UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004,

OR

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

Commission file number 1-12164

WOLVERINE TUBE, INC.

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 þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 4, 2004, was approximately $156,537,540 based upon the closing price reported for such date on the New York Stock Exchange. For purposes of this disclosure, shares of Common Stock held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates.

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the annual meeting of stockholders to be held on May 19, 2005 are incorporated by reference into Part III.

FORM 10-K
YEAR ENDED DECEMBER 31, 2004
TABLE OF CONTENTS

PART I

Item 1. Business

General

     Wolverine Tube, Inc. (the “Company”, “Wolverine”, “we”, “our”, or “us”) is a world-class quality manufacturer of copper and copper alloy tube, fabricated products, metal joining products, and copper and copper alloy rod and bar products. Our focus is on custom-engineered, higher value-added tubular products, including fabricated copper components and metal joining products, which enhance performance and energy efficiency in many applications, including: commercial and residential heating, ventilation and air conditioning, refrigeration, home appliances, automotive, industrial equipment, power generation, petrochemicals and chemical processing.

     We believe that our product line is the broadest of any North American manufacturer of copper and copper alloy tube, which allows us to offer customers complete packaged solutions, and to pursue cross-selling opportunities. Our technological expertise has helped us to establish strong and long-standing relationships with many of the leading original equipment manufacturers (“OEM”) that use our of higher value-added copper tube in North America, and enables us to maintain a leading market share in our most important product lines and geographic markets.

     We have expanded our operations through acquisitions and international growth over the last five years. In late 2004, we opened a new 130,000 square foot leased manufacturing facility to produce technical tube and fabricated products in Monterrey, Mexico. Our investment in the Mexican facility by the end of 2005 will total approximately $5 million, $3 million of which will be from the reallocation of equipment from other Wolverine facilities. In 2001, we invested approximately $9 million for the construction of a 33,000 square foot technical tube manufacturing facility in Esposende, Portugal, which began commercial production in early 2002. In 2003, this facility began producing brazed assemblies for our European customers. In 2000, we purchased the joining products business of Engelhard Corporation, a leading manufacturer of brazing alloys, fluxes, and lead-free solder, based in Warwick, Rhode Island, for approximately $42 million.

     We are a Delaware corporation organized in 1987, and are the successor to a business founded in Detroit, Michigan in 1916.

     Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available on our website, at no charge, at www.wlv.com, as soon as reasonably practicable after electronic filing or furnishing such information to the Securities and Exchange Commission (“SEC”). Also available on our website, or in print upon written request at no charge, are our corporate governance guidelines, the charters of our audit, compensation and corporate governance and nominating committees, and a copy of our code of business conduct and ethics that applies to our directors, officers and employees, including our chief executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions.

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     Because our common stock is listed on the New York Stock Exchange (“NYSE”), our chief executive officer is required to make, and he has made, an annual certification to the NYSE stating that he was not aware of any violations by us of the corporate governance listing standards of the NYSE. Our chief executive officer made his annual certification to that effect to the NYSE as of August 4, 2004. In addition, we have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our principal executive officer and principal financial officer under Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 regarding the quality of our public disclosure.

Competition

     The copper tube markets in which we compete are highly competitive. Several of our competitors produce only copper tube products of a limited type. In contrast, we produce a broad range of copper products, such as technical tube for large commercial air conditioners used in high-rise buildings, industrial tube and fabricated components used in residential and light commercial air conditioning units, wholesale tube used in commercial and residential construction, and copper and copper alloy tube used in power generation, petrochemical and marine applications. Moreover, our metal joining products are used in almost all of these applications.

     While no single company competes with us in all of our product lines, we face significant competition in each product line. Cerro Flow Products, Inc., Industrias Nacobre S.A. de C.V., KobeWieland Copper Products Inc., Wieland-Werke AG, Mueller Industries Inc., Olin Corporation, Outokumpu American Brass Company, J.W. Harris Company, Inc., Parker Hannifin Corp. and others compete against us in one or more product lines. We also face competition from China based copper tube manufacturers who compete with us primarily in China and in North America.

     Minimal product differentiation among competitors in the wholesale and rod and bar product categories creates a pricing structure that enables customers to differentiate products almost exclusively on price. In these product lines, certain of our competitors have significantly larger market shares than us, and tend to be price leaders in the industry. If any of these competitors were to significantly reduce their prices, our business, operating results or financial condition could be adversely affected.

     For certain of our higher value-added commercial products, we compete primarily on the technological advantages of these products. Technological improvements in competitor’s products could reduce our competitive advantage in these product lines, and thereby adversely affect our business, operating results or financial condition. Our competitors can be expected to continue to improve the designs of their products, and to introduce new products with competitive prices and performance characteristics.

     We could also be adversely affected if new technologies emerge in the air conditioning, refrigeration or other consumer industries that reduce or eliminate the need for copper and copper alloy tube, fabricated copper components, and metal joining products. Certain of our products, such as plumbing tube, compete with products made of alternative materials, such as polybutylene plastic. A substantial increase in the price of copper could decrease the relative

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attractiveness of copper products in cases where alternatives exist and are allowable by local law or code, thereby adversely affecting our business, operating results or financial condition.

Product Segments

     We classify our products as commercial products, wholesale products, or rod, bar and other products.

Commercial Products

     Commercial products consist of several types of technically enhanced tube and fabricated products made to customer specifications, as well as our metal joining products. We believe that we are the primary supplier of one or more commercial products to some of the world’s largest and best known OEMs, particularly in the commercial and residential heating ventilation and air-conditioning, refrigeration and home appliance industries. Generally, our technical tube and fabricated products are custom designed, are manufactured for specific customer applications, and are sold directly to OEMs. Because of the higher level of added value, profitability tends to be higher for commercial products than for our other products.

     Commercial products include:

Industrial Tube

     Our small (as small as .01 inches) and medium diameter copper tube used primarily by residential air conditioning, appliance and refrigeration equipment manufacturers is known as “industrial” tube. Industrial tube is made to customer specifications for equipment manufacturing. Our industrial tube products include coils in lengths in excess of one mile (to permit economical transport to and use by the customers), smooth straight tube, internally enhanced tube with internal surface ridges to increase heat transfer in air conditioning coils, and very small diameter capillary tube.

Technical Tube

     Technical tube is used to increase the heat transfer in large commercial air conditioners, heat exchangers for power generating and chemical processing plants, water heaters, swimming pool and spa heaters and large industrial equipment oil coolers. Small, wedge-like grooves (fins) on the outer surface, together with additional internal enhancements, increase the surface area and refrigerant agitation, thereby increasing heat transfer efficiency. We were the first company to commercially develop integral finned tube, in which the fins are formed directly from the wall of the tube, and we hold patents in this area.

Copper Alloy Tube

     Copper alloy tube (principally copper mixed with nickel) is manufactured for certain severe uses and corrosive environments such as condenser tubes and heat exchangers in power generating plants, chemical plants, refineries and ships. Our copper alloy tube products include smooth and surface enhanced tube produced from a variety of alloys. Also included in the alloy

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tube category are surface enhanced titanium, brass and steel tube we produce from smooth tube supplied by outside sources.

Fabricated Products

     Fabricated products encompass a wide variety of copper, copper alloy, steel, titanium and aluminum tube products and sub-assemblies for a number of different applications. Precision drawn tube in a variety of cross-sectional shapes and alloys can be supplied in customer specified straight lengths or coils. Specialty fabricated parts, complex brazed assemblies and components (such as return bends and manifolds) are produced for a wide range of applications. Capabilities include cutting, bending/swaging, end spinning, hole piercing/drilling, specialized coiling and brazing.

Metal Joining Products

     Metal joining products include brazing alloys, fluxes and lead-free solder used in the air conditioning, plumbing, electronic, electrical component, jewelry, catalyst, lighting, shipbuilding, aerospace, general industrial and other metal-joining industries. There are over 2,000 product variations in this category.

     Commercial product sales accounted for 72%, 74% and 77% of our net sales in 2004, 2003 and 2002, respectively.

Wholesale Products

     Wholesale products consist of plumbing and refrigeration service tube produced in standard sizes and lengths primarily for plumbing, air conditioning and refrigeration service applications. Several major competitors manufacture copper tube in common sizes from 1/2” to 4” in diameter. These products are considered commodity products because price, availability and delivery are the driving competitive factors. Wolverine’s plumbing tube and refrigeration service tube are sold primarily through wholesalers and master distributors.

     Wholesale product sales accounted for 21%, 19% and 17% of our net sales in 2004, 2003 and 2002, respectively.

Rod, Bar and Other Products

     Rod, bar and other products consist of a broad range of copper and copper alloy solid products, including round, rectangular, hexagonal and specialized shapes. Brass rod and bar are used by industrial equipment and machinery manufacturers for valves, fittings and plumbing goods. Copper bars are used in electrical distribution systems and switchgear. Copper and copper alloy rod and bar products are sold directly to manufacturers and to service centers that keep an inventory of standard sizes. Other products consist of various tube, rod, bar and other items sold by our product distribution facility in The Netherlands.

     Rod, bar and other products accounted for 7%, 7% and 6% of our net sales in 2004, 2003 and 2002, respectively.

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Sales and Marketing

     We employ a direct sales force that is augmented by independent sales agents to pursue global sales opportunities. In addition, customer service representatives are available to respond to customer questions and to undertake or resolve any required customer service issues. Our sales structure forms an integral, critical link in communicating with our customers. Sales and marketing employees are particularly important in the higher value-added product segments, in which we often work side by side with customers in their product enhancement and new product development efforts. The sales function is coordinated through key senior executives responsible for our sales and marketing efforts.

North America

     Our sales structure in North America consists of sales officers, managers, field marketing representatives, customer service representatives and independent sales agents who are responsible for selling and servicing customer accounts.

International

     Our export sales are derived from both internal salespeople and foreign sales agents. We maintain sales, marketing and business development offices in Apeldorn, The Netherlands and in Shanghai, China.

