                                                                                                 
|200 Clinton Avenue West, Suite 1000
Huntsville, Alabama

(Address of Principal Executive Offices) |  | 35801

(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  box   NO  box

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

|                              |  |                                 
|----------------------------- |  | --------------------------------
|Class                         |  | Outstanding as of August 1, 2002
|                              |  |                                 
|Common Stock, $0.01 Par Value |  | 12,251,519 Shares               





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TABLE OF CONTENTS



|                                       |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                       | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                       | 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                           
|                                       | PART II. OTHER INFORMATION                                                                   
|                                       | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                       | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                       | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|Supplemental Benefit Restoration Plan 
|Supplemental Executive Retirement Plan
|2002 Change in Control                
|2002 Change in Control                
|2002 Change in Control                
|2002 Change in Control                
|Section 906 Certification of the CEO  
|Section 906 Certification of the CFO  



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##### Table of Contents



FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

|        |  |                                                                                                                                 |  |         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | --------
|        |  |                                                                                                                                 |  | Page No.
|        |  | PART I                                                                                                                          |  |         
|       
|       
|       
|       
|Item 1. |  | Financial Statements                                                                                                            |  |         
|       
|       
|       
|       
|        |  | Condensed Consolidated Statements of Income (Unaudited)
Three-Month and Six-Month Periods Ended
June 30, 2002 and July 1, 2001 |  | 1       
|       
|       
|       
|       
|        |  | Condensed Consolidated Balance Sheets
June 30, 2002 and December 31, 2001                                                       |  | 2       
|       
|       
|       
|       
|        |  | Condensed Consolidated Statements of Cash Flows (Unaudited)
Six-Month Periods Ended June 30, 2002 and July 1, 2001             |  | 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                                                                      |  | 28      
|       
|       
|       
|       
|        |  | PART II                                                                                                                         |  |         
|       
|       
|       
|       
|Item 1. |  | Legal Proceedings                                                                                                               |  | 30      
|       
|       
|       
|       
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                             |  | 30      
|       
|       
|       
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                |  | 30      





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##### Table of Contents






ITEM 1. FINANCIAL STATEMENTS

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

|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |       | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | - | ------------------------- | ----- | ----------------------- | - | ------------- | ----- | ---------- | - | ------- | ----- | ------------ | - | ------- | ----- | 
|                                                                                                                                                                       |                             |   | Three-month period ended: |       | Six-month period ended:
|                                                                                                                                                                       |                             |   |                           |       |                        
|                                                                                                                                                                       |                             |   |                           |       |                         |   | July 1, 2001  |       |            |   |         |       | July 1, 2001
|                                                                                                                                                                       |                             |   | June 30, 2002             |       | (Restated)              |   | June 30, 2002 |       | (Restated)
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |           
|(In thousands except per share amounts)                                                                                                                                |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Net sales                                                                                                                                                              |                             | $ | 152,547                   |       |                         | $ | 161,517       |       |            | $ | 290,090 |       |              | $ | 333,954 |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Cost of goods sold                                                                                                                                                     |                             |   | 133,335                   |       |                         |   | 145,725       |       |            |   | 256,555 |       |              |   | 296,396 |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Gross profit                                                                                                                                                           |                             |   | 19,212                    |       |                         |   | 15,792        |       |            |   | 33,535  |       |              |   | 37,558  |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Selling, general and administrative expenses                                                                                                                           |                             |   | 8,250                     |       |                         |   | 8,261         |       |            |   | 16,154  |       |              |   | 16,320  |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Operating income from continuing operations                                                                                                                            |                             |   | 10,962                    |       |                         |   | 7,531         |       |            |   | 17,381  |       |              |   | 21,238  |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Other expenses:                                                                                                                                                        |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Interest expense, net       |   |                           | 5,571 |                         |   |               | 3,114 |            |   |         | 9,301 |              |   |         | 6,888 | 
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                       | Amortization and other, net |   |                           | 524   |                         |   |               | 186   |            |   |         | 602   |              |   |         | 107   | 
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Income from continuing operations before tax                                                                                                                           |                             |   | 4,867                     |       |                         |   | 4,231         |       |            |   | 7,478   |       |              |   | 14,243  |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Income tax provision                                                                                                                                                   |                             |   | 1,381                     |       |                         |   | 1,149         |       |            |   | 2,304   |       |              |   | 4,186   |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Income from continuing operations                                                                                                                                      |                             |   | 3,486                     |       |                         |   | 3,082         |       |            |   | 5,174   |       |              |   | 10,057  |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Loss from discontinued operations, net of
tax of $0 and $2.3 for the three-month period
and $0 and 2.6 million for the six-month
period of 2002 and 2001, respectively |                             |   |                          |       |                         |   | (3,643        | )     |            |   |        |       |              |   | (4,491  | )    
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Net income (loss)                                                                                                                                                      |                             |   | 3,486                     |       |                         |   | (561          | )     |            |   | 5,174   |       |              |   | 5,566   |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Less preferred stock dividends                                                                                                                                         |                             |   |                          |       |                         |   | (70           | )     |            |   | (58     | )     |              |   | (140    | )    
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Net income (loss) applicable to common shares                                                                                                                          |                             | $ | 3,486                     |       |                         | $ | (631          | )     |            | $ | 5,116   |       |              | $ | 5,426   |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Earnings per common share basic:                                                                                                                                      |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Income from continuing operations                                                                                                                                      |                             | $ | 0.28                      |       |                         | $ | 0.25          |       |            | $ | 0.42    |       |              | $ | 0.82    |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Loss from discontinued operations                                                                                                                                      |                             |   |                          |       |                         |   | (0.30         | )     |            |   |        |       |              |   | (0.37   | )    
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Net income (loss) per common sharebasic                                                                                                                               |                             | $ | 0.28                      |       |                         | $ | (0.05         | )     |            | $ | 0.42    |       |              | $ | 0.45    |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Basic weighted average number of common shares                                                                                                                         |                             |   | 12,251                    |       |                         |   | 12,073        |       |            |   | 12,200  |       |              |   | 12,063  |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Earnings per common share diluted:                                                                                                                                    |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Income from continuing operations                                                                                                                                      |                             | $ | 0.28                      |       |                         | $ | 0.24          |       |            | $ | 0.41    |       |              | $ | 0.80    |      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|                                                                                                                                                                      
|Loss from discontinued operations                                                                                                                                      |                             |   |                          |       |                         |   | (0.29         | )     |            |   |        |       |              |   | (0.36   | )    
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Net income (loss) per common sharediluted                                                                                                                             |                             | $ | 0.28                      |       |                         | $ | (0.05         | )     |            | $ | 0.41    |       |              | $ | 0.44    |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      
|Diluted weighted average number of common and
common equivalent shares                                                                                                 |                             |   | 12,369                    |       |                         |   | 12,405        |       |            |   | 12,328  |       |              |   | 12,311  |      
|                                                                                                                                                                       |                             |   |                           |       |                         |   |               |       |            |   |         |       |              |   |         |      

See Notes to Condensed Consolidated Financial Statements.

1



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##### Table of Contents






Wolverine Tube, Inc. and
Subsidiaries
Condensed Consolidated Balance Sheets

|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |         |  
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -------- | ------- | ------------ | - | ------- | ------- | -
|                                                                                                                                  |                                                                                                                                                                        |             | June 30, |         | December 31,
|                                                                                                                                  |                                                                                                                                                                        |             | 2002     |         | 2001        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |             
|(In thousands except share and per share amounts)                                                                                 |                                                                                                                                                                        | (Unaudited) |          | (Note) 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Assets                                                                                                                            |                                                                                                                                                                        |             |          |         |              |   |         |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Current assets                                                                                                                    |                                                                                                                                                                        |             |          |         |              |   |         |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Cash and equivalents                                                                                                                                                   |             | $        | 45,437  |              |   | $       | 22,739  |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Accounts receivable, net                                                                                                                                               |             |          | 90,952  |              |   |         | 67,164  |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Inventories                                                                                                                                                            |             |          | 82,276  |              |   |         | 103,360 |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Refundable income taxes                                                                                                                                                |             |          | 2,093   |              |   |         | 2,410   |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Prepaid expenses and other                                                                                                                                             |             |          | 10,258  |              |   |         | 7,230   |  
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total current assets                                                                                                              |                                                                                                                                                                        |             | 231,016  |         |              |   | 202,903 |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Property, plant and equipment, net                                                                                                |                                                                                                                                                                        |             | 214,813  |         |              |   | 218,476 |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Deferred charges, net                                                                                                             |                                                                                                                                                                        |             | 11,114   |         |              |   | 3,125   |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Goodwill, net                                                                                                                     |                                                                                                                                                                        |             | 100,027  |         |              |   | 99,870  |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Assets held for sale                                                                                                              |                                                                                                                                                                        |             | 9,503    |         |              |   | 9,072   |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Prepaid pensions                                                                                                                  |                                                                                                                                                                        |             | 4,242    |         |              |   | 5,981   |        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total assets                                                                                                                      |                                                                                                                                                                        | $           | 570,715  |         |              | $ | 539,427 |        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Liabilities, Redeemable Preferred Stock and Stockholders Equity                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Current liabilities                                                                                                               |                                                                                                                                                                        |             |          |         |              |   |         |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Accounts payable                                                                                                                                                       |             | $        | 39,000  |              |   | $       | 34,137  |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Accrued liabilities                                                                                                                                                    |             |          | 20,261  |              |   |         | 25,689  |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Short-term borrowings                                                                                                                                                  |             |          | 895     |              |   |         | 1,684   |  
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total current liabilities                                                                                                         |                                                                                                                                                                        |             | 60,156   |         |              |   | 61,510  |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Deferred income taxes                                                                                                             |                                                                                                                                                                        |             | 8,837    |         |              |   | 9,225   |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Long-term debt                                                                                                                    |                                                                                                                                                                        |             | 270,227  |         |              |   | 247,698 |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Postretirement benefit obligation                                                                                                 |                                                                                                                                                                        |             | 15,776   |         |              |   | 15,720  |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Accrued environmental remediation                                                                                                 |                                                                                                                                                                        |             | 1,415    |         |              |   | 1,862   |        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total liabilities                                                                                                                 |                                                                                                                                                                        |             | 356,411  |         |              |   | 336,015 |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Redeemable preferred stock, par value $1 per share; 500,000 shares
authorized; 20,000 issued and outstanding at December 31, 2001 |                                                                                                                                                                        |             |         |         |              |   | 2,000   |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Stockholders equity                                                                                                              |                                                                                                                                                                        |             |          |         |              |   |         |        
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Common stock, par value $0.01 per share; 40,000,000 shares
authorized; 14,315,319 and 14,276,831 shares issued as of June
30, 2002 and December 31, 2001, respectively |             |          | 143     |              |   |         | 143     |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Additional paid-in capital                                                                                                                                             |             |          | 102,813 |              |   |         | 103,759 |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Retained earnings                                                                                                                                                      |             |          | 164,161 |              |   |         | 159,045 |  
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Unearned compensation                                                                                                                                                  |             |          | (53     | )            |   |         | (165    | )
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Accumulated other comprehensive loss                                                                                                                                   |             |          | (15,385 | )            |   |         | (21,898 | )
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                  | Treasury stock, at cost; 2,063,800 and 2,179,900 shares as of
June 30, 2002 and December 31, 2001, respectively                                                        |             |          | (37,375 | )            |   |         | (39,472 | )
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total stockholders equity                                                                                                        |                                                                                                                                                                        |             | 214,304  |         |              |   | 201,412 |        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        
|Total liabilities, redeemable preferred stock and stockholders equity                                                            |                                                                                                                                                                        | $           | 570,715  |         |              | $ | 539,427 |        
|                                                                                                                                  |                                                                                                                                                                        |             |          |         |              |   |         |        

