UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

(Mark One)

OR

Commission file number 1-12164

WOLVERINE TUBE, INC.

(256) 353-1310

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.

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

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

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS

Wolverine Tube, Inc. and Subsidiaries

See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries

Note:

The Balance Sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries

See Notes to Condensed Consolidated Financial Statements.

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Wolverine Tube, Inc. and Subsidiaries

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 July 4, 2004 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2004. 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, 2003.

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

NOTE 2. CONTINGENCIES

We are subject to extensive environmental regulations imposed by federal, state, provincial and local authorities in the United States, Canada, China and Portugal with respect to emissions to air, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste materials, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued undiscounted estimated environmental remediation costs of $1.1 million at July 4, 2004, consisting primarily of $0.2 million for the Decatur, Alabama facility and $0.9 million for the Ardmore, Tennessee facility. Based on information currently available, we believe that the ultimate costs for these matters are not reasonably likely to have a material effect on our business, financial condition or results of operations. However, actual costs related to environmental matters could differ materially from the amounts we estimated and accrued at July 4, 2004 and could result in additional exposure if these environmental matters are not resolved as anticipated.

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NOTE 3. INVENTORIES

Inventories are as follows:

NOTE 4. INTEREST EXPENSE, NET

Interest expense is net of interest income and capitalized interest of $0.3 million and $0.1 million, respectively, for the three-month period ended July 4, 2004, and $0.2 million and $16,100, respectively, for the three-month period ended June 29, 2003. Interest expense is net of interest income and capitalized interest of $0.4 million and $0.1 million, respectively, for the six-month period ended July 4, 2004, and $0.3 million and $33,200, respectively, for the six-month period ended June 29, 2003.

NOTE 5. DEBT

Long-term debt consists of the following:

On June 23, 2004, we closed a Private Investment in Public Equity sale transaction whereby we sold 2.45 million shares of our Common Stock at $10.00 per share. After fees, we netted $22.9 million. We used these funds to repurchase a portion of our 10.5% Senior Notes and for other general corporate purposes. On June 30, 2004, we repurchased $4,125,000 in face value of the 10.5% bonds. The premium paid to repurchase these bonds was $0.4 million. Unamortized bond discount and prepaid financing fees associated with the repurchase of the bonds amounted to $0.2 million. Together, the effect on net income of the repurchase of bonds on the second quarter ended July 4, 2004 was a charge of $0.6 million ($0.4 million net of tax).

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Subsequent to July 4, 2004, we repurchased an additional $14,475,000 in face value of our 10.5% bonds at a premium of $1.5 million. Unamortized bond discount and prepaid financing fees associated with the repurchase of these bonds amounted to $0.9 million. Together, the effect on net income of the repurchase of bonds on the third quarter ending September 3, 2004 will be a charge of $2.4 million ($1.6 million net of tax).

As of July 4, 2004, we had no outstanding borrowings under our secured revolving credit facility. We had approximately $9.3 million of standby letters of credit issued under the secured revolving credit facility and approximately $27.2 million (subject to a $2.0 million excess availability requirement) in additional borrowing availability thereunder.

In October 2002, we completed an interest rate swap on $50 million notional amount of our 7.375% Senior Notes. The interest rate swap resulted in a reduction to interest expense in the second quarters of 2004 and 2003 of $0.2 million and $0.3 million, respectively and $0.4 million and $0.6 million for the six month periods of 2004 and 2003, respectively.

On March 31, 2004, we amended our secured revolving credit facility to extend the term for an additional two years to March 2007. In addition, certain covenants were modified. The covenants of significance that were modified included lowering the Fixed Charge Coverage Ratios and the Minimum Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and certain restrictions on the annual amount of capital expenditures.

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NOTE 6. STOCK-BASED COMPENSATION PLANS

We account for our stock option compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock option compensation expense is reflected in net income because the exercise price of our stock options equals the market price of the underlying stock on the date of grant. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” to our stock option compensation plans.

NOTE 7. COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income is as follows:

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NOTE 8. RESTRUCTURING CHARGES

In the third quarter of 2003, we announced our intention to close our Booneville, Mississippi facility and did so in December of 2003. Accordingly, we recorded a restructuring charge in the amount of $10.4 million and established a reserve for certain items associated with the write-down of impaired assets, relocation of equipment, severance and other personnel related costs. Given the strong start and prolonged 2004 HVAC cooling season and normal seasonal demands, we are using a limited number of assets at the Booneville, Mississippi facility to provide additional capacity to meet increased demand. This temporary measure that we anticipate will continue for several more months does not change our strategy regarding this facility. Expenses at the Booneville facility related to production are charged to continuing operations, while the plant closing activities continue to be reflected in our restructuring expenses in accordance with FAS 146. Given the temporary and limited timeframe of this matter, we continue to carry the assets of the Booneville facility at the carrying values established at the end of 2003.

In the fourth quarter of 2003, we charged $6.8 million against the reserve, mostly related to the write down of assets to their estimated carrying values and severance related costs, leaving a balance in the reserve at December 31, 2003 of $3.5 million. In the first and second quarters of 2004, we charged $3.2 million and $0.1 million against the reserve, respectively, related to the impaired assets, relocation of equipment, severance and other employee related costs, the cost of terminating certain operating leases and preparing the facility for sale, leaving a balance in the reserve at July 4, 2004 of $151 thousand for outstanding charges.

Further, in accordance with FAS 146, regarding the Booneville, Mississippi facility closure, we recognized restructuring expenses in the first and second quarters of 2004 of $329 thousand and $139 thousand, respectively, mostly for costs related to maintaining the facility, terminating leases and other costs associated with removing equipment and preparing the facility for eventual sale.

Also in the third quarter of 2003, we formalized a workforce reduction program affecting approximately 200 employees. During the first and second quarters of 2004, in accordance with FAS 146, we recognized costs of $176 thousand and $88 thousand, respectively, for severance, medical and other separation related expenditures associated with this workforce reduction program.

Finally, in the first and second quarters of 2004, we recognized charges of $46 thousand and $27 thousand, respectively, related to carrying costs and other closing related matters regarding our closed Roxboro, North Carolina facility and $20 thousand and $40 thousand, respectively, in other restructuring related issues. The value of the Roxboro facility is accounted for in assets held for sale in the amount of $3.1 million as of July 4, 2004. We are actively seeking a buyer for the facility. 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 restructuring charges in future periods.

In total, in the first and second quarters of 2004, we recorded restructuring expenses of $571 thousand pre-tax ($377 thousand net of tax) and $294 thousand pre-tax ($194 thousand net of tax), respectively.

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NOTE 9. INDUSTRY SEGMENTS

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

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

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NOTE 10. EARNINGS PER SHARE

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