     For information concerning sales, gross profit, and certain other financial information about foreign and domestic operations, see Note 21 of the Notes to Consolidated Financial Statements.

Energy Efficiency and Governmental Regulations

     Effective January 2006, the U.S. Government mandated increase in the Seasonal Energy Efficiency Ratio (“SEER”) standard takes effect. The new minimum standard is 13 SEER, which is a 30% increase from the current minimum standard rating of 10 SEER. We expect that the new standard will increase demand for our industrial tube and fabricated product businesses during the second half of 2005, as customers gear-up for the January 2006 implementation date of the new SEER mandate. We also expect the demand for our higher value-added, energy efficient tubes will continue to grow as manufacturers continue seeking ways to produce products that are less costly, more energy efficient and operate at a lower cost, and as existing commercial air conditioners continue to be replaced in response to the ban on production of chlorofluorocarbons. Government regulations at the local, state and federal levels periodically provide various incentives for consumers to purchase more energy efficient products, such as air conditioners, refrigerators and similar appliances, which we believe may also increase demand for our products. However, there can be no assurance that this anticipated demand will materialize, or that we will not face increased competition, with an adverse effect on profitability, from other manufacturers in this higher value-added segment.

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Markets

     Major markets for each of our product lines are set forth below:

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Key Customers

     In 2004, 2003 and 2002 our 10 largest customers accounted for approximately 44%, 46%, and 47%, respectively, of our consolidated net sales. No single customer accounted for 10% or more of our consolidated net sales in any of the previous 3 years.

Backlog

     A significant part of our sales are based on short-term purchase orders. For this reason, we do not maintain a backlog, and believe that a backlog is not a meaningful indicator of our future results. A significant amount of our sales result from customer relationships wherein we provide a high degree of specialized service and generally become the largest supplier of a customer’s copper and copper alloy requirements. Under these arrangements, our customers provide forecasts of their requirements, against which purchase orders are periodically released. In several cases, we have entered into multi-year arrangements with major customers in order to continue serving as the predominant supplier and, in several cases, the exclusive supplier on a global basis.

Manufacturing Processes

     The manufacture of copper and copper alloy tube, fabricated products and metal joining products consists of manufacturing processes including casting, extruding, drawing, forming, joining and finishing. In most cases, raw material is first cast into a solid cylindrical shape or “billet.’’ The billet is then heated to a high temperature, a hole is pierced through the center of the cylinder, and the cylinder is then extruded under high pressure. Material is then either drawn down to smaller sizes, or reduced on a forging machine and then drawn down to a smaller size. The outside and/or inside surface may be enhanced to achieve the desired heat transfer qualities. Depending on customer needs, bending, shaping, precision cutting, forming, annealing (heating to restore flexibility), coiling or other operations may be required to finish the product.

     Virtually all of our tube products are seamless with the exception of our welded tube products manufactured at our Jackson, Tennessee facility. Welded tube is made from a flat strip that is roll formed and welded together at the seam.

Raw Materials, Suppliers and Pricing

     Our principal raw materials are copper, nickel, zinc, tin and silver. In 2004, we purchased approximately 337 million pounds of metal, approximately 99% of which was copper. We contract for our copper requirements through a variety of sources, including producers, merchants, brokers, dealers, industrial suppliers and scrap dealers. Our raw materials are available from a variety of sources. We do not believe that the loss of any one source would materially affect our business, operating results or financial condition.

     The key elements of our copper procurement and product pricing strategies are the assurance of a stable supply and the avoidance, where possible, of exposures to metal price fluctuations. Copper prices fluctuate daily, typically using the Commodities Exchange (COMEX) price as a benchmark. We generally have an “open pricing’’ option under which we may fix the price of all or a portion of the metal subject to purchase contracts at any time up to

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the last COMEX trading day (usually two days before the end of the month) of the last month in a contract period.

     Product delivered to customers is priced with either: (i) a metal charge based on the market value of the metal as of the date of product shipment to the customer and a fixed fabrication charge, or (ii) we may quote a firm price to a customer, which covers both the cost of metal and fabrication charges. In either case, we minimize our exposure to metal price fluctuations through a variety of hedging strategies. When firm prices are quoted to customers, we generally, at the time the metal price for the customer is established, either price an equivalent amount of metal under open pricing arrangements with suppliers, or purchase forward contracts for the equivalent amount of metal. It is not our policy to attempt to profit from fluctuations in metal prices by taking speculative or risky commodity derivative positions.

     Beginning in April 2002, and in conjunction with the change in our method of accounting for inventories from the last-in, first-out method (LIFO) to the first-in, first-out method (FIFO), we began to enter into commodity forward contracts to sell copper in order to mitigate the impact that copper price decreases could have on the value of our inventory. See Note 2 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies – Derivatives and Hedging Activity” for more information.

Research and Development

     Our research and development efforts are primarily conducted in our Technology Center located in Decatur, Alabama, and are devoted to new product development, manufacturing process improvements and new product applications. While developing new products, we often work closely with certain major customers in order to develop specific new products for their applications. To compliment our research and development capabilities, we occasionally coordinate our efforts with those of universities, and governmental and private research organizations. Through our Technology Center, we support the engineering and testing of our custom-engineered processes, specialized products and product enhancements, and may make modifications to these based upon customer specifications.

     In 2002, we announced the introduction of a new, innovative Micro-Deformation Technology MDTÔ. This technology is being used to develop highly enhanced new heat transfer products for large chiller applications. In addition, this new technology has enabled us to develop products for non-tube applications, including electronic cooling, filtration, catalyst and others. We continue to participate in several industrial, university and governmental research projects relating to more efficient heat transfer tubes for industrial, commercial and residential heating and cooling applications, as well as refrigeration, power generation, chemical and petrochemical industries.

     Research and development expense was $3.5 million in 2004, $2.9 million in 2003 and $3.1 million in 2002. It is anticipated that a similar level of expenditure will be maintained in 2005. In addition to our Technology Center, we utilize our manufacturing facilities and technical personnel to assist in continually improving our manufacturing processes, as well as new product development as it relates to those manufacturing facilities.

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Patents and Trademarks

     We own a number of trademarks and patents within the United States (and in other jurisdictions) on certain products and related manufacturing processes. We have also granted licenses with respect to some of these trademarks and patents. While we believe that our patents and trademarks provide a competitive advantage and have value, we do not consider the success of our business as a whole to be primarily dependent on these patents, patent rights or trademarks.

Environmental Matters

     Our facilities and operations are subject to extensive environmental regulations imposed by local, state, federal, and provincial authorities in the United States, Canada, China, Portugal and Mexico with respect to emissions to air, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste materials. We have incurred, and may continue to incur, additional liabilities under environmental statutes and regulations. These potential liabilities may relate to contamination of sites we own or operate (including contamination caused by prior owners and operators of such sites, abutters or other persons), or have previously owned or operated, as well as the off-site disposal of hazardous substances.

     We believe our operations are in substantial compliance with all applicable environmental laws and regulations as currently interpreted. We utilize an active environmental auditing and evaluation process to facilitate compliance with applicable environmental laws and regulations. However, future regulations and/or changes in the text or interpretation of existing regulations may subject our operations to increasingly more stringent standards. While we cannot quantify the effect of any future potential changes on our business, compliance with such requirements may make it necessary, at costs which may be substantial, to retrofit existing facilities with additional pollution-control equipment and to undertake new measures in connection with the storage, transportation, treatment and disposal of by-products and wastes.

     We have established a reserve of approximately $1.0 million for undiscounted estimated environmental remediation costs at December 31, 2004. The total cost of environmental assessment and remediation depends on a variety of regulatory, technical and factual issues, some of which are not known or cannot be anticipated. While we believe that the reserve, under existing laws and regulations, is adequate to cover presently identified environmental remediation liabilities, there can be no assurance that such amount will be adequate to cover the ultimate costs of these liabilities, or the costs of environmental remediation liabilities that may be identified in the future.

Employees

     As of December 31, 2004, we had a total of 3,178 employees. Approximately 9% of our employees are represented by a union comprised of a majority of the hourly employees at our Montreal, Quebec plant who are covered by a collective bargaining agreement that expires on March 22, 2005. We are currently in negotiations with the Montreal labor union regarding a new collective bargaining agreement. The 37 maintenance department employees at our Shawnee, Oklahoma facility elected to be represented by the Arkansas Regional Council of Carpenters/United Brotherhood of Carpenters and Joiners of America in May 2003, but opted to

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de-certify that representation in October 2004. As a whole, we believe our relations with our employees are good.

Executive Officers of the Registrant

     The following table sets forth certain information with respect to each of our executive officers as of December 31, 2004, except as otherwise noted:

     Dennis J. Horowitz has been Chief Executive Officer and a director of our company since March 1998, and in January of 2001 he also became Chairman of the Board of Directors. He also previously held the position of President of our company from March 1998 until February 2005. Prior to joining our company, Mr. Horowitz served as Corporate Vice President and President of the Americas of AMP Incorporated, a high technology electric connector and interconnection systems company, since September 1994. Mr. Horowitz also serves as a director of Superconductor Technologies, Inc and Technitrol, Inc.

     Johann R. Manning, Jr. has been President and Chief Operating Officer since February 2005. He previously held positions of Senior Vice President, Fabricated Products and General Counsel of our company from October 2001 until February 2005, Senior Vice President of Human Resources and General Counsel from May 2000 until October 2001 and Vice President of Human Resources and General Counsel from May 1998 until May 2000. Prior to joining our company, Mr. Manning had served as Senior Counsel for Mercedes-Benz U.S. International, Inc., a vehicle manufacturer, since March 1998. Prior to joining Mercedes-Benz, Mr. Manning was employed for over eight years with Genuine Parts Company, a diversified wholesale distribution company, where he held various positions including Vice President of Human Resources and Corporate Counsel for its Motion Industries, Inc. subsidiary.