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

2



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##### Table of Contents






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

|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |        |        |  
|-------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------- | ------- | ----------------------- | ------- | ------------ | ------- | ------ | ------ | -
|                                                                                                         |                                              |                                                                                 |         | Six-month period ended:
|                                                                                                         |                                              |                                                                                 |         |                        
|                                                                                                         |                                              |                                                                                 |         | June 30, 2002           |         | July 1, 2001
|                                                                                                         |                                              |                                                                                 |         |                         |         |             
|(In thousands)                                                                                           |                                              |                                                                                 |         |                         |         | (Restated)  
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Operating Activities                                                                                     |                                              |                                                                                 |         |                         |         |              |         |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Income from continuing operations                                                                        |                                              | $                                                                               | 5,174   |                         |         | $            | 10,057  |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Adjustments to reconcile income from continuing
operations to net cash provided by operating
activities: |                                              |                                                                                 |         |                         |         |              |         |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         | Depreciation and amortization                |                                                                                 |         | 8,725                   |         |              |         | 8,946  |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         | Deferred income taxes                        |                                                                                 |         | 89                      |         |              |         | (2,492 | )     
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         | Other non-cash items                         |                                                                                 |         | 115                     |         |              |         | 372    |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         | Changes in operating assets and liabilities: |                                                                                 |         |                         |         |              |         |        |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Accounts receivable, net                                                        |         |                         | (22,655 | )            |         |        | (7,877 | )
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Inventories                                                                     |         |                         | 11,938  |              |         |        | 2,379  |  
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Refundable income taxes                                                         |         |                         | 802     |              |         |        | 9,392  |  
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Prepaid expenses and other                                                      |         |                         | 310     |              |         |        | (524   | )
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Accounts payable                                                                |         |                         | 7,641   |              |         |        | (1,520 | )
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                         |                                              | Accrued liabilities including pension,
postretirement benefit and environmental |         |                         | (610    | )            |         |        | (921   | )
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Net cash provided by operating activities                                                                |                                              |                                                                                 | 11,529  |                         |         |              | 17,812  |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Investing Activities                                                                                     |                                              |                                                                                 |         |                         |         |              |         |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Additions to property, plant and equipment                                                               |                                              |                                                                                 | (3,280  | )                       |         |              | (17,531 | )     
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Acquisition of business assets                                                                           |                                              |                                                                                 |        |                         |         |              | (1,588  | )     
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Net cash used for investing activities                                                                   |                                              |                                                                                 | (3,280  | )                       |         |              | (19,119 | )     
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Financing Activities                                                                                     |                                              |                                                                                 |         |                         |         |              |         |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Financing fees and expenses paid                                                                         |                                              |                                                                                 | (8,398  | )                       |         |              |        |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Net borrowings (payments) on revolving credit facilities                                                 |                                              |                                                                                 | (98,696 | )                       |         |              | 11,527  |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Net increase (decrease) in note payable                                                                  |                                              |                                                                                 | 1,822   |                         |         |              | (333    | )     
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Proceeds from issuance of senior notes                                                                   |                                              |                                                                                 | 118,546 |                         |         |              |        |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Issuance of common stock                                                                                 |                                              |                                                                                 | 69      |                         |         |              | 113     |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Redemption of preferred stock                                                                            |                                              |                                                                                 | (1,000  | )                       |         |              |        |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Dividends paid on preferred stock                                                                        |                                              |                                                                                 | (58     | )                       |         |              | (140    | )     
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Net cash provided by financing activities                                                                |                                              |                                                                                 | 12,285  |                         |         |              | 11,167  |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Effect of exchange rate on cash and equivalents                                                          |                                              |                                                                                 | 740     |                         |         |              | (426    | )     
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Net cash provided by continuing operations                                                               |                                              |                                                                                 | 21,274  |                         |         |              | 9,434   |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Net cash provided by (used for) discontinued operations                                                  |                                              |                                                                                 | 1,424   |                         |         |              | (6,778  | )     
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Net increase in cash and equivalents                                                                     |                                              |                                                                                 | 22,698  |                         |         |              | 2,656   |       
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Cash and equivalents at beginning of period                                                              |                                              |                                                                                 | 22,739  |                         |         |              | 23,458  |       
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       
|Cash and equivalents at end of period                                                                    |                                              | $                                                                               | 45,437  |                         |         | $            | 26,114  |       
|                                                                                                         |                                              |                                                                                 |         |                         |         |              |         |       

See Notes to Condensed Consolidated Financial Statements.

3



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##### Table of Contents






Wolverine Tube, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2002
(Unaudited)

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of Wolverine Tube, Inc. (the Company) and its majority-owned
subsidiaries after elimination of significant intercompany accounts and
transactions. References to the Company, we or us refer to Wolverine
Tube, Inc. and its consolidated subsidiaries, unless the context otherwise
requires. The accompanying condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and do not include
all the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. The
accompanying condensed consolidated financial statements (and all information
in this report) have not been examined by independent auditors; but, in the
opinion of management, all adjustments, which consist of normal recurring
accruals necessary for a fair presentation of the results for the periods, have
been made. The results of operations for the three-month and six-month periods
ended June 30, 2002 are not necessarily indicative of the results of operations
that may be expected for the year ending December 31, 2002. For further
information, refer to the consolidated financial statements and notes included
in our Annual Report on Form 10-K for the year ended December 31, 2001.

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

NOTE 2. CONTINGENCIES

We are subject to extensive environmental regulations imposed by federal,
state, provincial and local authorities in the United States, Canada, China and
Portugal with respect to emissions to air, discharges to waterways, and the
generation, handling, storage, transportation, treatment and disposal of waste
materials, and we have received various communications from regulatory
authorities concerning environmental matters. We have accrued estimated
environmental remediation costs of $1.4 million at June 30, 2002, consisting
primarily of $0.9 million for the Decatur, Alabama facility; $0.1 million for
the Greenville, Mississippi facility and $0.4 million for the Ardmore,
Tennessee facility.

4



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##### Table of Contents



NOTE 3. INVENTORIES

Inventories are as follows:

|                           |  |               |        |                   |  |   |         | 
|-------------------------- |  | ------------- | ------ | ----------------- |  | - | ------- | 
|                           |  | June 30, 2002 |        | December 31, 2001
|                           |  |               |        |                  
|(In thousands)             |  |               |        |                   |  |   |         | 
|                          
|                          
|                          
|                          
|Finished products          |  | $             | 16,967 |                   |  | $ | 22,565  | 
|                          
|                          
|                          
|                          
|Work-in-process            |  |               | 16,122 |                   |  |   | 20,850  | 
|                          
|                          
|                          
|                          
|Raw materials and supplies |  |               | 49,187 |                   |  |   | 59,945  | 
|                           |  |               |        |                   |  |   |         | 
|Totals                     |  | $             | 82,276 |                   |  | $ | 103,360 | 
|                           |  |               |        |                   |  |   |         | 

During the year ended December 31, 2001, we changed our method of accounting
for inventories from the last-in, first-out (LIFO) method to the first-in,
first-out (FIFO) method for portions of our finished products, work-in-process
and raw materials inventories. We applied this change in method of inventory
costing retroactively by restating the prior years financial statements. The
effect of the change in method on previously reported operating results for the
three-months and six-months ended July 1, 2001 was to decrease net income by
($4.0) million ($0.33 loss per diluted share) and ($4.2) million ($0.35 loss
per diluted share), respectively.

NOTE 4. GOODWILL

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

On January 1, 2002, we adopted SFAS No. 142. Accordingly, we ceased
amortization of all previously recorded goodwill as of that date. A
transitional impairment test of all goodwill was required within six months of
adopting SFAS No. 142. We completed the transitional impairment test of
goodwill (as of January 1, 2002) required by the new rules during the second
quarter of 2002. Based on the results of these tests, the fair value of the
tested business units exceeded the carrying value of those business units and
thus no transitional impairment charge was recorded. At June 30, 2002, we
had $100.0 million of goodwill, net of $18.6 million of accumulated
amortization. The increase in goodwill during 2002 results from the
translation of the goodwill of our distribution center in The Netherlands whose
functional currency is the euro.

Income from continuing operations for the three and six-month periods of 2001,
adjusted to exclude amortization expense recognized related to goodwill would
have been $3.7 million, or $0.30 per diluted share and $11.4 million, or $0.91
per diluted share, respectively. Including the loss from discontinued
operations, net income for the three and six-month periods of 2001 adjusted to
exclude amortization expense related to goodwill would have been $0.1 million,
or $0.01 per diluted share and $7.0 million, or $0.56 per diluted share,
respectively. Adoption of SFAS No. 142 is expected to increase our net income
in 2002 by approximately $2.7 million net of tax or $0.22 per share due to the
elimination of amortization of goodwill.

5



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##### Table of Contents



NOTE 5. INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $0.3
million and $0.1 million for the three-month period ended June 30, 2002, and
$0.2 million and $0.4 million for the three-month period ended July 1, 2001.
Interest expense is net of interest income and capitalized interest of $0.3
million and $0.1 million for the six-month period ended June 30, 2002, and $0.5
million and $0.7 million for the six-month period ended July 1, 2001.

NOTE 6. DEBT

Long-term debt consists of the following:

|                                                                                                                                                          |  |               |         |                   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- |  | - | ------- | -
|                                                                                                                                                          |  | June 30, 2002 |         | December 31, 2001
|                                                                                                                                                          |  |               |         |                  
|(In thousands)                                                                                                                                            |  |               |         |                   |  |   |         |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Revolving Credit facility, interest averaged
5.5% in 2001, due April 2002 (refinanced on March 27, 2002 from proceeds of $120 million
10.5% Senior Notes) |  | $             |        |                   |  | $ | 97,906  |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Senior Notes, 10.5%, due April 2009                                                                                                                       |  |               | 120,000 |                   |  |   |        |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Discount on 10.5% Senior Notes, original issue
discount amortized over 7 years                                                                            |  |               | (1,402  | )                 |  |   |        |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Senior Notes, 7.375%, due August 2008                                                                                                                     |  |               | 150,000 |                   |  |   | 150,000 |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Discount on 7.375% Senior Notes, original issue
discount amortized over 10 years                                                                          |  |               | (193    | )                 |  |   | (208    | )
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Netherlands facility, 5.1% in 2001, due on demand                                                                                                         |  |               | 882     |                   |  |   | 1,671   |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Other foreign facilities                                                                                                                                  |  |               | 1,835   |                   |  |   | 13      |  
|                                                                                                                                                          |  |               |         |                   |  |   |         |  
|                                                                                                                                                          |  |               | 271,122 |                   |  |   | 249,382 |  
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|                                                                                                                                                         
|Less short-term borrowings                                                                                                                                |  |               | (895    | )                 |  |   | (1,684  | )
|                                                                                                                                                          |  |               |         |                   |  |   |         |  
|Totals                                                                                                                                                    |  | $             | 270,227 |                   |  | $ | 247,698 |  
|                                                                                                                                                          |  |               |         |                   |  |   |         |  

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

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

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

We also entered into a secured revolving credit facility concurrently with the
closing of the 10.5% Senior Notes offering. The new revolving credit facility
provides for up to a $37.5
million line of credit dependent on the levels of and secured by our eligible
accounts receivable and inventory. The new revolving credit facility provides
for interest at the Eurodollar rate plus

6



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##### Table of Contents



2.5% or the U.S. base rate plus 1%.
Commitment fees on the unused available portion of the facility are 0.5%. The
new revolving credit facility matures on March 27, 2005.

As of June 30, 2002, we had no outstanding obligations under our secured
revolving credit facility. We had approximately $4.7 million of
standby letters
of credit outstanding that are collateralized with the secured revolving
credit facility and approximately $32.8 million (subject to a $2 million excess
availability requirement) in additional borrowing availability thereunder.

