UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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. YES [X] NO [  ]

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

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

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS

Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

1

Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

2

Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

3

Wolverine Tube, Inc. and Subsidiaries

(1) Basis of Reporting for Interim Financial Statements

     The accompanying unaudited consolidated financial statements include the accounts of Wolverine Tube, Inc. and its subsidiaries, which are collectively referred to as “Wolverine”, the “Company”, “we”, “our” or “us”, unless the context otherwise requires. All significant intercompany transactions have been eliminated in consolidation.

     We have prepared the unaudited consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.

     The accompanying consolidated financial statements presented herewith reflect all adjustments (consisting of only normal and recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the results of operations for the three and nine-month periods ended October 3, 2004 and September 28, 2003. The results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

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

(2) Earnings/(Loss) Per Share

     Basic earnings/(loss) per share were computed by dividing net income/(loss) by the weighted average number of shares outstanding during each period. Where applicable, diluted earnings/(loss) per share were calculated by including the effect of all dilutive securities, including stock options and unvested restricted stock. To the extent that stock options and unvested restricted stock are anti-dilutive, they are excluded from the calculation of diluted earnings/(loss) per share in accordance with Financial Accounting Standards Board (“FASB”) Statement No. 128.

4

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

     We had additional stock options outstanding of 691,859 and 927,104 for the three and nine month periods ended October 3, 2004, which were not included in the computation of potentially dilutive securities, because the options’ exercise prices were greater than the average market price of the common shares.

(3) Stock-Based Compensation Plans

     We account for our stock option compensation plans using the intrinsic value method prescribed in Accounting Principals Board Opinion No. 25 “Accounting for Stock Issued to Employees”, and related interpretations, under which 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 Standard No. 123, “Accounting for Stock-Based Compensation” to our stock option compensation plans.

5

(4) Interest Expense

The following table summarizes interest expense, net:

(5) Inventories

Inventories are as follows:

6

(6) Debt

The following table summarizes long-term debt:

     On June 23, 2004, we sold 2.45 million shares of our common stock in a private placement at a price of $10.00 per share. After fees, we netted $23.0 million. We used $20.5 million of the proceeds to repurchase $18.6 million in face value of 10.5% Senior Notes on the open market. On June 30, 2004, we repurchased $4.125 million in face value of our 10.5% Senior Notes at a premium of $0.4 million. Unamortized bond discount and prepaid financing fees associated with the repurchase amounted to $0.2 million. The effect on net income for the repurchase of the notes in the second quarter 2004 was a charge of $0.6 million ($0.4 million net of tax). On July 9, 2004, we repurchased $14.475 million in face value our 10.5% Senior Notes at a premium of $1.5 million. Unamortized bond discount and prepaid financing fees amounted to $0.9 million. The effect on net income of the repurchase of the notes in the third quarter 2004 was a charge of $2.4 million ($1.6 million net of tax). The remainder of the proceeds of the private placement was used for other general corporate purposes.

     As of October 3, 2004, we had no outstanding borrowings under our secured revolving credit facility. We had approximately $9.2 million of standby letters of credit outstanding under the secured revolving facility, and approximately $27.8 million (subject to a $2.0 million excess availability requirement) in additional borrowing capacity available thereunder.

(7) Contingencies

     We are subject to extensive environmental regulations imposed by local, state, federal and provincial authorities in the United States, Canada, China and Portugal with respect to air emission, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste material, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued undiscounted estimated environmental remediation costs of $1.0 million as of October 3, 2004, consisting primarily of $0.8 million for the Ardmore, Tennessee facility and $0.2 million for the Decatur, Alabama facility. Based upon information currently available, we believe that the ultimate remediation 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 these

7

environmental matters could differ materially from the amounts we estimated and have accrued at October 3, 2004, and could result in additional exposure if these environmental matters are not resolved as anticipated.

(8) Comprehensive Income/(Loss)

The following table summarizes comprehensive income/(loss):

(9) Restructuring Charges

Booneville, MS

     In the third quarter of 2003, we announced our intention to close our Booneville, Mississippi facility and did so in December 2003. In the fourth quarter of 2003, 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. Because of a significant increase in customer demand, we are using a limited number of assets at the Booneville facility to provide additional capacity to meet this increased customer demand. This temporary measure is anticipated to continue for approximately one year from October 3, 2004, and 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 as restructuring expenses in accordance with FASB Statement No. 146. Given the temporary and limited timeframe of this matter, the assets of the Booneville facility continue to be carried at the values established at the end of 2003.

     For the three and nine-month periods ended October 3, 2004, $11 thousand and $3.4 million, respectively, were charged against the reserve, relating 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. The balance in the reserve at October 3, 2004 is $0.1 million.

     Restructuring expenses of $66 thousand and $0.8 million were recognized for the three and nine-month periods ended October 3, 2004, respectively. These costs were related mostly to employee medical, facility maintenance, lease termination and other costs associated with the removal of equipment and preparation for the eventual sale of the Booneville facility.

8

Roxboro, NC

     We closed our Roxboro, North Carolina facility in 1999. All of the assets of this former facility have been re-deployed or sold, with the exception of the land and building. The value of the Roxboro facility is accounted for in assets held for sale in the amount of $2.5 million as of October 3, 2004. We currently have a sales contract for the property subject to a due diligence clause. The due diligence period expires on November 19, 2004. The carrying value of the asset has been reduced to reflect this contract, and other disposal costs have been estimated and accrued.

     For the three and nine-month periods ended October 3, 2004, we recognized charges of $0.8 million and $0.9 million, respectively, primarily for the write-down of the real property and estimated closing costs discussed above.

(10) Industry Segments

     The