     James E. Deason has been a director of our company since October 1995. Mr. Deason has been the Executive Vice President, Chief Financial Officer and Secretary of our company since September 1994. Prior to joining our company, Mr. Deason, a Certified Public Accountant, spent 19 years with Ernst & Young LLP and was a partner from 1988 until he joined our company. On December 1, 2004, Mr. Deason announced his intention to retire, effective March 31, 2005, as Executive Vice President, Chief Financial Officer, Secretary and a member of the Board of Directors.

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     Garry K. Johnson has been the Senior Vice President, Sales of our company since 2002. He previously held the positions of Vice President, Sales from 1998 until 2002, Industrial Marketing Manager from 1990 until 1998, Field Sales Representative from 1981 until 1990 and Production Supervisor from 1979 until 1981. Mr. Johnson has been employed by our company for twenty-six years.

     Massoud Neshan has been the Senior Vice President, Technology of our company since August 1999. Prior to joining our company, Mr. Neshan had served as Vice President of Engineering and Research and Development for Hill Phoenix, a subsidiary of The Dover Corporation, since March 1996. Prior to joining Hill Phoenix, Mr. Neshan was employed for six years with Nax Corporation where he held the position of Executive Vice President. Mr. Neshan has spent his entire career in the heating, ventilation, air conditioning/refrigeration industry.

     Thomas B. Sabol has been the Senior Vice President, Finance and Accounting, of our company since December 2004. Prior to joining our company, Mr. Sabol was an independent business consultant since 2003. Prior to 2003, Mr. Sabol had served first as Chief Financial Officer, and later as Chief Operating Officer, of Plexus Corp., a publicly traded electronic manufacturing services company from January 1996 until November 2003. Mr. Sabol will assume the role of Senior Vice President, Chief Financial Officer and Secretary upon the retirement of Mr. Deason. Mr. Sabol also serves as a director of Suntron Corporation.

     Keith I. Weil has been the Senior Vice President, International and Strategic Development of our company since February 2005. He has also held the position of Senior Vice President, Tubing Products, of our company from December 1998 until February 2005. Prior to joining our company, Mr. Weil had been a Global Business Executive and General Manager Consumer/Commercial for AMP Incorporated since 1996. Prior to 1996, Mr. Weil was employed by Philips Electronics NV for fourteen years in positions that included President of Graner Company (a division of Philips), General Manager of Philips Circuit Assemblies and Vice President of Marketing for Philips Broadband.

     Thomas A. Morton has been the Vice President of Purchasing and Logistics since February 1999. He previously held the positions for our Canadian operations of Metal Manager from January 1996 until January 1999 and Corporate Controller from May 1989 to December 1996. Prior to joining our company, Mr. Morton, a Chartered Accountant, was employed for ten years with Ernst & Young in Canada.

     Allan J. Williamson has been the Corporate Controller since February 2004. He previously held the positions of Group Controller – Tube Group and Wolverine Tube Europe from August 2003 until January 2004, and Group Controller – Fabricated Products Group from August 2002 when he joined the Company until July 2003. Prior to joining our company, Mr. Williamson was Chief Financial Officer and Vice President of Business Planning of ADS Environmental Services from September 1995 through September 2002, and before that he was Vice President – Operations Controller from January 1995 through August 1995 for Continental Can Company and Vice President of Finance of General Marble from January 1993 to January 1995.

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Risk Factors That May Affect Future Performance

     This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to current or historical fact, but address events or developments that we anticipate will occur in the future. Forward-looking statements include statements regarding our goals, beliefs, plans or current expectations, taking into account the information currently available to our management. When we use words such as “anticipate,” “intend,” “expect,” “believe,” “plan,” “may,” “should” or “would” or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Statements relating to future sales, earnings, operating performance, restructuring strategies, capital expenditures and sources and uses of cash, for example, are forward-looking statements.

     These forward-looking statements are subject to various risks and uncertainties, including the risks described below and elsewhere in this report, which could cause actual results to differ materially from those stated or implied by such forward-looking statements. You should carefully consider each of the following risks and all other information contained in or incorporated by reference in this report and in our filings with the SEC. The risks described below and in our filings with the SEC are not the only ones we face. Additional risks and uncertainties not presently known to us, or which we currently consider immaterial, also may adversely affect us. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected.

Our significant debt levels may limit our future ability to obtain additional financing and to pursue business opportunities.

     As of December 31, 2004, our total debt was $238.2 million, which represented approximately 53% of our total capitalization. We are permitted under our secured revolving credit facility and the indentures governing our outstanding Senior Notes to incur additional debt under certain circumstances.

     There are several important consequences of having significant debt levels, including the following:

	•	a substantial portion of our cash from operating activities must be used to pay principal and interest on our debt and may not be available for other purposes, thereby reducing the availability of the Company’s cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;
	•	our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited;
	•	adverse economic or industry conditions are more likely to have a negative effect on our business;
	•	we may be at a competitive disadvantage to our competitors that have relatively less indebtedness;
	•	our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other purposes may be limited;

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	•	our ability to make acquisitions, develop new technologies and products and take advantage of significant business opportunities may be negatively affected; and
	•	the need to use cash from operating activities to service and pay its debt and for operating expenses may limit or impair our future ability to pay dividends, if any, on our common stock.

We may not be able to satisfy our debt obligations.

     Our ability to pay the required interest and principal payments on our debt depends on the future performance of our business. The performance of our business is subject to general economic conditions and other financial and business factors, many of which are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations, we may not realize our currently anticipated revenues and operating performance and future borrowings may not be available to us in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs.

     If we are unable to meet our debt service obligations or fund other liquidity needs, we could be forced to restructure or refinance our indebtedness, seek additional equity capital or sell assets. We cannot assure you that we will be able to accomplish those actions on satisfactory terms, or at all.

Despite our significant debt levels, we and our subsidiaries may be able to incur substantially more debt. This could further exacerbate the risks described above.

     We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the credit agreement governing our secured revolving credit facility and indentures governing our outstanding notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.

     The amended credit agreement governing our secured revolving credit facility permits us to borrow up to $40.0 million (subject to a $2.0 million excess availability requirement) as long as we meet certain accounts receivable and inventory levels and comply with financial and operating covenants. Further, although the covenants in the credit agreement generally prohibit us from incurring additional indebtedness, the limited exceptions to this restriction would permit the Company to incur specific types of indebtedness, for example, up to $2.5 million in purchase money indebtedness to finance the purchase of fixed assets. The credit agreement also contains a general exception to this restriction for the incurrence of up to $5.0 million in additional unsecured debt under certain conditions.

     The covenants contained in the indenture governing our 10.5% Senior Notes do not limit the additional indebtedness we may incur so long as we have met the required coverage ratio, which generally measures our ability to cover our ongoing debt service obligations with our earnings, and no default has occurred nor is it continuing. These restrictions do not prevent us from incurring obligations that do not constitute indebtedness. To the extent new debt is added to our and our subsidiaries’ currently anticipated debt levels, the substantial leverage risks described above would increase.

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We may not be able to borrow funds under our secured revolving credit facility if we are not able to meet the conditions to borrowing in that facility, or to renew on acceptable terms upon expiration of the facility in March 2007, or to obtain alternative financing to satisfy working capital needs.

     We view our existing secured revolving credit facility as a source of available liquidity. This facility contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds. Should we need to borrow under this facility in the future, there can be no assurance that we will be in compliance with these conditions, covenants and representations. By its terms, the secured revolving credit facility expires in March 2007. We anticipate renewing the facility on terms at least as favorable as the existing facility, but there can be no assurances of renewal or the terms on which we renew.

     Alternatively, we are in discussions with our commercial banks regarding new financing arrangements or restructuring our existing secured revolving credit facility to provide additional sources of funds. There is no assurance that these discussions will be successful, or will result in timely additional liquidity to satisfy working capital needs.

Our inability to comply with the debt covenants contained in the indentures for our outstanding notes and in our other debt agreements, including our secured revolving credit facility, could lead to an acceleration of our debt and possibly bankruptcy.

     The indentures for our outstanding notes and our agreement governing the secured revolving credit facility contain a number of significant covenants that limit our ability to, among other things:

	•	incur other indebtedness;
	•	engage in transactions with affiliates;
	•	incur liens;
	•	make certain restricted payments;
	•	enter into certain business combinations and asset sale transactions; and
	•	make investments.

     These restrictions could limit our ability to undertake future financings, make needed capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. Our secured revolving credit facility also contains covenants that require the Company to meet certain financial tests. Changes in economic or business conditions, results of operations or other factors could make us unable to comply with these covenants and cause us to default under our debt agreements. A default, if not waived by our lender, could result in acceleration of our debt and possibly bankruptcy. Since March 2002 when we entered into the credit facility, we and our creditors have amended the credit facility six times to alter certain financial tests that we must satisfy, and we have also obtained waivers from time to time from the creditors under this facility to waive compliance with certain performance covenants contained in the credit facility.

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Our profitability is subject to the volatility of markets for raw materials, primarily copper, and our ability to pass on to our customers any increased costs for raw materials.

     Our profitability depends upon the margin between the cost to us of copper raw materials, our fabrication costs associated with converting the metal, the selling price of our copper based products and the overall supply of copper and other raw materials. Prices for copper raw material are subject to cyclical price fluctuations. While it is our intention to base the selling prices of our products upon the associated raw materials costs to us at the time of sale of our finished products or as set by our purchases for forward delivery or hedging with futures and options contracts, there can be no assurance that we will be able to pass all increases in copper costs, and ancillary acquisition costs associated with taking possession of the metal, through to our customers. Significant increases in the price of copper, if not offset by product price increases, or the inability to obtain copper or other needed raw materials, would have a material adverse effect on our consolidated financial condition, results of operations or cash flows. In addition, certain of our copper products compete with products made of alternative substances, such as polybutylene plastic. A substantial increase in the price of copper could decrease the relative attractiveness of our copper products, particularly our wholesale products, in cases where an alternative exists and thereby adversely affect our sales volumes and results of operations.

Our customers operate in industries that are subject to cyclical and seasonal demand and that are affected by other global economic conditions, which can adversely affect our sales volumes and profitability.