NOTE 7. COMPREHENSIVE INCOME

Comprehensive income is as follows:

|                                                                                  |  |                           |       |                         |  |               |       |              |  |   |        |  |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ----- | ----------------------- |  | ------------- | ----- | ------------ |  | - | ------ |  |  | - | ------ | -
|                                                                                  |  | Three-month period ended: |       | Six-month period ended:
|                                                                                  |  |                           |       |                        
|                                                                                  |  | June 30, 2002             |       | July 1, 2001            |  | June 30, 2002 |       | July 1, 2001
|                                                                                  |  |                           |       |                         |  |               |       |             
|(In thousands)                                                                    |  |                           |       |                         |  |               |       |              |  |   |        |  |  |   |        |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net income (loss)                                                                 |  | $                         | 3,486 |                         |  | $             | (561  | )            |  | $ | 5,174  |  |  | $ | 5,566  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Translation
adjustment for
financial
statements
denominated in a
foreign currency |  |                           | 3,782 |                         |  |               | 3,689 |              |  |   | 3,660  |  |  |   | (1,238 | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Unrealized gain
(loss) on cash flow
hedges, net of tax                            |  |                           | 57    |                         |  |               | (372  | )            |  |   | 2,853  |  |  |   | (1,718 | )
|                                                                                  |  |                           |       |                         |  |               |       |              |  |   |        |  |  |   |        |  
|Comprehensive income                                                              |  | $                         | 7,325 |                         |  | $             | 2,756 |              |  | $ | 11,687 |  |  | $ | 2,610  |  
|                                                                                  |  |                           |       |                         |  |               |       |              |  |   |        |  |  |   |        |  

7



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NOTE 8. INDUSTRY SEGMENTS

Our reportable segments are based on our three product groups: commercial
products, wholesale products and rod, bar and other products. Commercial
products consist primarily of high value added products sold directly to
original equipment manufacturers. Wholesale products are commodity-type
plumbing tube products, which are primarily sold to plumbing wholesalers and
distributors. Rod, bar and other consist of products sold to a variety of
customers. 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 June 30, 2002 |              |              |              |         |            |         |           |        |         |        |              |        |          |        |   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Net sales    |              | $            | 118,868 |            |         | $         | 24,883 |         |        | $            | 8,796  |          |        | $ | 152,547 |        
|                                      
|                                      
|                                      
|                                      
|                                       | Gross profit |              |              | 17,317  |            |         |           | 1,355  |         |        |              | 540    |          |        |   | 19,212  |        
|                                      
|                                      
|                                      
|                                      
|Three-month period ended July 1, 2001  |              |              |              |         |            |         |           |        |         |        |              |        |          |        |   |        
|                                      
|                                      
|                                      
|                                      
|                                       |              | Net sales    |              | $       | 124,508    |         |           | $      | 25,776  |        |              | $      | 11,233   |        |   | $       | 161,517 |        
|                                      
|                                      
|                                      
|                                      
|                                       |              | Gross profit |              |         | 12,667     |         |           |        | 2,022   |        |              |        | 1,103    |        |   |         | 15,792  |        
|                                      
|                                      
|                                      
|                                      
|Six-month period ended June 30, 2002   |              |              |              |         |            |         |           |        |         |        |              |        |          |        |   |        
|                                      
|                                      
|                                      
|                                      
|                                       |              |              | Net sales    |         | $          | 225,221 |           |        | $       | 46,887 |              |        | $        | 17,982 |   |         | $       | 290,090 | 
|                                      
|                                      
|                                      
|                                      
|                                       |              |              | Gross profit |         |            | 29,491  |           |        |         | 2,945  |              |        |          | 1,099  |   |         |         | 33,535  | 
|                                      
|                                      
|                                      
|                                      
|Six-month period ended July 1, 2001    |              |              |              |         |            |         |           |        |         |        |              |        |          |        |   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Net sales    |              | $            | 261,126 |            |         | $         | 49,271 |         |        | $            | 23,557 |          |        | $ | 333,954 |        
|                                      
|                                      
|                                      
|                                      
|                                       | Gross profit |              |              | 31,159  |            |         |           | 4,297  |         |        |              | 2,102  |          |        |   | 37,558  |        

The financial information for the periods ended July 1, 2001 concerning our
reportable segments has been restated to reflect the change in method of
accounting for inventories (Note 3) and the reclassification of Wolverine
Ratcliffs, Inc. as discontinued operations (Note 10).

8



---



##### Table of Contents



NOTE 9. EARNINGS PER SHARE

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

|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |       |  
|------------------------------------------------------------ | --------------------------------- | - | ------------------------- | ---- | ----------------------- | - | ------------- | ----- | ------------ | - | ------ | ---- |  | - | ------ | ----- | -
|                                                             |                                   |   | Three-month period ended: |      | Six-month period ended:
|                                                             |                                   |   |                           |      |                        
|                                                             |                                   |   | June 30, 2002             |      | July 1, 2001            |   | June 30, 2002 |       | July 1, 2001
|                                                             |                                   |   |                           |      |                         |   |               |       |             
|(In thousands, except per share data)                        |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income from continuing operations                            |                                   | $ | 3,486                     |      |                         | $ | 3,082         |       |              | $ | 5,174  |      |  | $ | 10,057 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Loss from discontinued operations, net of tax                |                                   |   |                          |      |                         |   | (3,643        | )     |              |   |       |      |  |   | (4,491 | )    
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Net income (loss)                                            |                                   |   | 3,486                     |      |                         |   | (561          | )     |              |   | 5,174  |      |  |   | 5,566  |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Dividends on preferred stock                                 |                                   |   |                          |      |                         |   | (70           | )     |              |   | (58    | )    |  |   | (140   | )    
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Net income (loss) applicable to common shares                |                                   | $ | 3,486                     |      |                         | $ | (631          | )     |              | $ | 5,116  |      |  | $ | 5,426  |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Basic weighted average common shares                         |                                   |   | 12,251                    |      |                         |   | 12,073        |       |              |   | 12,200 |      |  |   | 12,063 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Stock options                                                |                                   |   | 118                       |      |                         |   | 332           |       |              |   | 128    |      |  |   | 248    |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Diluted weighted average common and common equivalent shares |                                   |   | 12,369                    |      |                         |   | 12,405        |       |              |   | 12,328 |      |  |   | 12,311 |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Earnings per common share  basic:                           |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Income from continuing operations |   | $                         | 0.28 |                         |   | $             | 0.25  |              |   | $      | 0.42 |  |   | $      | 0.82  |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Loss from discontinued operations |   |                           |     |                         |   |               | (0.30 | )            |   |        |     |  |   |        | (0.37 | )
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Net income (loss) per common share  basic                   |                                   | $ | 0.28                      |      |                         | $ | (0.05         | )     |              | $ | 0.42   |      |  | $ | 0.45   |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Earnings per common share  diluted:                         |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Income from continuing operations |   | $                         | 0.28 |                         |   | $             | 0.24  |              |   | $      | 0.41 |  |   | $      | 0.80  |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Loss from discontinued operations |   |                           |     |                         |   |               | (0.29 | )            |   |        |     |  |   |        | (0.36 | )
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      
|Net income (loss) per common share  diluted                 |                                   | $ | 0.28                      |      |                         | $ | (0.05         | )     |              | $ | 0.41   |      |  | $ | 0.44   |      
|                                                             |                                   |   |                           |      |                         |   |               |       |              |   |        |      |  |   |        |      

The financial information for the periods ended July 1, 2001 has been restated
to reflect the change in method of accounting for inventories (Note 3) and the
reclassification of Wolverine Ratcliffs, Inc. as discontinued operations (Note
10).

On April 11, 2002, we granted 383,075 stock options to our employees,
management and directors in conjunction with an option exchange offer that we
made available to our U.S. and Canadian stock option holders under our 1993
Equity Incentive Plan and 1993 Stock Option Plan for Outside Directors in the
third quarter of 2001. Under this option exchange offer, eligible optionees
were given the right to exchange options with an exercise price of $20.00 per
share or greater for new options to purchase one share for every two shares
exchanged. New options granted under the 1993 Equity Incentive Plan have an
exercise price of $8.60 per share, which was the closing price of our common
stock on April 11, 2002. New options granted under the 1993 Stock Option Plan
for Outside Directors have an exercise price of $8.84 per share which was
determined by the average market price of our stock on April 11, 2002 and the
four preceding trading days.

In addition to the shares granted in conjunction with the option exchange
offer, to date in 2002, we have granted 206,063 stock options to our employees
and management under our 1993 Equity Incentive Plan with an average exercise
price of $8.62 per share and 67,086 stock options

9



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##### Table of Contents



to our outside directors
under the 1993 Stock Option Plan for Outside Directors with an average exercise
price of $8.85 per share.

NOTE 10. DISCONTINUED OPERATIONS

During the year ended December 31, 2001, we decided to discontinue the
operations of Wolverine Ratcliffs, Inc. (WRI), which were previously included
in the rod, bar and other products reportable segment. As of December 31,
2001, we held a 74.5% ownership interest in this business. We have
subsequently acquired the remaining 25.5% interest in WRI and in July 2002, we
merged WRI into Wolverine Tube (Canada), Inc. to facilitate the liquidation of
the business. Accordingly, the operating results of WRI have been restated and
reported in discontinued operations in the consolidated financial statements.
In the fourth quarter of 2001, we recorded a $31.5 million ($23.9 million after
tax) estimated loss on the disposal of the WRI operations, which included a
$2.5 million ($1.6 million after tax) provision for estimated losses during the
expected phase-out period of June 30, 2002. We engaged a financial advisor to
pursue opportunities to dispose of the business but we have not been able to
dispose of the business as a going concern and thus have commenced liquidation
of the business with a targeted completion date of no later than December 31,
2002. As of June 30, 2002, all manufacturing operations of WRI have stopped
and its inventory has been substantially liquidated. Based on our best
estimates of the most likely outcome, considering, among other things, our
knowledge of valuations of strip production assets, we continue to estimate a
$31.5 million ($23.9 million after tax) loss on the disposal of the business,
to include a $2.5 million ($1.6 million after tax) provision for net estimated
losses during the extended phase-out period of December 31, 2002. We have
realized approximately $7 million of pretax proceeds from the realization or
sale of the assets of the business, net of our cash payments to settle the
liabilities of the discontinued operations during the six months ended June 30,
2002. To the extent actual results should differ from our estimate, the
difference will be reported in discontinued operations in future periods.

Operating results of the discontinued WRI operations are as follows:

|                               |  |                           |       |                         |  |               |        |              |  |   |        |   |  |   |        |  
|------------------------------ |  | ------------------------- | ----- | ----------------------- |  | ------------- | ------ | ------------ |  | - | ------ | - |  | - | ------ | -
|                               |  | Three month period ended: |       | Six month period ended:
|                               |  |                           |       |                        
|                               |  | June 30, 2002             |       | July 1, 2001            |  | June 30, 2002 |        | July 1, 2001
|                               |  |                           |       |                         |  |               |        |             
|(In thousands)                 |  |                           |       |                         |  |               |        |              |  |   |        |   |  |   |        |  
|                              
|                              
|                              
|                              
|Net sales                      |  | $                         | 3,925 |                         |  | $             | 13,434 |              |  | $ | 12,051 |   |  | $ | 30,546 |  
|                              
|                              
|                              
|                              
|Loss before income tax benefit |  | $                         | (828  | )                       |  | $             | (5,957 | )            |  | $ | (2,953 | ) |  | $ | (7,125 | )
|                              
|                              
|                              
|                              
|Income tax benefit             |  |                           | 186   |                         |  |               | 2,314  |              |  |   | 851    |   |  |   | 2,634  |  
|                               |  |                           |       |                         |  |               |        |              |  |   |        |   |  |   |        |  
|Net loss                       |  | $                         | (642  | )                       |  | $             | (3,643 | )            |  | $ | (2,102 | ) |  | $ | (4,491 | )
|                               |  |                           |       |                         |  |               |        |              |  |   |        |   |  |   |        |  

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 of $4.1
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.

10



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Net assets of the discontinued WRI operations are as follows:

|                                      |  |               |        |                   |  |   |         |  
|------------------------------------- |  | ------------- | ------ | ----------------- |  | - | ------- | -
|                                      |  | June 30, 2002 |        | December 31, 2001
|                                      |  |               |        |                  
|(In thousands)                        |  |               |        |                   |  |   |         |  
|                                     
|                                     
|                                     
|                                     
|Cash and equivalents                  |  | $             | 6,406  |                   |  | $ | 2,165   |  
|                                     
|                                     
|                                     
|                                     
|Other current assets                  |  |               | 2,605  |                   |  |   | 17,203  |  
|                                     
|                                     
|                                     
|                                     
|Assets held for sale                  |  |               | 4,122  |                   |  |   | 3,691   |  
|                                     
|                                     
|                                     
|                                     
|Deferred income taxes                 |  |               | 13,001 |                   |  |   | 11,935  |  
|                                     
|                                     
|                                     
|                                     
|Other assets                          |  |               | 140    |                   |  |   | 192     |  
|                                     
|                                     
|                                     
|                                     
|Current liabilities                   |  |               | (6,926 | )                 |  |   | (12,626 | )
|                                     
|                                     
|                                     
|                                     
|Other liabilities                     |  |               | (96    | )                 |  |   | (75     | )
|                                      |  |               |        |                   |  |   |         |  
|Net assets of discontinued operations |  | $             | 19,252 |                   |  | $ | 22,485  |  
|                                      |  |               |        |                   |  |   |         |  

NOTE 11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

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

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

11



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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended June 30, 2002
(Unaudited)

|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |       | 
|------------------------------------------------------------ | --------------------------- | - | ------ | ----- | ---------- | - | ------------ | ------ | ------------- | - | ------------ | ---- | - | - | ------- | - |  | - | ------- | ----- | 
|                                                             |                             |   |        |       |            |   | Subsidiary   |        | Non-Guarantor |   |              |      |   |   |         |   | 
|                                                             |                             |   | Parent |       | Guarantors |   | Subsidiaries |        | Eliminations  |   | Consolidated
|                                                             |                             |   |        |       |            |   |              |        |               |   |             
|(In thousands)                                               |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|Net sales                                                    |                             | $ | 81,459 |       |            | $ | 33,746       |        |               | $ | 47,554       |      |   | $ | (10,212 | ) |  | $ | 152,547 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Cost of goods sold                                           |                             |   | 72,614 |       |            |   | 28,995       |        |               |   | 41,938       |      |   |   | (10,212 | ) |  |   | 133,335 |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Gross profit                                                 |                             |   | 8,845  |       |            |   | 4,751        |        |               |   | 5,616        |      |   |   |        |   |  |   | 19,212  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, general and administrative expenses                 |                             |   | 6,700  |       |            |   | 737          |        |               |   | 813          |      |   |   |        |   |  |   | 8,250   |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Operating income                                             |                             |   | 2,145  |       |            |   | 4,014        |        |               |   | 4,803        |      |   |   |        |   |  |   | 10,962  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Other (income) expenses:                                     |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest expense, net       |   |        | 5,738 |            |   |              | (6     | )             |   |              | (161 | ) |   |         |  |  |   |         | 5,571 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Amortization and other, net |   |        | 996   |            |   |              | (1,215 | )             |   |              | 743  |   |   |         |  |  |   |         | 524   | 
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations
before income taxes |                             |   | (4,589 | )     |            |   | 5,235        |        |               |   | 4,221        |      |   |   |        |   |  |   | 4,867   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax provision (benefit)                               |                             |   | (1,757 | )     |            |   | 2,007        |        |               |   | 1,131        |      |   |   |        |   |  |   | 1,381   |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (2,832 | )     |            |   | 3,228        |        |               |   | 3,090        |      |   |   |        |   |  |   | 3,486   |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Income (loss) from discontinued operations,
net of tax       |                             |   |       |       |            |   | (729         | )      |               |   | 729          |      |   |   |        |   |  |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|Equity in earnings of subsidiaries                           |                             |   | 6,318  |       |            |   |             |        |               |   |             |      |   |   | (6,318  | ) |  |   |        |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Net income                                                   |                             | $ | 3,486  |       |            | $ | 2,499        |        |               | $ | 3,819        |      |   | $ | (6,318  | ) |  | $ | 3,486   |      
|                                                             |                             |   |        |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three Months Ended July 1, 2001
(Unaudited)

|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |       | 
|------------------------------------------------------------ | --------------------------- | - | ------ | ----- | ---------- | - | ------------ | ---- | ------------- | - | ------------ | ---- | - | - | ------ | - |  | - | ------- | ----- | 
|                                                             |                             |   |        |       |            |   | Subsidiary   |      | Non-Guarantor |   |              |      |   |   |        |   | 
|                                                             |                             |   | Parent |       | Guarantors |   | Subsidiaries |      | Eliminations  |   | Consolidated
|                                                             |                             |   |        |       |            |   |              |      |               |   |             
|(In thousands)                                               |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|Net sales                                                    |                             | $ | 85,095 |       |            | $ | 34,898       |      |               | $ | 48,511       |      |   | $ | (6,987 | ) |  | $ | 161,517 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Cost of goods sold                                           |                             |   | 79,628 |       |            |   | 30,441       |      |               |   | 42,643       |      |   |   | (6,987 | ) |  |   | 145,725 |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Gross profit                                                 |                             |   | 5,467  |       |            |   | 4,457        |      |               |   | 5,868        |      |   |   |       |   |  |   | 15,792  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, general and administrative expenses                 |                             |   | 6,144  |       |            |   | 1,265        |      |               |   | 852          |      |   |   |       |   |  |   | 8,261   |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Operating income (loss) from continuing operations           |                             |   | (677   | )     |            |   | 3,192        |      |               |   | 5,016        |      |   |   |       |   |  |   | 7,531   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Other (income) expenses:                                     |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest expense, net       |   |        | 3,838 |            |   |              | (57  | )             |   |              | (667 | ) |   |        |  |  |   |         | 3,114 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Amortization and other, net |   |        | 488   |            |   |              | (202 | )             |   |              | (100 | ) |   |        |  |  |   |         | 186   | 
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) from continuing operations before income taxes |                             |   | (5,003 | )     |            |   | 3,451        |      |               |   | 5,783        |      |   |   |       |   |  |   | 4,231   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax provision (benefit)                               |                             |   | (1,838 | )     |            |   | 1,397        |      |               |   | 1,590        |      |   |   |       |   |  |   | 1,149   |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (3,165 | )     |            |   | 2,054        |      |               |   | 4,193        |      |   |   |       |   |  |   | 3,082   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income (loss) from discontinued operations, net of tax       |                             |   |       |       |            |   |             |      |               |   | (3,643       | )    |   |   |       |   |  |   | (3,643  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|Equity in earnings of subsidiaries                           |                             |   | 2,604  |       |            |   |             |      |               |   |             |      |   |   | (2,604 | ) |  |   |        |      
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      
|Net income (loss)                                            |                             | $ | (561   | )     |            | $ | 2,054        |      |               | $ | 550          |      |   | $ | (2,604 | ) |  | $ | (561    | )    
|                                                             |                             |   |        |       |            |   |              |      |               |   |              |      |   |   |        |   |  |   |         |      

12



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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Six Months Ended June 30, 2002
(Unaudited)

|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |       | 
|------------------------------------------------------------ | --------------------------- | - | ------- | ----- | ---------- | - | ------------ | ------ | ------------- | - | ------------ | ----- | - | - | ------- | - |  | - | ------- | ----- | 
|                                                             |                             |   |         |       |            |   | Subsidiary   |        | Non-Guarantor |   |              |       |   |   |         |   | 
|                                                             |                             |   | Parent  |       | Guarantors |   | Subsidiaries |        | Eliminations  |   | Consolidated
|                                                             |                             |   |         |       |            |   |              |        |               |   |             
|(In thousands)                                               |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|Net sales                                                    |                             | $ | 152,227 |       |            | $ | 66,500       |        |               | $ | 91,228       |       |   | $ | (19,865 | ) |  | $ | 290,090 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Cost of goods sold                                           |                             |   | 138,941 |       |            |   | 57,389       |        |               |   | 80,090       |       |   |   | (19,865 | ) |  |   | 256,555 |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|Gross profit                                                 |                             |   | 13,286  |       |            |   | 9,111        |        |               |   | 11,138       |       |   |   |        |   |  |   | 33,535  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, general and administrative expenses                 |                             |   | 13,034  |       |            |   | 1,524        |        |               |   | 1,596        |       |   |   |        |   |  |   | 16,154  |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|Operating income from continuing operations                  |                             |   | 252     |       |            |   | 7,587        |        |               |   | 9,542        |       |   |   |        |   |  |   | 17,381  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Other (income) expenses:                                     |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest expense, net       |   |         | 9,825 |            |   |              | (11    | )             |   |              | (513  | ) |   |         |  |  |   |         | 9,301 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Amortization and other, net |   |         | 1,382 |            |   |              | (2,155 | )             |   |              | 1,375 |   |   |         |  |  |   |         | 602   | 
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations
before income taxes |                             |   | (10,955 | )     |            |   | 9,753        |        |               |   | 8,680        |       |   |   |        |   |  |   | 7,478   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax provision (benefit)                               |                             |   | (3,995  | )     |            |   | 3,821        |        |               |   | 2,478        |       |   |   |        |   |  |   | 2,304   |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (6,960  | )     |            |   | 5,932        |        |               |   | 6,202        |       |   |   |        |   |  |   | 5,174   |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income (loss) from discontinued operations,
net of tax       |                             |   |        |       |            |   | (729         | )      |               |   | 729          |       |   |   |        |   |  |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|Equity in earnings of subsidiaries                           |                             |   | 12,134  |       |            |   |             |        |               |   |             |       |   |   | (12,134 | ) |  |   |        |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      
|Net income                                                   |                             | $ | 5,174   |       |            | $ | 5,203        |        |               | $ | 6,931        |       |   | $ | (12,134 | ) |  | $ | 5,174   |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |       |   |   |         |   |  |   |         |      

Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
For the Six Months Ended July 1, 2001
(Unaudited)

|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |       | 
|------------------------------------------------------------ | --------------------------- | - | ------- | ----- | ---------- | - | ------------ | ------ | ------------- | - | ------------ | ---- | - | - | ------- | - |  | - | ------- | ----- | 
|                                                             |                             |   |         |       |            |   | Subsidiary   |        | Non-Guarantor |   |              |      |   |   |         |   | 
|                                                             |                             |   | Parent  |       | Guarantors |   | Subsidiaries |        | Eliminations  |   | Consolidated
|                                                             |                             |   |         |       |            |   |              |        |               |   |             
|(In thousands)                                               |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|Net sales                                                    |                             | $ | 180,155 |       |            | $ | 72,878       |        |               | $ | 96,923       |      |   | $ | (16,002 | ) |  | $ | 333,954 |      
|                                                            
|                                                            
|                                                            
|                                                            
|Cost of goods sold                                           |                             |   | 161,421 |       |            |   | 64,693       |        |               |   | 86,284       |      |   |   | (16,002 | ) |  |   | 296,396 |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Gross profit                                                 |                             |   | 18,734  |       |            |   | 8,185        |        |               |   | 10,639       |      |   |   |        |   |  |   | 37,558  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Selling, general and administrative expenses                 |                             |   | 11,965  |       |            |   | 2,647        |        |               |   | 1,708        |      |   |   |        |   |  |   | 16,320  |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Operating income from continuing operations                  |                             |   | 6,769   |       |            |   | 5,538        |        |               |   | 8,931        |      |   |   |        |   |  |   | 21,238  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Other (income) expenses:                                     |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest expense, net       |   |         | 7,766 |            |   |              | (143   | )             |   |              | (735 | ) |   |         |  |  |   |         | 6,888 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Amortization and other, net |   |         | 3,734 |            |   |              | (3,363 | )             |   |              | (264 | ) |   |         |  |  |   |         | 107   | 
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations
before income taxes |                             |   | (4,731  | )     |            |   | 9,044        |        |               |   | 9,930        |      |   |   |        |   |  |   | 14,243  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax provision (benefit)                               |                             |   | (2,010  | )     |            |   | 3,727        |        |               |   | 2,469        |      |   |   |        |   |  |   | 4,186   |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Income (loss) from continuing operations                     |                             |   | (2,721  | )     |            |   | 5,317        |        |               |   | 7,461        |      |   |   |        |   |  |   | 10,057  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Loss from discontinued operations, net of tax                |                             |   |        |       |            |   |             |        |               |   | (4,491       | )    |   |   |        |   |  |   | (4,491  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|Equity in earnings of subsidiaries                           |                             |   | 8,287   |       |            |   |             |        |               |   |             |      |   |   | (8,287  | ) |  |   |        |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      
|Net income                                                   |                             | $ | 5,566   |       |            | $ | 5,317        |        |               | $ | 2,970        |      |   | $ | (8,287  | ) |  | $ | 5,566   |      
|                                                             |                             |   |         |       |            |   |              |        |               |   |              |      |   |   |         |   |  |   |         |      