     Achievement of our business objectives depends on the continued growth of customer demand for our products or services. If the copper tube industry does not continue to grow, the demand for our products and services may not continue to develop. Our business is affected by changes in demand in our customers’ markets as well as by global economic conditions that affect our customers’ operations. Any significant downturn in our customers’ businesses could result in a reduction in demand for our products and could reduce our revenue.

     Demand for our products, particularly our wholesale products, is cyclical and is significantly affected by changes in general economic conditions that affect our customers’ markets and that are beyond our control. These conditions include the level of economic growth, employment levels, financing availability, interest rates, consumer confidence, housing demand and construction activity. Decreases in demand for our products resulting from these conditions can reduce the prices we receive for our products, our unit sales volumes and our gross profit.

     In addition, demand in certain of the industries to which we sell our products, including the residential air conditioning industry, and to a lesser extent, the commercial air conditioning industry, is seasonal. Our sales to the residential air conditioning industry are generally greater in the first and second quarters of the year and lower in the third and fourth quarters due to our customers’ increase of inventory in anticipation of summer air conditioning sales and housing starts. Our sales to the residential air conditioning industry also decrease in years with unseasonably cool summers.

      Additionally, the federal regulations, effective in January 2006, that require a 30% improvement in efficiency standards of certain residential air conditioning units, may not increase demand for our products to the extent or in the time periods expected.

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We face significant competition in many cases from competitors that are larger than us, and that have manufacturing and financial resources greater than ours.

     We face significant competition in each of our product lines. We have numerous competitors, some of which are larger than us and have greater financial resources. We may not be able to compete successfully and competition may have a negative effect on our business, operating results or financial condition by reducing volume of products sold and/or selling prices and accordingly reducing revenues and profits and depleting capital. Minimal product differentiation among competitors in our wholesale and rod and bar product lines creates a pricing structure where customers differentiate between products almost exclusively on price. In these product areas, certain of our competitors have significantly larger market shares than us and tend to be the industry pricing leaders. If our competitors in these product lines were to significantly reduce prices, our unit sales and profit margins could be reduced. We currently face limited competition for certain of our higher value-added commercial products that have higher profit margins. If our existing competitors expand operations in these product categories or if new competitors enter these product lines, our sales of these higher margin products could fall and our profitability could be reduced or eliminated.

     For certain of our higher value-added commercial products, which have higher margins, we compete primarily on the basis of technological advantages of these products. Technological improvements by competitors could reduce our advantage in these product lines and thereby reduce our revenue. We could also be adversely affected if new technologies emerge in the air conditioning, refrigeration or other consumer industries that reduce or eliminate the need for copper and copper alloy tube, fabricated products and metal joining products. Certain of our products, such as plumbing tube, compete with products made of alternative substances, such as polybutylene plastic. A substantial increase in the price of copper could decrease the relative attractiveness of copper products in cases where an alternative exists and thereby reduce our revenue.

The loss of any of our major customers could adversely affect our revenues and financial health.

     In 2004 and 2003, our 10 largest customers accounted for approximately 44% and 46%, respectively, of our consolidated net sales. If we were to lose any of our relationships with these customers, our revenues and results of operations and financial condition might suffer.

We have experienced net losses in recent periods and we may experience net losses in the future.

     We have experienced net losses in the past, and may experience net losses in the future. Competitive price pressure, cyclical demand for our products and an economic downturn in industries we serve, among other factors, could have a material adverse effect on the prices we receive for our products, unit sales volumes and gross profit. These factors may in turn reduce our cash flow and operating results in future periods. If we are unable to generate positive cash flow in the future, we may not be able to make payments on our debt obligations.

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Our business plan calls for the start-up of our Monterrey, Mexico facility. If we are unable to initiate production or achieve expected cost levels on our anticipated schedule, our revenues and operating margins could be adversely affected.

     During 2005, we expect to complete the start-up of our Monterrey, Mexico facility. While we initially expect to experience increased costs in connection with the start-up of this operation, we also expect these costs to decrease as we and our employees gain more experience. Delays in the start-up of the Monterrey, Mexico facility or in achieving the anticipated cost reductions could adversely affect our revenues and operating margins.

Risks associated with the operation of our manufacturing facilities may have a material adverse effect on our business

     Our revenues are dependent on the continued operation of our various manufacturing facilities. The operation of manufacturing plants involves many risks including:

	•	the breakdown, failure or substandard performance of equipment;
	•	inclement weather and natural disasters;
	•	the need to comply with directives of, and maintain all necessary permits from, governmental agencies;
	•	raw material supply disruptions;
	•	labor force shortages, work stoppages, or other labor difficulties; and
	•	transportation disruptions.

     The occurrence of material operational problems, including but not limited to the above events, may have an adverse effect on the productivity and profitability of a particular manufacturing facility, or our Company as a whole.

Currency fluctuations may place us at a competitive disadvantage and reduce our revenue.

     Our manufacturing costs, profit margins and competitive position may be affected by the strength of the currencies in countries where our products are manufactured relative to the strength of the currencies in the countries where our products are sold. The Company currently has significant manufacturing operations in Canada which supplies numerous US customers. For the fiscal year ended December 31, 2004, our Canadian operations accounted for 23% of consolidated net sales. If the Canadian dollar strengthens materially against the U.S. dollar, our Canadian operations could be subject to increased competition from U.S. suppliers, which could reduce our revenue from operations.

Our international operations expose us to numerous risks that other companies that are not global may not face.

     We have significant manufacturing and/or sales operations in Canada, China, The Netherlands, Portugal and Mexico. In 2004, foreign operations represented 30% of our consolidated net sales. As with all companies that have sizeable operations and sales outside the U.S., we are subject to the risks inherent in conducting business across national boundaries, any one of which could adversely impact our business. In addition to currency fluctuations, these risks include:

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	•	economic downturns;
	•	changes in or interpretations of local law, governmental policy or regulation, particularly in countries with developing legal systems such as China;
	•	restrictions on the transfer of funds into or out of the country;
	•	import and export duties and quotas and other trade barriers;
	•	domestic and foreign customs and tariffs;
	•	varying tax systems;
	•	different regimes controlling the protection of our intellectual property;
	•	international incidents;
	•	military outbreaks;
	•	government instability;
	•	nationalization of foreign assets; and
	•	government protectionism.

     We intend to continue to evaluate opportunities to establish new manufacturing and sales operations outside the U. S. One or more of the foregoing factors could impair our current or future international operations and, as a result, harm our overall business.

We, and some of our major customers, have unionized employees and we could be adversely affected by labor disputes affecting us or our major customers.

     Some of our employees and some employees of our major customers are unionized. At December 31, 2004, approximately 9% of our employees were unionized. Our unionized employees are hourly workers located at our Montreal facility where various copper and copper alloy tube products and substantially all of our rod and bar products are manufactured. The current collective bargaining agreement with the union representing these employees expires on March 23, 2005, and we are currently in negotiations with this union regarding a new collective bargaining agreement. If the parties do not enter into a new agreement, actions such as a strike or lock-out are possible and could impair our production capabilities or otherwise negatively affect our business.

We may engage in acquisitions that could increase our debt and, if any acquisitions are not successfully integrated with our business, this could increase our costs, divert management’s attention, disrupt existing business relationships and have a negative impact on our results of operations.

     We may engage in strategic acquisitions in the future. However, we cannot assure you that attractive acquisitions will be available to us at reasonable prices. In addition, to facilitate future acquisitions, we may take actions that could have a detrimental effect on our results of operations including:

	•	the incurrence of substantial debt;
	•	increased depreciation and amortization expense;
	•	increased interest expense; or
	•	decreased operating income.

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     Acquisitions also entail numerous business risks, including:

	•	difficulties in assimilating acquired businesses;
	•	unanticipated costs, including the assumption of environmental liabilities, that could materially adversely affect our results of operations;
	•	diversion of management’s attention from other business concerns;
	•	negative effects on existing business relationships with suppliers and customers; and
	•	risks of entering markets in which we have no or limited prior experience.

     In addition, we may engage in divestitures that could have a negative impact on earnings. We could divest one or more of our plants or operations in the future that may require a restructuring of operations or reduce revenues.

We could incur significant costs, including remediation costs, as a result of complying with environmental laws.

     Our facilities and operations are subject to extensive environmental laws and regulations imposed by federal, state, provincial and local authorities in the U.S., Canada, China, Portugal and Mexico relating to the protection of the environment and human health and safety, including those governing emissions to air, discharges to waterways and the generation, handling, storage, transportation, treatment and disposal of, and exposure to, hazardous materials. We could incur substantial costs, including cleanup costs, fines or sanctions, and third-party claims for property damage or personal injury, as a result of violations of or liabilities under environmental laws. We have incurred, and in the future may continue to incur, liability under environmental statutes and regulations with respect to the contamination detected at sites owned or operated by us (including contamination caused by prior owners and operators of such sites, abutters or other persons) and the sites at which we disposed of hazardous substances. We have established a reserve with respect to certain presently estimated environmental remediation costs. This reserve may not be adequate to cover the ultimate costs of these liabilities (or ones that may be identified in the future) and the discovery of additional contaminants or the imposition of additional cleanup obligations could result in significant costs. In addition, we expect that future regulations, and changes in the text or interpretation of existing regulations, may subject us to increasingly stringent standards. Compliance with such requirements may make it necessary, at costs which may be substantial, for us to retrofit existing facilities with additional pollution-control equipment, undertake new measures in connection with the storage, transportation, treatment and disposal of by-products and wastes or take other steps.

Our competitive advantage could be reduced if our intellectual property becomes known by our competitors, or if technological changes reduce our customers’ need for our products.

     We own a number of trademarks and patents (in the U.S. and other jurisdictions) on our products and related manufacturing processes and we have granted licenses with respect to some of our trademarks and patents. In addition to trademark and patent protection, we rely on trade secrets, proprietary know-how and technological advances that we seek to protect. If our intellectual property is not properly protected or is independently discovered by others or otherwise becomes known, our protection against competitive products could be diminished. Because we compete primarily on the basis of these technical advantages of our commercial products, technical improvements by our competitors could reduce our competitive advantage in

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these product lines and thereby reduce our unit sales and profits per unit. In addition, the development of new technologies in the air conditioning, refrigeration or other consumer industries, including technologies developed in response to the elimination of CFCs and certain refrigerants, could reduce or eliminate the need for copper and copper alloy based products and thereby reduce our sales volumes and have a negative impact on our operating results.

If our internal computer network and applications suffer disruptions or fail to operate as designed, our operations will be disrupted and our business may be harmed.

     We rely on network infrastructure and enterprise applications, and internal technology systems for our operational, marketing support and sales, and product development activities. The hardware and software systems related to such activities are subject to damage from earthquakes, floods, lightning, tornadoes, fire, power loss, telecommunication failures and other similar events. They are also subject to acts such as computer viruses, physical or electronic vandalism or other similar disruptions that could cause system interruptions and loss of critical data, and could prevent us from fulfilling our customers’ orders. We have developed disaster recovery plans and backup systems to reduce the potentially adverse effects of such events, as they could impact our operations. Any event that causes failures or interruption in our hardware or software systems could result in disruption of our business operations, have a negative impact on our operating results, and damage our reputation.

The recent conflict in Iraq and any future global conflict or terrorist activities may cause the economic conditions in the U.S. or abroad to deteriorate, which could harm our business.

     The U.S. and other countries recently engaged in a war in Iraq and military personnel are still engaged in that country. The duration and outcome of these activities are unknown. Continued occupation of Iraq, future terrorist attacks against U.S. targets, rumor or threats of war, additional conflicts involving the U.S. or its allies or trade disruptions may impact our operations or cause general economic conditions in the U.S. and abroad to deteriorate. A prolonged economic slowdown or recession in the U.S. or in other areas of the world could reduce the demand for our products and, therefore, negatively affect our future sales and profits. Any of these events could have a significant impact on our business, financial condition or results of operations and may result in the volatility of the market price for our common stock and other securities.

Our stock price may be volatile.

     The market price of our common stock could be subject to significant fluctuations. Among the factors that could affect our stock price are:

	•	quarterly variations in our operating results;
	•	changes in revenue or earnings estimates or publication of research reports by analysts;
	•	failure to meet analysts’ or our own revenue or earnings estimates;
	•	speculation in the press or investment community;
	•	strategic actions by us or our competitors, such as acquisitions or restructurings;
	•	the impact of the risks discussed herein and our ability to react effectively to those risks;

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	•	a change in technology that may add to manufacturing costs;
	•	actions by institutional stockholders;
	•	general market conditions; and
	•	domestic and international economic factors unrelated to our performance.

     The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Limited trading volume of our common stock may contribute to its price volatility.

     Our common stock is traded on the New York Stock Exchange. During the year ended December 31, 2004, the average daily trading volume of our common stock as reported by Bloomberg L.P. was approximately 65,000 shares. It is uncertain whether a more active trading market in our common stock will develop. Also, many investment banks no longer find it profitable to provide securities research on small-cap and mid-cap companies. If analysts were to discontinue coverage of our common stock, our trading volume may be further reduced. As a result, relatively small trades may have a significant impact on the market price of our common stock, which could increase the volatility and depress the price of such stock.

Future sales of our common stock may cause the price of our common stock to decline or impair our ability to raise capital in the equity markets.

     In the future, we may sell additional shares of our common stock in public or private offerings, and we may also issue additional shares of common stock to finance future acquisitions. Shares of our common stock are also available for future sales pursuant to stock options and/or restricted stock that we have granted to certain employees and directors, and in the future we may grant additional stock options and/or restricted stock to our employees and directors. Sales of substantial amounts of common stock, or the perception that such sales could occur, may adversely affect prevailing market prices for shares of our common stock and could impair our ability to raise capital through future offerings.

Provisions in our agreements, charter documents, stockholder rights plan and Delaware law may delay or prevent an acquisition of Wolverine, which could decrease the value of our common stock.

     Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions include a classified board of directors, removal of directors only for cause, and the inability of stockholders to act by written consent or to call special meetings. In addition, our board of directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer. Delaware law also imposes some restrictions on mergers and other business combinations between the Company and any holder of 15% or more of our outstanding common stock. In addition, we have adopted a stockholder rights plan that makes it more difficult for a third party to acquire it without the approval of our board of directors. Although we believe these provisions provide for an opportunity to receive a higher bid by requiring potential acquirers to

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negotiate with our board of directors, these provisions apply even if the offer may be considered beneficial by some stockholders.

Item 2. Properties

     We have a total of approximately 2.7 million square feet of manufacturing capacity at facilities located in the United States, Canada, Mexico, Portugal, and China. Our corporate headquarters is located in Huntsville, Alabama. We maintain various warehouse operations in the United States and Canada, as well as warehouse and office space in Apeldorn, The Netherlands. Listed below are our manufacturing facilities:

Domestic Facilities

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     We lease a 109,000 square foot warehouse in Tanner, AL to service the wholesale products market in the U.S. employing 26 people.

International Facilities

     We lease a 45,000 square foot warehouse in London, Ontario to service the wholesale products market in Canada employing 1 employee. We also lease a facility in Apeldorn, The Netherlands, comprised of a 16,000 square foot warehouse and a 3,000 square foot of office space. There were 9 employees at the Apeldorn facility at December 31, 2004.

     We believe that our facilities are adequate for our current and reasonably anticipated future needs.

Item 3. Legal Proceedings

     Our facilities and operations are subject to extensive environmental laws and regulations, and we are currently involved in various proceedings relating to environmental matters as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Environmental Matters” and incorporated herein by reference. We are not involved in any legal proceedings that we believe could have a material adverse effect upon our business, operating results or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the fourth quarter of 2004.

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PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     Our Common Stock is traded on the New York Stock Exchange under the symbol “WLV.” As of March 7, 2005, there were 14,985,570 shares of Common Stock outstanding, held by 273 stockholders of record.

     The following table sets forth, for the periods indicated, the range of high and low reported sale prices for our Common Stock on the New York Stock Exchange:

     We did not declare or pay cash dividends on our Common Stock during the years ended December 31, 2004, 2003 or 2002. We do not currently plan to pay cash dividends on our Common Stock. In the foreseeable future, any future determination to pay cash dividends will depend on our results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors. We intend to retain earnings to support the growth of our business. In addition, our credit agreement and senior note indentures permit us to pay dividends on the Common Stock only if certain financial and other tests are met.

Item 6. Selected Financial Data

     The historical consolidated financial data presented below should be read in conjunction with the information set forth under “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements beginning on page F-1.

     The balance sheet data presented below as of December 31, 2004 and 2003 and the income statement data presented below for each of the years in the three-year period ended December 31, 2004, are derived from our audited Consolidated Financial Statements beginning on page F-1. The other balance sheet and income statement data presented below are derived from our previously audited Consolidated Financial Statements for the years ended December 31, 2002, 2001 and 2000, which are not presented herein.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion of our consolidated operating results and financial condition for the three years ended December 31, 2004, and should be read in conjunction with the Consolidated Financial Statements and related notes beginning on page F-1.

Overview

     Wolverine is a world-class quality manufacturer of copper and copper alloy tube, fabricated and metal joining products, and copper and copper alloy rod and bar products. Our focus is on custom-engineered, higher value-added tubular products, fabricated and metal joining products which enhance performance and energy efficiency in many applications, including commercial and residential heating, ventilation and air conditioning, refrigeration, home appliances, automotive, industrial equipment, power generation, petro-chemicals and chemical processing. We believe that we have the broadest product offering of any North American manufacturer of copper and copper alloy tube, which allows the offering of packaged solutions and cross selling opportunities. Our principal product lines are commercial products, wholesale products and rod, bar and other products.

Executive Summary

     Our business continues to be impacted by the significant increase in copper prices over the last 18 months. The run up in copper prices that began in the second half of 2003 continued throughout all of 2004. Average monthly copper prices in 2004 have ranged from a low of $1.10 per pound to a high of $1.46 per pound. This increase in copper prices is the result of several factors, including an imbalance between the current world supply and demand for copper, exacerbated by Asian demand, and financial speculation in this commodity market. As a result of these factors, in addition to higher raw material costs for copper, suppliers in 2004 increased premiums charged on purchases of copper above the COMEX published prices for all grades of material. This situation has also, in many cases, shortened the payment terms to raw material suppliers. We expect these trends to continue for 2005.

     Our terms of sale with our commercial products customers generally allow us to pass through the COMEX published price of copper on the day of shipment. More recently, we have been successful in passing along to our customers, in the form of surcharges, some or all of the premiums being paid for copper. We were successful in 2004 in increasing our average sales revenue per pound (excluding the cost of metal) from $0.975 in 2003 to $1.045 in 2004, while maintaining tight controls on our costs. Average cost to manufacture per pound was $0.857 per pound in 2004 as compared to $0.850 per pound in 2003.

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     Due to the increase in copper prices in 2004, we have had to invest more dollars in working capital relative to inventory and accounts receivable, partly offset by an increase in payables. This effect has been minimized by improved accounts receivable day’s sales outstanding. The increased working capital demands caused by the increase in copper prices has reduced our liquidity, and has caused us to occasionally draw on our secured revolving credit facility. Due to the seasonality of our business, we generally are a user of cash in the first half of the year, and generate cash in the second half of the year.

     In early 2005, the Company decided to take advantage of the special 85% dividends received deduction on the repatriation of certain foreign earnings offered under the American Jobs Creation Act of 2004. On February 28, 2005 the Company repatriated approximately $10.2 million in previously unremitted earnings from its Chinese subsidiary. These funds had historically been considered as unavailable for use in the U.S. due to significant tax payments that would be due upon repatriation. The repatriation of these funds was mostly used to reduce the Company’s domestic borrowings. The Company will take a tax charge of approximately $0.5 million in the first quarter 2005 associated with the repatriation.