13



---



##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2002
(Unaudited)

|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |        | 
|------------------------------------------ | -------------------- | -------------------------- | ------- | ------ | ------ | ---------- | ------- | ------------ | ------- | ------------- | ------- | ------------ | ------ | - | -------- | - | ---- | - | ------- | ------ | ------ | 
|                                           |                      |                            |         |        |        |            |         | Subsidiary   |         | Non-Guarantor |         |              |        |   |          |   |      |  
|                                           |                      |                            |         | Parent |        | Guarantors |         | Subsidiaries |         | Eliminations  |         | Consolidated
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |             
|(In thousands)                             |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |       
|                                          
|                                          
|                                          
|                                          
|Assets                                     |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |       
|                                          
|                                          
|                                          
|                                          
|Current assets                             |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |       
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and equivalents |                            | $       | 18,919 |        |            | $       |             |         |               | $       | 26,518       |        |   | $        |  |      |   | $       | 45,437 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Accounts receivable, net   |         |        | (31    | )          |         |              | 61,555  |               |         |              | 29,428 |   |          |   |     |   |         |        | 90,952 | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Inventories                |         |        | 50,369 |            |         |              | 13,487  |               |         |              | 18,420 |   |          |   |     |   |         |        | 82,276 | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Refundable income taxes    |         |        | 5,714  |            |         |              | (2,488  | )             |         |              | (1,133 | ) |          |   |     |   |         |        | 2,093  | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Prepaid expenses and other |         |        | 4,806  |            |         |              | 4,764   |               |         |              | 688    |   |          |   |     |   |         |        | 10,258 | 
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Total current assets                       |                      |                            | 79,777  |        |        |            | 77,318  |              |         |               | 73,921  |              |        |   |         |   |      |   | 231,016 |       
|                                          
|                                          
|                                          
|                                          
|Property, plant and equipment, net         |                      |                            | 144,842 |        |        |            | 34,710  |              |         |               | 35,261  |              |        |   |         |   |      |   | 214,813 |       
|                                          
|                                          
|                                          
|                                          
|Deferred charges, net                      |                      |                            | 10,630  |        |        |            | 57      |              |         |               | 427     |              |        |   |         |   |      |   | 11,114  |       
|                                          
|                                          
|                                          
|                                          
|Goodwill,
net                              |                      |                            | 23,154  |        |        |            | 75,521  |              |         |               | 1,352   |              |        |   |         |   |      |   | 100,027 |       
|                                          
|                                          
|                                          
|                                          
|Assets held for sale                       |                      |                            | 5,381   |        |        |            |        |              |         |               | 4,122   |              |        |   |         |   |      |   | 9,503   |       
|                                          
|                                          
|                                          
|                                          
|Prepaid pensions                           |                      |                            | 3,063   |        |        |            |        |              |         |               | 1,179   |              |        |   |         |   |      |   | 4,242   |       
|                                          
|                                          
|                                          
|                                          
|Investments in subsidiaries                |                      |                            | 360,198 |        |        |            | 302     |              |         |               |        |              |        |   | (360,500 | ) |      |   |        |       
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Total assets                               |                      | $                          | 627,045 |        |        | $          | 187,908 |              |         | $             | 116,262 |              |        | $ | (360,500 | ) |      | $ | 570,715 |       
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Liabilities and Stockholders Equity       |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |       
|                                          
|                                          
|                                          
|                                          
|Current liabilities                        |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |       
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Accounts payable           |         | $      | 23,595 |            |         | $            | 3,845   |               |         | $            | 12,037 |   |          | $ | (477 | ) |         | $      | 39,000 | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Accrued liabilities        |         |        | 11,877 |            |         |              | 848     |               |         |              | 7,536  |   |          |   |     |   |         |        | 20,261 | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Short-term borrowings      |         |        |       |            |         |              |        |               |         |              | 895    |   |          |   |     |   |         |        | 895    | 
|                                          
|                                          
|                                          
|                                          
|                                           |                      | Intercompany balances      |         |        | 85,807 |            |         |              | (93,224 | )             |         |              | 6,940  |   |          |   | 477  |   |         |        |       | 
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Total current liabilities                  |                      |                            | 121,279 |        |        |            | (88,531 | )            |         |               | 27,408  |              |        |   |         |   |      |   | 60,156  |       
|                                          
|                                          
|                                          
|                                          
|Deferred income taxes                      |                      |                            | 11,070  |        |        |            | 6,144   |              |         |               | (8,377  | )            |        |   |         |   |      |   | 8,837   |       
|                                          
|                                          
|                                          
|                                          
|Long-term debt                             |                      |                            | 268,405 |        |        |            |        |              |         |               | 1,822   |              |        |   |         |   |      |   | 270,227 |       
|                                          
|                                          
|                                          
|                                          
|Postretirement benefit obligation          |                      |                            | 10,579  |        |        |            |        |              |         |               | 5,197   |              |        |   |         |   |      |   | 15,776  |       
|                                          
|                                          
|                                          
|                                          
|Accrued environmental remediation          |                      |                            | 1,407   |        |        |            |        |              |         |               | 8       |              |        |   |         |   |      |   | 1,415   |       
|                                          
|                                          
|                                          
|                                          
|Total liabilities                          |                      |                            | 412,740 |        |        |            | (82,387 | )            |         |               | 26,058  |              |        |   |         |   |      |   | 356,411 |       
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Stockholders equity                       |                      |                            | 214,305 |        |        |            | 270,295 |              |         |               | 90,204  |              |        |   | (360,500 | ) |      |   | 214,304 |       
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       
|Total liabilities and stockholders equity |                      | $                          | 627,045 |        |        | $          | 187,908 |              |         | $             | 116,262 |              |        | $ | (360,500 | ) |      | $ | 570,715 |       
|                                           |                      |                            |         |        |        |            |         |              |         |               |         |              |        |   |          |   |      |   |         |        |       

14



---



##### Table of Contents



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

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

15



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Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six-months ended June 30, 2002
(Unaudited)

|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------- | ------------- |  | ------------ | ------ | - |  | - | ------- | - |  | - | ------- | -
|                                                        |  |        |         |            |  | Subsidiary   |         | Non-Guarantor |  |              |        |   |  |   |         |  
|                                                        |  | Parent |         | Guarantors |  | Subsidiaries |         | Eliminations  |  | Consolidated
|                                                        |  |        |         |            |  |              |         |               |  |             
|(In thousands)                                          |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Operating Activities                                    |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Income from continuing operations                       |  | $      | 5,174   |            |  | $            | 5,933   |               |  | $            | 6,201  |   |  | $ | (12,134 | ) |  | $ | 5,174   |  
|                                                       
|                                                       
|                                                       
|                                                       
|Depreciation and amortization                           |  |        | 5,793   |            |  |              | 1,654   |               |  |              | 1,278  |   |  |   |        |   |  |   | 8,725   |  
|                                                       
|                                                       
|                                                       
|                                                       
|Other non-cash items                                    |  |        | 204     |            |  |              |        |               |  |              |       |   |  |   |        |   |  |   | 204     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Changes in operating assets and liabilities             |  |        | 15,008  |            |  |              | (13,527 | )             |  |              | (4,055 | ) |  |   |        |   |  |   | (2,574  | )
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash provided by (used for) operating activities    |  |        | 26,179  |            |  |              | (5,940  | )             |  |              | 3,424  |   |  |   | (12,134 | ) |  |   | 11,529  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Investing Activities                                    |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Additions to property, plant and equipment              |  |        | (2,313  | )          |  |              | (305    | )             |  |              | (662   | ) |  |   |        |   |  |   | (3,280  | )
|                                                       
|                                                       
|                                                       
|                                                       
|Equity in earnings of subsidiaries                      |  |        | (12,134 | )          |  |              |        |               |  |              |       |   |  |   | 12,134  |   |  |   |        |  
|                                                       
|                                                       
|                                                       
|                                                       
|Other                                                   |  |        |        |            |  |              | (1      | )             |  |              | 1      |   |  |   |        |   |  |   |        |  
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash used for investing activities                  |  |        | (14,447 | )          |  |              | (306    | )             |  |              | (661   | ) |  |   | 12,134  |   |  |   | (3,280  | )
|                                                       
|                                                       
|                                                       
|                                                       
|Financing Activities                                    |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Financing fees and expenses paid                        |  |        | (8,398  | )          |  |              |        |               |  |              |       |   |  |   |        |   |  |   | (8,398  | )
|                                                       
|                                                       
|                                                       
|                                                       
|Net payments on revolving credit facilities             |  |        | (97,907 | )          |  |              |        |               |  |              | (789   | ) |  |   |        |   |  |   | (98,696 | )
|                                                       
|                                                       
|                                                       
|                                                       
|Intercompany borrowings (payments)                      |  |        | (4,065  | )          |  |              | 6,975   |               |  |              | (2,910 | ) |  |   |        |   |  |   |        |  
|                                                       
|                                                       
|                                                       
|                                                       
|Net increase in note payable                            |  |        |        |            |  |              |        |               |  |              | 1,822  |   |  |   |        |   |  |   | 1,822   |  
|                                                       
|                                                       
|                                                       
|                                                       
|Proceeds from issuance of senior notes                  |  |        | 118,546 |            |  |              |        |               |  |              |       |   |  |   |        |   |  |   | 118,546 |  
|                                                       
|                                                       
|                                                       
|                                                       
|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    |  |        | 7,187   |            |  |              | 6,975   |               |  |              | (1,877 | ) |  |   |        |   |  |   | 12,285  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Effect of exchange rate on cash and equivalents         |  |        |        |            |  |              |        |               |  |              | 740    |   |  |   |        |   |  |   | 740     |  
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net cash provided by continuing operations              |  |        | 18,919  |            |  |              | 729     |               |  |              | 1,626  |   |  |   |        |   |  |   | 21,274  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Net cash provided by (used for) discontinued
operations |  |        |        |            |  |              | (729    | )             |  |              | 2,153  |   |  |   |        |   |  |   | 1,424   |  
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|Net increase in cash and equivalents                    |  |        | 18,919  |            |  |              |        |               |  |              | 3,779  |   |  |   |        |   |  |   | 22,698  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Cash and equivalents at beginning of period             |  |        |        |            |  |              |        |               |  |              | 22,739 |   |  |   |        |   |  |   | 22,739  |  
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  
|Cash and equivalents at end of period                   |  | $      | 18,919  |            |  | $            |        |               |  | $            | 26,518 |   |  | $ |        |   |  | $ | 45,437  |  
|                                                        |  |        |         |            |  |              |         |               |  |              |        |   |  |   |         |   |  |   |         |  

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##### Table of Contents



Wolverine Tube, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six-months ended July 1, 2001
(Unaudited)

|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------- |  | ------------ | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                         |  |        |         |            |  | Subsidiary   |        | Non-Guarantor |  |              |        |   |  |   |        |  
|                                                         |  | Parent |         | Guarantors |  | Subsidiaries |        | Eliminations  |  | Consolidated
|                                                         |  |        |         |            |  |              |        |               |  |             
|(In thousands)                                           |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|                                                        
|                                                        
|                                                        
|                                                        
|Operating Activities                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|                                                        
|                                                        
|                                                        
|                                                        
|Income from continuing operations                        |  | $      | 5,567   |            |  | $            | 5,317  |               |  | $            | 7,462  |   |  | $ | (8,289 | ) |  | $ | 10,057  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Depreciation and amortization                            |  |        | 5,222   |            |  |              | 2,657  |               |  |              | 1,067  |   |  |   |       |   |  |   | 8,946   |  
|                                                        
|                                                        
|                                                        
|                                                        
|Other non-cash items                                     |  |        | (1,404  | )          |  |              | (722   | )             |  |              | 6      |   |  |   |       |   |  |   | (2,120  | )
|                                                        
|                                                        
|                                                        
|                                                        
|Changes in operating assets and liabilities              |  |        | 14,030  |            |  |              | (6,813 | )             |  |              | (6,288 | ) |  |   |       |   |  |   | 929     |  
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) operating activities     |  |        | 23,415  |            |  |              | 439    |               |  |              | 2,247  |   |  |   | (8,289 | ) |  |   | 17,812  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Investing Activities                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|                                                        
|                                                        
|                                                        
|                                                        
|Additions to property, plant and equipment               |  |        | (13,123 | )          |  |              | (842   | )             |  |              | (3,566 | ) |  |   |       |   |  |   | (17,531 | )
|                                                        
|                                                        
|                                                        
|                                                        
|Equity in earnings of subsidiaries                       |  |        | (8,289  | )          |  |              |       |               |  |              |       |   |  |   | 8,289  |   |  |   |        |  
|                                                        
|                                                        
|                                                        
|                                                        
|Acquisition of business assets                           |  |        | (1,529  | )          |  |              | 16     |               |  |              | (75    | ) |  |   |       |   |  |   | (1,588  | )
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash used for investing activities                   |  |        | (22,941 | )          |  |              | (826   | )             |  |              | (3,641 | ) |  |   | 8,289  |   |  |   | (19,119 | )
|                                                        
|                                                        
|                                                        
|                                                        
|Financing Activities                                     |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|                                                        
|                                                        
|                                                        
|                                                        
|Net borrowings (payments) on revolving credit
facilities |  |        | 14,488  |            |  |              | (1,889 | )             |  |              | (1,072 | ) |  |   |       |   |  |   | 11,527  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Intercompany borrowings (payments)                       |  |        | (9,851  | )          |  |              | 2,276  |               |  |              | 7,575  |   |  |   |       |   |  |   |        |  
|                                                        
|                                                        
|                                                        
|                                                        
|Net decrease in note payable                             |  |        |         |            |  |              |       |               |  |              | (333   | ) |  |   |       |   |  |   | (333    | )
|                                                        
|                                                        
|                                                        
|                                                        
|Issuance of common stock                                 |  |        | 113     |            |  |              |       |               |  |              |        |   |  |   |       |   |  |   | 113     |  
|                                                        
|                                                        
|                                                        
|                                                        
|Dividends paid on preferred stock                        |  |        | (140    | )          |  |              |       |               |  |              |       |   |  |   |       |   |  |   | (140    | )
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) financing activities     |  |        | 4,610   |            |  |              | 387    |               |  |              | 6,170  |   |  |   |       |   |  |   | 11,167  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Effect of exchange rate on cash and equivalents          |  |        |        |            |  |              |       |               |  |              | (426   | ) |  |   |       |   |  |   | (426    | )
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Net cash provided by (used for) continuing
operations    |  |        | 5,084   |            |  |              |       |               |  |              | 4,350  |   |  |   |       |   |  |   | 9,434   |  
|                                                        
|                                                        
|                                                        
|                                                        
|Net cash used for discontinued operations                |  |        |        |            |  |              |       |               |  |              | (6,778 | ) |  |   |       |   |  |   | (6,778  | )
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Net increase (decrease) in cash and equivalents          |  |        | 5,084   |            |  |              |       |               |  |              | (2,428 | ) |  |   |       |   |  |   | 2,656   |  
|                                                        
|                                                        
|                                                        
|                                                        
|Cash and equivalents at beginning of period              |  |        |        |            |  |              |       |               |  |              | 23,458 |   |  |   |       |   |  |   | 23,458  |  
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  
|Cash and equivalents at end of period                    |  | $      | 5,084   |            |  | $            |       |               |  | $            | 21,030 |   |  | $ |       |   |  | $ | 26,114  |  
|                                                         |  |        |         |            |  |              |        |               |  |              |        |   |  |   |        |   |  |   |         |  

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

RESULTS OF OPERATIONS

Three-Month Period Ended June 30, 2002 Compared to
Three-Month Period Ended July 1, 2001

Consolidated net sales from continuing operations decreased by $9.0 million, or
5.6%, to $152.5 million for the second quarter ended June 30, 2002 from $161.5
million for the quarter ended July 1, 2001. Pounds shipped increased by 0.7
million, or 0.8% to 85.1 million pounds for the second quarter of 2002 from
84.4 million pounds in 2001. Sales decreased due to lower fabrication revenues,
primarily related to lower volumes of technical tube and alloy tube, a decrease
in prices primarily related to wholesale products, and reduced shipments from
our distribution center in The Netherlands. The average COMEX copper price for
the second quarter of 2002 was $0.74 per pound, as compared to $0.75 per pound
in the second quarter of 2001.

Pounds of commercial products shipped increased by 1.4 million pounds, or 2.3%,
to 59.8 million in the second quarter of 2002 from 58.4 million in the second
quarter of 2001. This increase in shipments was primarily due to increased
shipments of industrial tube and to a lesser extent fabricated products,
reflecting a relatively strong residential air conditioning and consumer
appliance market. Substantially offsetting these increases in shipments were
lower volumes of technical tube and alloy tube, reflecting the continued
weakness in the commercial air
conditioner market. Sales of commercial products decreased $5.6 million, or
4.5%, to $118.9 million in the second quarter of 2002 from $124.5 million in
2001. This decrease in sales was attributable to lower fabrication revenues,
primarily related to lower volumes of technical tube and alloy tube and to a
lesser extent, modest price decreases. This decline was partially offset by
higher volumes of industrial tube and fabricated products. Gross profit from
commercial products increased by $4.6 million, or 36.7%, to $17.3 million in
the second quarter of 2002 from $12.7 million in 2001, primarily attributable
to our cost reduction initiatives and efficiency gains from our extensive
Project 21 capital investments. Gross profit in the second quarter of 2001 has
been restated to reflect additional expense of $5.5 million related to the
previously disclosed change in method of accounting for inventories from the
last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method.

Pounds of wholesale products shipped increased by 0.4 million pounds, or 1.8%,
to 20.1 million in the second quarter of 2002 from 19.8 million pounds in 2001.
Sales of wholesale products decreased $0.9 million, or 3.5%, to $24.9 million
in the second quarter of 2002 from $25.8 million in 2001, due to reduced prices
in this highly competitive commodity market. Gross profit from wholesale
products decreased $0.7 million, or 33.0%, to $1.3 million in the second
quarter of 2002 from $2.0 million in 2001, due primarily to the decline in
pricing, with cost reduction initiatives and efficiency gains from our Project
21 capital investments mitigating this decline by approximately 50%. Gross
profit in the second quarter of 2001 has been restated to reflect additional
expense of $0.9 million related to the change in method of accounting for our
inventories from the LIFO method to the FIFO method.

Pounds of rod, bar and other products shipped decreased by 1.0 million pounds,
or 16.3%, to 5.2 million in the second quarter of 2002 from 6.2 million in
2001, primarily due to the negative impact of a slow economy on the heavy
industrial applications of rod and bar products. Sales of rod, bar and other
products decreased $2.4 million, or 21.7%, to $8.8 million in the second

18



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quarter of 2002 from $11.2 million in 2001, reflecting a $1.8 million reduction
in sales from our distribution center in The Netherlands and decreased revenues
related to lower volumes of rod and bar products. Gross profit from rod, bar
and other products decreased $0.6 million, or 51.0%, to $0.5 million in the
second quarter of 2002 from $1.1 million in 2001, primarily related to reduced
volumes of rod and bar products as well as reduced sales from our distribution
center in The Netherlands.

Consolidated gross profit increased $3.4 million or 21.7% to $19.2 million in
the second quarter of 2002 from $15.8 million in 2001. Improvement in gross
profit in 2002 was primarily due to our cost reduction initiatives and
efficiency gains from our Project 21 capital investments, offset somewhat by
increased pension, healthcare and depreciation expenses. Gross profit was
negatively impacted in the second quarter of 2002 by decreased absorption of
manufacturing expenses as we curtailed production in the latter part of June to
meet our inventory reduction goals and to match our customers curtailed
demand. Gross profit in the second quarter of 2001 has been restated to
reflect additional expense of $6.4 million related to the change in method of
accounting for our inventories from the LIFO method to the FIFO method.

Consolidated selling, general and administrative expenses were $8.3 million for
both the second quarter of 2002 and 2001, and remained approximately five
percent of sales for both quarters.
Excluding $0.6 million of amortization of goodwill in the second quarter of
2001, selling, general and administrative expenses in the second quarter of
2001 were $7.7 million. Selling, general and administrative expenses increased
in the second quarter of 2002 primarily due to a $0.2 million increase in
accrued incentive compensation expense and a $0.3 million increase in legal and
other professional fees.

Consolidated net interest expense for the second quarter of 2002 increased by
$2.5 million, or 78.9%, to $5.6 million, compared with $3.1 million in 2001.
On March 27, 2002, we obtained new financing to replace our old revolving
credit facility. We issued $120 million in principal amount of 10.5% Senior
Notes and concurrently, we entered into a new secured revolving credit
facility. During the second quarter of 2002 there was an average of $2.3
million in outstanding borrowings under our new revolving credit facility as
compared to an average of $96.8 million in outstanding borrowings under our old
revolving credit facility during 2001. The average interest rate under our new
revolving credit facilities was 4.0% in the second quarter of 2002 versus 5.0%
under our old revolving credit facility in 2001. We expect interest expense to
approximate $5.8 million in the third quarter of 2002.

Amortization and other expense, net was $0.5 million in the second quarter of
2002, as compared to $0.2 million in the second quarter of 2001. Amortization
and other, net in 2002 included $0.2 million of foreign currency losses, as
compared to $42,000 of foreign currency losses in 2001. These foreign currency
losses are largely attributable to fluctuations in the Canadian to U.S. dollar
exchange rate. Amortization and other, net in 2002 also included $0.1 million
of income related to the administration and collection of receivables sold to
us by our discontinued operations. Amortization expense for the second quarter
of 2002 increased $0.2 million to $0.3 million, compared to $0.1 million in the
second quarter of 2001 due to deferred financing fees incurred as a result of
our new financing in March 2002.

The effective tax rate for continuing operations for the second quarter of 2002
was 28.4%, as compared to 27.2% in 2001. The increase in the effective tax
rate in the second quarter of 2002 resulted primarily from higher statutory tax
rates in certain tax jurisdictions. In particular, the tax

19



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##### Table of Contents



rate for our
operations in China increased from 0% to 7.5% beginning January 1, 2002,
reflecting our contractual tax holiday agreement with the Chinese government.
Under this agreement, the tax rate will remain at 7.5% for the next three
years, increasing in 2005 to a 15% maximum.