     Demand for our products has generally increased as the overall general economy has improved. In addition, more and more of our customers are outsourcing fabricated components which are benefiting our fabricated products group. However, because of the increase in copper prices and the reluctance of wholesale distributors to stock material in an uncertain commodity market, sales of our wholesale products declined in 2004 versus 2003.

General

     The following general factors should be considered in analyzing our results of operations:

Critical Accounting Policies

     We base this discussion and analysis of results of operations, cash flow and financial condition on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S.

Uses of Estimates

     The preparation of the financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Inventory

     Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory costs include material, labor, and factory overhead. Our maintenance and operating supplies inventory is valued using various methods across our facilities to determine cost. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare these with our current

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inventory levels. Obsolete or unsaleable inventories are reflected at their estimated net realizable values.

Derivatives and Hedging Activities

     Our earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates and interest rates. We use derivative financial instruments to manage commodity prices, foreign currency exchange rates and interest rate exposures, though not for speculative purposes. Derivatives used are primarily commodity forward contracts, foreign currency forward contracts and interest rate swaps.

     We apply the provisions of Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by Statement of Financial Accounting Standard No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, and by Statement of Financial Accounting Standard No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, (collectively referred to as “SFAS 133”), for most of the Company’s derivatives. Some of our derivatives are designated as either a hedge of a recognized asset or liability or an unrecognized firm commitment (fair value hedge), or a hedge of a forecasted transaction (cash flow hedge). For fair value hedges, both the effective and ineffective portion of the changes in the fair value of the derivative, along with any gain or loss on the hedged item that is attributable to the hedged risk, are recorded directly to earnings. The effective portion of changes in fair value of derivatives that are designated as cash flow hedges are recorded in accumulated other comprehensive income, until the hedged item is realized, when the gain/(loss) previously included in accumulated other comprehensive income is recognized in earnings. Our foreign currency hedges are accounted for under Statement of Financial Accounting Standard No. 52 (“SFAS 52”), Foreign Currency Translation.

Long-lived assets

     The values assigned to long-lived assets such as property, plant and equipment, assets held for sale and goodwill are reviewed as appropriate. We estimate the depreciable lives of property, plant and equipment, and review the assets for impairment if events, or changes in circumstances, indicate that we may not recover the carrying amount of an asset.

     On January 1, 2002, we adopted Statement of Financial Accounting Standard No. 142 (“SFAS 142”), Goodwill and Other Intangible Assets. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS 142 presumes that goodwill has an indefinite useful life and, thus should not be amortized, but rather tested at least annually for impairment using a lower of cost or fair value approach. During 2004, we conducted the required annual goodwill impairment review, and based upon the results of this review, determined that there is no impairment of goodwill for 2004. In 2003, we conducted a goodwill impairment review and based on the results of that review, recorded an impairment charge of $23.2 million. If we fail to achieve estimated growth rates and/or profit projections, if interest rates increase, or if other estimates or assumptions change in the future, we may record additional impairment charges for goodwill in the future.

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Income Taxes

     For financial reporting purposes, we determine our current and deferred tax liabilities in accordance with the liability method of accounting for income taxes as specified in Statement of Financial Accounting Standard No. 109 (“SFAS 109”), Accounting for Income Taxes. Under SFAS 109, deferred tax liabilities and assets are recorded for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Property, plant and equipment, inventories, prepaid pension, postretirement benefit obligations, and certain other accrued liabilities are the primary sources of these temporary differences. Deferred income tax also includes operating loss and tax credit carryforwards.

Pension and Postretirement Benefit Costs

     Net pension and postretirement cost was $7.7 million, $8.1 million and $6.3 million, respectively, for the years ended December 31, 2004, 2003 and 2002. Total estimated pension and postretirement expense in 2005 is expected to be approximately $9.6 million. These expenses are primarily included in cost of goods sold, and selling, general and administrative expenses. Lesser amounts are included in restructuring charges and discontinued operations. In 2004 and 2003, we did not make a contribution to our U.S. qualified defined benefit pension plans. In 2002, we made a $5.0 million voluntary contribution to our U.S. qualified defined benefit pension plans. In 2004, 2003 and 2002, we made a $1.1 million, $0.6 million and $0.1 million contribution, respectively, to our Canadian defined benefit pension plans. In 2003, we also transferred $4.3 million to a rabbi trust to partially fund the vested benefit obligations to certain executives under our nonqualified supplemental executive retirement plan.

     Our pension and postretirement benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and expected long-term rates of return on plan assets. Material changes in our pension and postretirement benefit costs may occur in the future due to changes in these assumptions, changes in the number of plan participants, changes in the level of benefits provided, changes to the level of contributions to these plans and other factors. Estimates and assumptions concerning our pension and postretirement obligations and related periodic costs can be found in Notes 12 and 13 of the Notes to Consolidated Financial Statements.

Components of Cost of Goods Sold

     The cost of raw materials, principally copper, is a substantial portion of our cost of goods sold. The rise and fall of copper prices and other metal affects the levels of our net sales, costs of goods sold and the carrying value of inventory, even in the absence of increases or decreases in business activity. We enter into commodity forward contracts to sell copper in an effort to protect the value of our inventory against decreases in copper prices. Thus, while these hedges are in place, and if copper prices continue to increase, our gross margin may be affected.

Variability of Wholesale Product Gross Profit

     Gross profit attributable to sales of our wholesale products has fluctuated and may continue to fluctuate substantially from period to period. Gross profit/(loss) from sales of these products was $5.9 million in 2004, $(0.3) million in 2003 and $4.4 million in 2002. Gross profit

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derived from the sale of wholesale products is mainly affected by changes in selling prices and the cost of metal. Selling prices for these products are affected principally by general economic conditions, especially the rate of housing starts, general commercial building activity, industry competition and manufacturing capacity, industry production levels and other market factors. All of these factors are beyond our control. Wholesale products are also the only significant product group for which we are not able to pass metal price changes directly to our customers.

Impact of Product Mix

     Our products range from higher value-added and higher margin commercial products to commodity-type products such as wholesale tube products and rod and bar products. Our overall profitability from period to period is affected by the mix of sales within these categories. We have substantial sales in Canada, and our product mix in that market, as compared to the U.S. market, reflects a much higher percentage of our commodity-type products.

Cyclical and Seasonal Nature of Demand

     Demand for our products, particularly our wholesale products, is cyclical and is significantly affected by changes in general economic conditions that affect our customers’ markets. Demand in some industries to which we sell, including the residential air conditioning industry and, to a lesser extent, the commercial air conditioning industry, is also seasonal. Our sales to the residential air conditioning market have historically been greater in the first and second quarters of the year and lower in the third and fourth quarters because manufacturers typically increase inventories in the early part of the year in anticipation of summer air conditioning sales and housing starts. In addition, sales of industrial tube are adversely affected in years with unusually cool summers.

     In 2005, we expect that, due to the federally mandated change in the SEER standard, the second quarter will continue to be our strongest, with the third and fourth quarters relatively strong, while the first quarter will be relatively weak.

Results of Continuing Operations

Year-Ended December 31, 2004, Compared with Year-Ended December 31, 2003

     Total pounds shipped in 2004 were 339.4 million, versus 327.3 million pounds shipped during 2003, an increase of 12.1 million pounds or 3.7%. The increase/(decrease) in pounds shipped by business segment was as follows:

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     The increase in shipments of commercial products was primarily due to improvements in the heating, ventilation and air conditioning (“HVAC”) and consumer appliance markets, continued improvement in commercial construction and the continuation of favorable outsourcing trends by customers to our fabricated products facilities. Wholesale shipments decreased reflecting slower demand due to the hurricanes that impacted Florida in the third quarter of 2004, and cautious purchasing by distributors and wholesalers due to erratic and rising copper prices. Rod and bar products shipments increased due to market share gains.

     Net sales increased by $201.6 million, or 33.8%, to $797.9 million for the year ended December 31, 2004 from $596.3 million for the year ended December 31, 2003. The increase in net sales by business segment was as follows:

     Overall, the increase in revenue is due to a combination of three factors: A 59% rise in year over year average copper prices, an 7.2% improvement in selling prices (excluding copper), and a 3.7% rise in volume. For the 2004 year, the average monthly COMEX copper price was $1.29 per pound, as compared to $0.81 per pound in 2003. The 7.2% improvement in selling prices reflected a richer mix of products sold, as well as improved pricing.

     Gross profit increased $22.9 million, or 56.0%, to $63.7 million in 2004 from $40.8 million in 2003. The increase in gross profit is mainly attributable to improved selling prices, the increase in sales volumes, a richer mix of products sold, the elimination of overhead from our Booneville, MS facility, tight cost controls associated with volume efficiencies and cost reduction programs, all partly offset by the impact of the strengthening Canadian dollar on manufacturing costs. Average sales revenue per pound (excluding metal) increased 7.2%, to $1.045 per pound in 2004 from $0.975 per pound in 2003, while the per pound cost to manufacture increased overall less than 1% in 2004 to $0.857 per pound from $0.850 per pound in 2003. Gross profit as a whole increased to $0.188 per pound in 2004 from $0.125 per pound in 2003. The increase in gross profit by business segment was as follows:

     * Not Meaningful (“NM”)

     The improvement in gross profit for commercial products is due to a combination of price increases and product mix, and increases due to increased volumes. Manufacturing costs

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decreased due to increased operational efficiencies and cost reduction programs. Average sales revenue per pound in 2004 for commercial products (excluding metal) rose 3.8% to $1.247 per pound from $1.201 per pound in 2003. Average cost to manufacture per pound decreased 1% to $1.014 per pound in 2004 versus $1.021 in 2003.

     Gross profit for wholesale products increased primarily due to increases in selling prices, partly offset by metal valuation and the impact of the strengthening Canadian dollar on manufacturing costs. Average sales revenue per pound in 2004 for wholesale products (excluding metal) increased 22.9%, to $0.580 per pound in 2004 from $0.472 per pound in 2003. Average cost to manufacture per pound increased 8.2% or $0.039 per pound, from $0.475 in 2003 to $0.514 in 2004.