Six-Month Period Ended June 30, 2002 Compared to
Six-Month Period Ended July 1, 2001

Consolidated net sales from continuing operations decreased by $43.9 million,
or 13.1%, to $290.1 million for the six-month period ended June 30, 2002 from
$334.0 million for the six-month period ended July 1, 2001. Pounds shipped
decreased by 10.5 million pounds, or 6.1%, to 161.1 million in 2002 from 171.6
million in 2001. Sales decreased due to lower fabrication revenues, primarily
related to lower volumes of technical tube as well as lower volumes of
industrial tube, alloy tube, rod and bar; a decrease in prices primarily
related to wholesale products and to a lesser extent commercial products and a
decrease in average COMEX copper
prices in 2002 as compared to 2001. The average COMEX copper price for the
six-month period of 2002 was $0.73 per pound, as compared to $0.79 per pound
for the six-month period of 2001.

Pounds of commercial products shipped decreased by 9.2 million pounds, or 7.6%,
to 111.5 million for the six-month period of 2002 from 120.7 million in 2001.
This decrease in shipments was primarily due to decreased shipments of
technical tube and to a lesser extent, decreased shipments of industrial tube
and alloy tube. Sales of commercial products decreased $35.9 million, or
13.7%, to $225.2 million for the six-month period of 2002 from $261.1 million
in 2001. This decrease in sales was attributable to decreased fabrication
revenues, primarily related to the aforementioned lower volumes, modest price
decreases and a decrease in average COMEX copper prices in 2002. Gross profit
from commercial products decreased by $1.7 million, or 5.4%, to $29.5 million
for the six-month period of 2002 from $31.2 million in 2001, primarily due to
decreased shipments of technical tube and mitigated by our cost reduction
initiatives and efficiency gains from our Project 21 capital investments.
Gross profit in 2001 has been restated to reflect additional expense of $5.8
million related to the previously disclosed change in method of accounting for
inventories from the LIFO method to the FIFO method.

Pounds of wholesale products shipped increased by 1.6 million pounds, or 4.4%,
to 38.6 million for the six-month period of 2002 from 37.0 million pounds in
2001. Sales of wholesale products decreased $2.4 million, or 4.8%, to $46.9
million for the six-month period of 2002 from $49.3 million in 2001, due to
reduced prices in this highly competitive commodity market. Gross profit from
wholesale products decreased $1.4 million, or 31.5%, to $2.9 million for the
six-month period of 2002 from $4.3 million in 2001, due primarily to the
decline in pricing, with cost reduction initiatives and efficiency gains from
our Project 21 capital investments significantly mitigating this decline.
Gross profit in 2001 has been restated to reflect additional expense of $0.9
million related to the change in method of accounting for our inventories from
the LIFO method to the FIFO method.

Pounds of rod, bar and other products shipped decreased by 3.0 million pounds,
or 21.5%, to 11.0 million for the six-month period of 2002 from 14.0 million in
2001, primarily due to the negative impact of a slow economy on the heavy
industrial applications of rod and bar products. Sales of rod, bar and other
products decreased $5.6 million, or 23.7%, to $18.0 million for the six-month
period of 2002 from $23.6 million in 2001, primarily reflecting lower shipments
of rod and bar as well as a reduction in sales from our distribution center in
The Netherlands. Gross

20



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profit from rod, bar and other products decreased $1.0
million, or 47.7%, to $1.1 million for the six-month period of 2002 from $2.1
million in 2001, due to reduced shipments of rod and bar and reduced sales from
our Netherlands distribution center.

Consolidated gross profit decreased $4.0 million or 10.7% to $33.5 million for
the six-month period of 2002 from $37.5 million in 2001. Gross profit in 2002
decreased primarily due to lower shipments of technical tube and a decrease in
prices primarily related to wholesale products and to a lesser extent
commercial products. Gross profit in 2001 has been restated to reflect
additional expense of $6.7 million related to the change in method of
accounting for our inventories from the LIFO method to the FIFO method.

Consolidated selling, general and administrative expenses for the six-month
period of 2002 decreased by $0.2 million, or 1.0%, to $16.1 million, compared
with $16.3 million in 2001, while remaining approximately five percent of sales
for both the six-month period of 2002 and 2001. Excluding $1.2 million of
amortization of goodwill in the six-month period of 2001, selling, general and
administrative expenses in the six-month period of 2001 were $15.1 million.
Selling, general and administrative expenses increased in 2002 primarily due to
a $0.5 million increase in accrued incentive compensation expense, $0.4 million
of charges for professional fees pertaining to the industry-wide competition
related investigation, and a $0.3 million increase in other legal and
professional fees.

Consolidated net interest expense for the six-month period of 2002 increased by
$2.4 million, or 35.0%, to $9.3 million, compared with $6.9 million in 2001.
On March 27, 2002, we obtained new financing to replace our old revolving
credit facility. We issued $120 million in principal amount of 10.5% Senior
Notes and concurrently, we entered into a new secured revolving credit
facility. During the six-month period of 2002 there was an average of $49.8
million in outstanding borrowings under our revolving credit facilities as
compared to an average of $95.0 million in outstanding
borrowings under our old revolving credit facility during 2001. The average interest rate
under our new and old revolving credit facilities was 4.8% in the six-month
period of 2002 versus 5.8% under our old revolving credit facility in 2001.

Amortization and other expense, net was $0.6 million in the six-month period of
2002, as compared to $0.1 million in 2001. Amortization and other, net in 2002
included $0.3 million of foreign currency losses, as compared to $0.2 million
of foreign currency gains in 2001. These foreign currency gains and losses are
largely attributable to fluctuations in the Canadian to U.S. dollar exchange
rate. Amortization and other, net in 2002 also included $0.3 million of income
related to the administration and collection of receivables sold to us by our
discontinued operations. Amortization expense for the six-month period of 2002
increased $0.2 million to $0.5 million compared to $0.3 million in 2001 due to
deferred financing fees incurred when we obtained our new financing in March
2002.

The effective tax rate for continuing operations for the six-month period of
2002 was 30.8%, as compared to 29.4% in 2001. Absent a $0.4 million
non-recurring tax benefit recorded for our Canadian operations in the first
quarter of 2001, the effective tax rate for the first six-months of 2001 would
have been approximately 32.1%. The decrease in the effective tax rate for the
six-months of 2002 resulted from less income from tax jurisdictions with higher
statutory tax rates.

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Restructuring and Other Charges

2001 Restructuring and Other Charges

During the third quarter of 2001, we recognized restructuring and other charges
of $1.5 million or $1.0 million net of tax, as disclosed in our Form 10-K
report as of December 31, 2001. In 2002, we have paid approximately $0.2
million in cash related to this restructuring. We believe
that accrued restructuring costs of $0.1 million as of June 30, 2002 represent
our remaining cash obligations.

1999 Restructuring and Other Charges

In 1999, we recognized restructuring and other charges of $19.9 million or
$12.5 million, net of tax, as disclosed in our Form 10-K report as of December
31, 2001. In 2002, we have paid approximately $0.1 million in cash related to
this restructuring. We anticipate no further obligations related to this
restructuring.

Liquidity and Capital Resources

The primary sources of our liquidity for the six-months ended June 30, 2002
were cash on hand at the beginning of the year, $118.5 million from the
issuance of our 10.5% Senior Notes, borrowings under our revolving credit
facilities and $11.5 million of cash provided by operating activities. We
issued the 10.5% Senior Notes and entered into a new revolving credit facility on
March 27, 2002 to replace our old revolving credit facility. The primary uses
of our funds for the six-month period of 2002 were $98.7 million to repay our
revolving credit facilities, $8.4 million of financing fees related to the
issuance of our 10.5% Senior Notes and new revolving credit facility, $3.3 million
for investments in our property, plant and equipment and $1.0 million related
to the mandatory redemption of our preferred stock.

The primary sources of our liquidity for the six months ended July 1, 2001 were
cash on hand at the beginning of the year, $17.8 million of cash provided by
operations and $11.5 million of borrowings under our revolving credit facility.
The primary uses of our funds for the six-month period of 2001 were $17.5
million for investments in our property, plant and equipment and $6.8 million
pertaining to Wolverine Ratcliffs, Inc., discontinued in the fourth quarter of
2001.

Net cash provided by continuing operating activities was $11.5 million for the
six-month period of 2002 and $17.8 million for the six-month period of 2001.
The net reduction in operating cash flows in the six-month period of 2002 was
primarily the result of less income in 2002, $9.4 million of income tax refunds
received in 2001 and an increase in accounts receivable in 2002 relative to
2001. Operating cash flows improved in 2002 as a result of reductions in
inventory levels and an increase in accounts payable.

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We have summarized below our payment obligations under the terms of our
existing contracts and commercial commitments as of June 30, 2002:

|                                                |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|----------------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | ---- |  | ---------- | ----- | ----- |  | - | ----- |  |  | - | ------- |  |  | - | ------- | 
|Payments Due or Commitments Expiring In Period:
|                                               
|(In thousands)                                  |  | 2002 |       | 2003 |  | 2004 |       | 2005 |  | After 2005 |       | Total
|                                                |  |      |       |      |  |      |       |      |  |            |       |      
|Contractual Obligations:                        |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|                                               
|                                               
|                                               
|                                               
|Short-term debt                                 |  | $    | 895   |      |  | $    |      |      |  | $          |      |       |  | $ |      |  |  | $ |        |  |  | $ | 895     | 
|                                               
|                                               
|                                               
|                                               
|Long-term debt                                  |  |      |      |      |  |      |      |      |  |            |      |       |  |   |      |  |  |   | 270,227 |  |  |   | 270,227 | 
|                                               
|                                               
|                                               
|                                               
|Operating leases                                |  |      | 3,017 |      |  |      | 2,546 |      |  |            | 2,074 |       |  |   | 1,488 |  |  |   | 2,655   |  |  |   | 11,780  | 
|                                               
|                                               
|                                               
|                                               
|Commitments for capital
expenditures            |  |      | 791   |      |  |      |      |      |  |            |      |       |  |   |      |  |  |   |        |  |  |   | 791     | 
|                                                |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Total contractual
obligations                   |  | $    | 4,703 |      |  | $    | 2,546 |      |  | $          | 2,074 |       |  | $ | 1,488 |  |  | $ | 272,882 |  |  | $ | 283,693 | 
|                                                |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|Other commercial
commitments:                   |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 
|                                               
|                                               
|                                               
|                                               
|Standby letters of credit                       |  | $    | 1,600 |      |  | $    | 3,142 |      |  |            |      |       |  |   |      |  |  |   |        |  |  | $ | 4,742   | 
|                                                |  |      |       |      |  |      |       |      |  |            |       |       |  |   |       |  |  |   |         |  |  |   |         | 

With our new financing in place and with anticipated cash flow from our
continuing operations, we believe that we will be able to satisfy our existing
working capital needs, interest obligations and capital expenditure
requirements. We will also continue to monitor our cash balances and
forecasted cash flows and evaluate opportunities to purchase our Senior Notes
in the open market. Accordingly, to date in the third quarter of 2002, we have
purchased $7.7 million of our 7 3/8% Senior Notes in the open market averaging
88% of face value and an effective yield of 10.2%.

Capital expenditures for continuing operations were $3.3 million in the
six-month period of 2002 as compared to $17.5 million in the six-month period
of 2001, primarily due to decreased spending under our capital improvement
program, Project 21. We currently expect to spend approximately $9 to $12
million for capital items in the year 2002. Our capital expenditures include
asset replacement, environmental compliance and asset improvement items.

The ratio of current assets to current liabilities was 3.8 at June 30, 2002 and
3.0 at July 1, 2001.

Environmental

Our facilities and operations are subject to extensive environmental laws and
regulations. During the three and six-month periods ended June 30, 2002, we
spent approximately $0.5 million and $0.6 million respectively, on
environmental matters, which included remediation costs, monitoring costs, and
legal and other costs. We have a reserve of $1.4 million for environmental
remediation costs which is reflected in our Condensed Consolidated Balance
Sheet. Based on currently available information, we believe that the costs of
the environmental matters described

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below are not reasonably likely to have a
material adverse effect on our business, financial condition or results of
operations.

Decatur, Alabama

In 1999, we 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 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 is underneath a section of
property not owned by us. There are monitoring wells and recovery wells on
this property. However, these wells have not been activated because the level
of contamination currently is below regulated levels. To date, we have not
received or been threatened by any claim from the owner of this property. If
the owner of this property does make a claim, we could incur additional costs.

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

In July of 2000, we notified the Alabama Department of Environmental Management
that we detected low levels of volatile organic compounds and petroleum
hydrocarbons in the ground water at the Decatur, Alabama facility during the
expansion of the facility. On June 13, 2001, we received a letter from the
department stating that a preliminary assessment would not be conducted until
2002. We expect to further define the extent of any contamination and execute
any necessary remedies in conjunction with the departments forthcoming
assessment. We may voluntarily institute a pump and treat system in order to
begin remediation of the contamination.

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

Ardmore, Tennessee

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

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areas of the Ardmore facility and also has 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 is
evaluating the Remedial Investigation and Feasibility Study and has indicated
that they will provide any comments or questions regarding the plan by the end
of the third quarter of 2002. On June 13, 2001, we purchased 22 acres
immediately north of the Ardmore facility because of the potential migration of
ground water contamination to this property. We believe that owning the
property will reduce both potential liability and long-term remediation costs.
We are proposing to the Tennessee Division that an interim corrective measure
be implemented at the facility. The interim measure will consist of a system
to extract water and vapors from the areas of highest concentration. The
system can be expanded to conduct additional remediation if required. Based on
recent testing efforts at the facility and the available information, we
preliminarily estimate that it will cost between $0.4 million and $1.5 million
to complete the investigation and develop the remediation plans for this site.

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

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

Greenville, Mississippi

Following our acquisition of the Greenville, Mississippi facility, a
preliminary investigation disclosed certain volatile organic compounds in soil
and ground water at the site. We entered into a consent agreement with the
Mississippi Department of Environmental Quality on July 15, 1997. We began
remediation efforts in the third quarter of 1997 and expected these efforts to
last approximately three years. In February 2000, we submitted a report of remediation
activities and were granted approval by the Mississippi department to cease
active remediation and begin post-closure monitoring. However, there can be no
assurance that the department will allow us to
permanently discontinue remediation efforts, and operations, maintenance and
other expenses of the remediation system may continue for a longer period of
time. Through October 3, 1998, applicable costs of testing and remediation
required at the Greenville facility had been shared

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with the former owners of
the facility pursuant to the terms of an escrow agreement established at the
time the facility was acquired. Subsequent to October 3, 1998, we released the
former owners of the facility from liability related to the remediation of the
Greenville facility after receiving a $145,000 settlement payment. We estimate
the remaining investigative and remedial costs could total $0.1 million under
the remediation plan we adopted, but these costs could increase if additional
remediation is required.

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

Altoona, Pennsylvania

We have entered our Altoona, Pennsylvania facility into the State of
Pennsylvania Department of Environmental Protection Act II Program. The
program addresses contamination issues related to closed hazardous waste
lagoons and oil contamination of soil at this facility. The hazardous waste
lagoons were closed in 1982. The program is a voluntary site remediation
program, which allows us to direct the site evaluation and any eventual
remediation. Preliminary costs are estimated at $0.2 million to complete the
investigation phase of the program. Once the investigation phase is completed,
a decision on remediation, if any, will be made. Insufficient information
exists at this point to estimate any remediation costs or if remediation will
be required. It is our position that the previous owner indemnified us for any
liability in the matter. We are pursuing this indemnification with Millennium
Chemicals, formerly National Distillers, and, therefore, no liability has been
recorded as of June 30, 2002.

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

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

Certain of the statements and subject areas contained herein in Managements
Discussion and Analysis of Financial Condition and Results of Operations are
made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward looking statements include statements
regarding our goals, beliefs, plans or current expectations, taking into
account the information currently available to our management. Forward-looking
statements include all statements that do not relate solely to current or
historical fact. For example, when we use such words as anticipate,
intend, expect, believe, plan, may, should, would
or other words that convey uncertainty of future events or outcome, we are
making forward looking statements. All statements which address operating
performance, events or developments that we expect or anticipate will occur in
the future including statements relating to operating performance,
restructuring strategies, property, plant and equipment expenditures and
sources and uses of cashare forward-looking statements. These forward-looking
statements are subject to various risks and uncertainties that could cause
actual results to differ materially

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from those stated or implied by such
forward-looking statements. We undertake no obligation to publicly release any
revision of any forward-looking statements contained herein to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events.

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



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

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate
debt will increase as interest rates fall and decrease as interest rates rise.
The estimated fair value of our total long-term fixed interest rate debt as of
June 30, 2002 was $247 million, versus a carrying value of $268 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 3/8% Senior Notes is 10.59% and 10.92% 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 $11 million as of June 30,
2002.

Commodity Price Risk

In connection with the sale of some raw materials, principally copper, we have
entered into commodity forward contracts as we deemed appropriate to reduce the
risk of price increases with respect to both firm-price sale commitments and
anticipated sales. These forward contracts are accounted for in accordance
with SFAS No. 133 (subsequently amended by SFAS No. 137 and 138) Accounting For
Derivative Instruments and Hedging Activities. As of June 30, 2002, we had
entered into contracts hedging the raw material requirements for committed and
anticipated future sales through December 2003 having a notional value of $31.7
million. The estimated fair value of these outstanding contracts was
approximately $2.1 million as of June 30, 2002. A 10% decline in commodity
prices would decrease the estimated fair value of these outstanding contracts
by $3.4 million at June 30, 2002.

In April 2002, we entered into commodity forward contracts to sell copper in
December 2002 with a notional value of $28.4 million. We entered these
forward contracts in order to mitigate the impact of fluctuating copper prices
with regard to the valuation of our inventory balances. These forward
contracts are marked to market each month and the gains and losses are recorded
in cost of goods sold. The estimated fair value of these outstanding contracts
was a loss of approximately ($1.2) million as of June 30, 2002. A 10% increase
in commodity prices would decrease the estimated fair value of these
outstanding contracts by $2.7 million at June 30, 2002.

In connection with the purchase of natural gas, we have entered into
commodity futures contracts for natural gas to reduce our risk of future price
increases. These contracts are accounted for in accordance with SFAS No. 133
and accordingly, realized gains and losses are recognized when the hedged
natural gas purchases occur and are recognized in cost of goods sold.
Unrealized gains and losses are

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recognized as a component of other
comprehensive income. As of June 30, 2002, we had commodity futures contracts
to purchase natural gas for the period August 2002 through December 2002 with a
notional amount of $1.1 million and an unrealized gain of $0.2 million, based
on futures prices as of June 30, 2002. The effect of a 10% decline in
commodity prices as of June 30, 2002 for these futures contracts would result
in a potential loss in fair value of approximately $0.1 million.

Foreign Currency Risk

Some of our operations use foreign exchange forwards to hedge fixed purchase
and sales commitments denominated in a foreign currency. Our foreign currency
exposures relate primarily to nonfunctional currency assets and liabilities
denominated in euros and British pounds. We do not enter into forward exchange
contracts for trading purposes. Realized gains and losses on the contracts are
included in other income and expense. As of June 30, 2002, we had forward
exchange contracts outstanding to purchase foreign currency with a notional
amount of $0.5 million and to sell foreign currency with a notional amount of
$0.7 million. As of June 30, 2002, we had an unrealized loss of $0.1 million
associated with these forward contracts. The potential loss in fair value for
these forward contracts from a hypothetical 10.0% adverse change in quoted
foreign currency exchange rates would be approximately $0.1 million.

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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 June 30, 2002.
| |  | -------------------------------------------------------------------------------------------------------




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



|   |  | On May 23, 2002, the Company held its Annual Meeting of Stockholders. The
matters voted on at the meeting and the results of those votes are as
follows:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|1. |  | Election of Directors.                                                                                                                                  

|                |  |           |            |                |  |  |           | 
|--------------- |  | --------- | ---------- | -------------- |  |  | --------- | 
|                |  | Votes For |            | Votes Withheld
|                |  |           |            |               
|Gail O. Neuman  |  |           | 11,414,771 |                |  |  | 124,922   | 
|               
|               
|               
|               
|James E. Deason |  |           | 8,361,283  |                |  |  | 3,178,410 | 
|               
|               
|               
|               
|Thomas P. Evans |  |           | 11,414,880 |                |  |  | 124,813   | 



|2. |  | Appointment of Ernst & Young LLP as Independent Auditors.
|-- |  | ---------------------------------------------------------

|           |  |               |         |                 |  |  |       | 
|---------- |  | ------------- | ------- | --------------- |  |  | ----- | 
|Votes For  |  | Votes Against |         | Votes Abstained
|           |  |               |         |                
|11,408,095 |  |               | 125,723 |                 |  |  | 5,875 | 




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



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

|     |  |                                                                                                                                                           |  |  |  | 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|10.1 |  | Wolverine Tube, Inc. Supplemental Benefit Restoration Plan (Amended and
Restated Effective as of January 1, 2002)                                        
|    
|    
|    
|    
|10.2 |  | Wolverine Tube, Inc. 2002 Supplemental Executive Retirement Plan
(Effective as of January 1, 2002)                                                       
|    
|    
|    
|    
|10.3 |  | 2002 Change in Control, Severance and Non-Competition Agreement by and
between Wolverine Tube, Inc. and Dennis J. Horowitz dated as of July 12,
2002.    
|    
|    
|    
|    
|10.4 |  | 2002 Change in Control, Severance and Non-Competition Agreement by and
between Wolverine Tube, Inc. and James E. Deason dated as of July 12,
2002.       
|    
|    
|    
|    
|10.5 |  | 2002 Change in Control, Severance and Non-Competition Agreement by and
between Wolverine Tube, Inc. and Johann R. Manning, Jr. dated as of
July 12, 2002.

30



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##### Table of Contents



|     |  |                                                                                                                                                        |  |  |  | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | 
|    
|    
|    
|    
|10.6 |  | 2002 Change in Control, Severance and Non-Competition Agreement by and
between Wolverine Tube, Inc. and Keith Weil dated as of July 12, 2002.         
|    
|    
|    
|    
|99.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|    
|    
|    
|    
|99.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.



| | (b) |  | Reports on Form 8-K                                                                                                                                                             
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | A current report on Form 8-K was filed on April 18, 2002 related to the
Companys closing on a private offering of $120 million principal amount
of 10.5% Senior Notes due 2009.
|
| |     |  | A current report on Form 8-K was filed August 9, 2002 related to the
results for the second quarter of 2002.                                                                    
|
| |     |  |                                                                                                                                                                                 

SIGNATURE

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

|                     |  |                                                                                          
|-------------------- |  | -----------------------------------------------------------------------------------------
|WOLVERINE TUBE, INC.
|                    
|                    
|                    
|                    
|                     |  |                                                                                          
|                    
|                    
|                    
|                    
|By:                  |  | /s/ James E. Deason                                                                      
|                     |  |                                                                                          
|Name:
Title:         |  | James E. Deason
Executive Vice President, Chief Financial Officer,
Secretary and Director
|                    
|                    
|                    
|                    
|                     |  |                                                                                          
|                    
|                    
|                    
|                    
|Dated:               |  | August 14, 2002                                                                          

31