     Gross profit for rod, bar and other products benefited from increased volumes, improved selling prices, partly reduced by increased manufacturing costs related to metal valuation and the impact of the strengthening Canadian dollar on manufacturing costs. Average sales revenue per pound in 2004 (excluding metal) increased 12.5% to $0.872 per pound in 2004 versus $0.775 in 2003. Average cost to manufacture per pound was basically flat at $0.674 per pound as compared to $0.669 per pound in 2003.

     Selling, general and administrative (“SG&A”) expenses were $37.3 million for 2004 versus $32.1 million for 2003, an increase of 5.2 million, or 16.2%. The increase in SG&A expense for 2004 as compared to 2003 is mostly the result of increased employee costs, including increased incentive compensation, increased employee benefit costs, and higher recruiting and relocation costs. In addition, SG&A costs were also impacted in 2004 by increased professional fees, including fees associated in complying with the internal control requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as well as other professional fees.

     The Company incurred restructuring expenses in 2004 of $2.5 million, as compared to $15.1 million in 2003. The restructuring expenses incurred in 2004 were mostly for severance and benefit curtailment charges related to the transfer of equipment from our Decatur, Alabama facility to our Shawnee, Oklahoma and Monterrey, Mexico facilities, expenses related to the ramp-down of the Booneville, Mississippi facility, and for the sale of our previously closed Roxboro, North Carolina facility. See Note 22 to the Notes to the Consolidated Financial Statements for more information.

     Operating income from continuing operations was $23.9 million for the year ended December 31, 2004, as compared to an operating loss of $(6.3) million for the year ended December 31, 2003.

     Net interest expense decreased $0.3 million to $20.9 million in 2004 from $21.2 million in 2003 due to lower interest costs related to the $18.6 million reduction in outstanding bonds, an increase in interest expense related to increased average borrowings under the secured revolving credit facility, an increase in interest expense related to rising short term interest rates, offset by a reduction in interest expense due to increased capitalized interest and an increase in interest income (see Note 11 to the Consolidated Financial Statements).

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     In 2004, the Company incurred charges of $3.0 million ($2.0 million net of tax), associated with a loss on the extinguishment of debt, related to the repurchase of $18.6 million of our 10.5% Senior Notes. Amortization and other, net was $1.3 million of expense in 2004, as compared to $1.9 million of expense in 2003. Amortization and other, net in 2004 included $0.2 million of foreign currency losses.

     In 2004, we conducted the required annual goodwill impairment review, and based upon the results of this review, determined that there is no impairment of goodwill for 2004. If we are unable to achieve our estimated growth rates and profit projections, if interest rates increase or if our other estimates or assumptions change in the future, we may be required to record impairment charges in the future. In the third quarter of 2003, we incurred a charge of $23.2 million related to the write-off of all of the goodwill associated with the Tube Group.

     A net tax benefit of $1.9 million was recorded in 2004 as compared to a net tax benefit of $13.6 million in 2003. The effective tax rate in 2004 was (152%). The effective tax rate recorded in 2004 reflects federal tax benefits generated in the United States, where tax rates are generally higher than in our foreign jurisdictions and where we had significant pre-tax losses. The higher effective rate on adjusted pre-tax losses also reflects lower foreign tax rates and tax holidays applicable to our profitable operations in China, Portugal and Canada. A $13.6 million tax benefit was recorded in 2003 on pretax losses from continuing operations of $52.6 million, yielding an overall effective tax rate of 25.9%. Adjusting the pre-tax loss to exclude $20.3 million of the $23.2 million charge for the impairment of goodwill, which is not tax deductible, yields an adjusted effective tax rate of 42.1% for 2003.

     Consolidated income from continuing operations in 2004 increased by $39.6 million to $0.6 million, or $0.05 per diluted share, from a loss of $(39.0) million, or $(3.18) per diluted share, in 2003.

Year-Ended December 31, 2003, Compared with Year-Ended December 31, 2002

     Total pounds shipped increased by 17.1 million pounds, or 5.5%, to 327.3 million in 2003 from 310.2 million in 2002. The increase/(decrease) in pounds shipped by business segment was as follows:

     The increase in shipments of commercial products was primarily due to increased shipments of industrial tube, partially offset by declines in shipments of alloy products. Shipments of industrial tube were strong due to the success in obtaining market share penetration for this product in the U.S. Shipments of alloy products declined due to weaker industrial demand in the economy. Wholesale products shipped increased due to the expansion of our

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customer base for these products. Pounds of rod and bar products shipped decreased due to a weaker U.S. industrial environment.

     Net sales from continuing operations increased by $45.8 million, or 8.3%, to $596.3 million for the year ended December 31, 2003 from $550.5 million for the year ended December 31, 2002. The increase in sales by business segment was as follows:

     Net sales of commercial products increased in 2003 due to increased shipments of industrial tube, an increase in COMEX copper prices and a favorable mix of fabricated products, partially offset by lower volumes of alloy products and modest reductions in unit fabrication revenues for industrial tube and joining products. Sales of wholesale products increased due to increased shipments, as well as an increase in revenue per pound. Average sales revenue per pound (excluding metal) was down $0.03 to $0.975 in 2003. Rod, bar and other products are primarily those products sold from our distribution center in The Netherlands.

     The average monthly COMEX copper price for 2003 was $0.81 per pound, as compared to $0.72 per pound in 2002, an increase of approximately 13.1%.

     Gross profit decreased $17.6 million, or 30.1%, to $40.8 million in 2003 from $58.4 million in 2002. Gross profit in 2003 was negatively impacted by the increase in metal costs for wholesale products, decreased shipments of rod and bar products, and a modest decline in fabrication revenues per pound for commercial products. We also incurred approximately $7.6 million of additional cost in 2003 compared with 2002 for natural gas, healthcare, pensions and worker’s compensation expenses. Gross profit also declined approximately $3.7 million due to the translation impact of the Canadian dollar to the weak U.S. dollar. Approximately 50 percent of sales from our Canadian operations are denominated in U.S. dollars. Additionally, gross profit declined $5.7 million due to a loss on our copper forward contracts that we put in place to hedge against a decrease in the valuation of our copper inventory. These losses were not entirely offset by gains on the sale of physical inventory at prevailing market prices.

     Copper prices spiked sharply, especially during the fourth quarter of 2003, resulting in a loss on our hedge positions that were not offset by the purchase of inventory, due in part to the curtailment of our operations for the two-week holiday period in December 2003. Gross profit in 2003 also declined approximately $1.2 million because of manufacturing inefficiencies and professional expenses related to union activities at our Decatur, Alabama and Shawnee, Oklahoma plants. The Decatur workforce voted to remain union free while approximately 37 maintenance employees at our Shawnee facility elected to be represented by the Arkansas Regional Council of Carpenters/United Brotherhood of Carpenters and Joiners of America. Further, gross profit in 2003 declined because of the northeastern power outages in August 2003 which caused our London, Ontario plant to lose approximately two production days and normal production at the plant to be interrupted for approximately another week due to rolling black-

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outs. Gross profit in 2003 benefited from a $0.8 million cash payment resulting from a class action litigation settlement in the copper market in the second quarter of 2003. The decrease in gross profit by business segment was as follows:

     Gross profit from commercial products decreased primarily due to specific cost increases that are discussed in more detail above as well as the decline in average sales revenue per pound (excluding metal).

     Wholesale products gross profit decreased due to an increase in metal costs which we were not able to completely pass on to our customers, as well as specific cost increases that are discussed in more detail above, offset somewhat by increased volumes. Metal costs increased due to an increase in COMEX copper prices, as well as an imbalance in market supply and demand and higher costs of recycled metal used in the production of wholesale products.

     Gross profit from rod, bar and other products decreased due to decreased shipments of rod and bar products, partially offset by an increase in gross profit from the activities of our distribution center in The Netherlands which also benefited from a strong Euro. Gross profit was also impacted by specific cost increases that are discussed above.

     Consolidated SG&A expenses for the year ended December 31, 2003 increased by $1.5 million, or 4.9%, to $32.1 million, from $30.6 million in 2002. The increase in selling, general and administrative expenses were mainly due to a $0.7 million increase in salary expense and a $1.3 million increase in pension expense, offset by a $0.9 million reduction in employee related expenses, primarily associated with incentive pay that is tied to financial performance. Salary expense increased due to merit and cost of living pay increases and due to the fact that selling, general and administrative expenses in the first quarter of 2002 included a 10% pay reduction for salaried employees which was subsequently restored. Pension expense increased primarily due to the impact of the decline in fair value of plan assets at January 1, 2003.

     Operating income/(loss) from continuing operations was a loss of $(6.3) million for the year ended December 31, 2003, as compared to income of $27.8 million in 2002. The operating loss in 2003 was primarily due to the aforementioned $17.6 reduction to gross profit, $1.5 million increase in selling, general and administrative expenses, and $15.1 million of restructuring charges, as described under “Restructuring and Other Charges” below.

     Consolidated net interest expense increased $1.5 million to $21.2 million in 2003 from $19.7 million in 2002. Interest expense increased $1.5 million in 2003 because on March 27, 2002, we issued $120.0 million in principal amount of 10.5% Senior Notes replacing approximately $97.3 million of borrowings under our old revolving credit facility which had an average interest rate of 4.9% in the first quarter of 2002. Consolidated net interest expense is net of interest income and capitalized interest of $0.6 million and $0.1 million, respectively, for 2003

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and $0.5 million and $0.7 million, respectively, for 2002. Consolidated net interest expense in 2002 was also net of interest income from loans to the discontinued operations of Wolverine Ratcliffs, Inc. of $0.8 million. Interest expense was reduced $1.1 million in 2003 and $0.3 million in 2002 from the benefit of our interest rate swap on $50 million notional amount of our 7.375% Senior Notes which we entered into in the fourth quarter of 2002.

     During the third and fourth quarters of 2002, we purchased $13.2 million of our 7.375% Senior Notes in the open market at an average of 90% of face value and with an effective yield of 9.6% and $2.0 million of our 10.5% Senior Notes at 95% of face value with an effective yield of 11.6%. We recorded a $1.3 million gain from the extinguishment of these Senior Notes and realized a $0.5 million reduction in interest expense in 2003.

     Amortization and other, net was $1.9 million in 2003, as compared to $1.0 million in 2002. Amortization and other, net in 2003 included $0.2 million of foreign currency losses. Amortization and other, net in 2002 included $0.3 million of income related to the administration and collection of receivables sold to us by our discontinued operations. Amortization expense in 2003 increased $0.2 million to $1.5 million compared to $1.3 million in 2002 due to the deferred financing fees incurred when we obtained our new financing in March 2002 .

     During the third quarter of 2003, we evaluated the carrying value of goodwill. Updated valuations for each reporting unit were completed using a discounted cash flow approach based on forward-looking information regarding market share, revenues and costs. Our valuation was based on a 3% to 5% long-term growth rate, a discount rate of 14% and two reporting units, The Tube Group and The Fabricated Products Group. The Tube Group consists of our Decatur, Shawnee, Jackson, Booneville, Montreal, London, Shanghai and Esposende facilities for which we had $23.2 million of goodwill. The Fabricated Products Group consists of our Altoona, Carrollton, Warwick, Ardmore and Apeldorn facilities for which we have $77.2 million of goodwill. Based on the results of this review, the fair value of The Tube Group reporting unit was less than its carrying value and we recorded a goodwill impairment charge of $23.2 million in the third quarter of 2003. The fair value of The Tube Group reporting unit decreased significantly from the value derived when we tested for impairment in 2002 due to a decrease in the long-term growth rate from 4% to 3%, a reduction in our projections of future profitability and an increase in the discount rate from 12% to 14%. The fair value of The Fabricated Products Group reporting unit exceeded its carrying value assuming a 5% growth rate, and thus, no impairment charge was recorded.

     A net tax benefit of $13.6 million was recorded in 2003 as compared to tax expense of $1.3 million in 2002. The effective tax rate in 2002 was 15.5%. The effective tax rate in 2002 reflects the favorable outcome of a tax audit in Canada that had been provided for and was concluded in 2002. We recorded a $13.6 million tax benefit in 2003 on pretax losses from continuing operations of $52.6 million, yielding an overall effective tax rate of 25.9%. Adjusting our pre-tax loss to exclude $20.3 million of the $23.2 million charge for the impairment of goodwill, which is not tax deductible, yields an adjusted effective tax rate of 42.1% for 2003. The effective tax rate recorded in 2003 reflects federal tax benefits generated in the United States, where tax rates are generally higher than in our foreign jurisdictions and where we had significant pre-tax losses. The higher effective rate on adjusted pre-tax losses also reflects lower foreign tax rates and tax holidays applicable to our profitable operations in China, Portugal and Canada. A valuation allowance was recorded against all state net operating losses generated in

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2003 and 2002 because we do not believe that there will be adequate taxable income generated in the carryforward periods through operations or reversal of timing differences to realize these operating loss carryforwards.

     Consolidated income/(loss) from continuing operations in 2003 decreased by $46.2 million to a loss of $(39.0) million, or $(3.18) per diluted share, from $7.2 million, or $0.58 per diluted share, in 2002.

Restructuring and Other Charges

     In 2004, we recognized restructuring charges of $2.5 million ($1.7 million net of tax). These restructuring charges were for severance and benefit curtailment charges related to the transfer of technical tube production from our Decatur, Alabama facility to our Shawnee, Oklahoma and Monterrey, Mexico facilities in the amount of $0.5 million; $0.6 million of expenses related to the ramp-down of our Booneville, Mississippi facility; and $1.4 million related to the sale of our Roxboro, North Carolina facility closed in 1999. At December 31, 2004, remaining reserves for restructuring charges are $0.4 million with respect to the Booneville, Mississippi closure and $0.2 million for severance costs at the Decatur, Alabama facility.

     In 2003, we recorded restructuring charges totaling $15.1 million ($9.9 million net of tax). The 2003 restructuring charges included: $10.4 million related to the ramp-down of our Booneville, Mississippi facility; a $2.6 million write-down of assets held for sale in Roxboro, North Carolina; a $1.1 million charge related to a workforce reduction; a $0.3 million charge related to the write-off of impaired assets at our Altoona, Pennsylvania facility; and $0.7 million of other charges.

     A breakdown of these restructuring charges is as follows:

Booneville, MS

     In the third quarter of 2003, we announced our intention to close our Booneville, Mississippi facility. This facility produced both smooth and enhanced industrial tube, which was primarily used by residential and commercial air conditioner manufacturers and employed approximately 140 people. In the fourth quarter of 2003, a restructuring charge was recorded in the amount of $10.4 million, and a reserve established for certain items associated with the write-down of impaired assets, relocation of equipment, severance and other personnel related costs. The transfer of production was substantially completed from the Booneville plant to our other facilities by December 31, 2003. The $10.4 million charge for the Booneville facility included an $8.9 million write-off of impaired assets (including $2.6 million of spare parts and supplies related to these assets), $0.3 million of severance costs, and $1.2 million of other costs required for the closure of the facility. Annual savings from this closure and reallocation of production is expected to be approximately $3.0 million.

     Because of a significant increase in both internal and external customer demand for products manufactured at the Booneville facility, we continue to use a limited number of Booneville assets to provide additional capacity to meet this increased customer demand. Expenses at the Booneville facility related to production continue to be charged to operations, while the plant closing activities are reflected as restructuring expenses in accordance with Statement of Financial Accounting Standard No. 146 (“SFAS 146”), Accounting for Costs

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Associated with Exit or Disposal Activities. The remaining assets of the Booneville facility continue to be carried at values established at the end of 2003.

     Restructuring expenses of $0.6 million were recognized for the year ended December 31, 2004. 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. The remaining balance in the reserve at December 31, 2004 is $0.4 million.

Roxboro, NC

     We closed our Roxboro, North Carolina facility in 1999. All of the assets of this former facility were re-deployed or sold, including the sale of the remaining real property during 2004 for $2.5 million. For the twelve month period ended December 31, 2004, we recognized restructuring charges of $1.4 million, primarily for the write-down of the real property and estimated closing costs related to the sale of this former facility.

Workforce Reduction

     In the third quarter of 2003, the Company enacted a workforce reduction program to terminate approximately 6% of its workforce, or about 200 employees throughout all of its facilities in North America. A reserve in the amount of $1.1 million was established in the third quarter 2003 to cover the costs of implementing the workforce reduction program. At December 31, 2003, approximately $0.7 million against the $1.1 million liability for severance benefits had been paid. At December 31, 2003, there remained $0.4 million of restructuring cost representing our remaining cash obligations. The remaining amount of the reserve was paid out in 2004.

Liquidity and Capital Resources

     The following table set forth selected information concerning our financial condition:

Sources of Liquidity

     Our principal sources of liquidity are cash and cash equivalents, cash provided by operations, and borrowings under our bank credit facility.

     Cash and cash equivalents. During 2004, cash and cash equivalents decreased by $11.1 million. Cash and cash equivalents as of December 31, 2004 and 2003 was $35.0 million and $46.1 million, respectively, of which $23.8 million and $37.6 million, respectively, was held by subsidiaries located outside the U.S.. In early 2005, the Company developed a repatriation plan

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to take advantage of a special 85% dividends received deduction on the repatriation of certain foreign earnings offered under the American Jobs Creation Act of 2004. On February 28, 2005, the Company repatriated approximately $10.2 million in previously unremitted earnings from its Chinese subsidiary. These funds have historically been considered as being “indefinitely invested”, and thus unavailable for use in the U.S. The repatriation of these funds was mostly used to reduce the Company’s domestic borrowings.

     Approximately $10.9 million and $2.5 million of cash included in cash on hand was restricted as of December 31, 2004 and 2003, respectively, and is not available for general corporate use. Restricted cash at December 31, 2004 includes $7.6 million related to deposits for margin calls on our metal and natural gas hedge program, $1.8 million to secure a letter of credit for the loan made by the Portuguese government, $0.8 million as collateral to secure the Company’s travel and purchase credit card programs, $0.4 million as a deposit for the Monterrey, Mexico facility lease and $0.3 million in escrow related to the sale of the Company’s former Roxboro, NC facility. At December 31, 2003, restricted cash included $1.7 million to secure a letter of credit for the loan made by the Portuguese government and $0.8 million as collateral to secure the Company’s travel and purchase credit card programs

     Cash generated from/(used for) operations. Cash used for operating activities in 2004 was $8.6 million. Cash provided by operating activities in 2003 and 2002 were $0.2 million and $41.4 million, respectively. Increased working capital requirements from rising copper prices negatively impacted cash from operations in 2004. Generally, the primary factors affecting our ability to generate cash from operations are our ability to market and sell our products, our ability to maintain prices of our products, and our ability to minimize costs and realize operational efficiencies.

     Borrowings under our secured revolving credit facility. As of December 31, 2004, there was $1.0 million outstanding under the secured revolving credit facility. We also had approximately $9.2 million of standby letters of credit issued under the secured revolving credit facility and approximately $26.6 million (subject to a $2.0 million excess availability requirement) in additional borrowing availability thereunder at December 31, 2004. As of December 31, 2003, there were no borrowings outstanding under the secured revolving credit facility. We had approximately $7.9 million of standby letters of credit issued under the secured revolving credit facility and approximately $29.2 million (subject to a $2.0 million excess availability requirement) in additional borrowing availability thereunder at December 31, 2003. Our ability to borrow under our secured revolving credit facility depends on the amount of available borrowing base, and our compliance with all financial and other covenants contained in the agreement. See “Financing Agreements – Secured Revolving Credit Facility.”

     Proceeds from the issuance of common stock. In 2004, we completed a private placement of 2.45 million shares of our common stock that resulted in approximately $23.0 million of net proceeds. We used $20.5 million of the proceeds to repurchase $18.6 million of the 10.5% Senior Notes. The remaining $2.5 million of net proceeds from the equity offering was used for general corporate purposes.

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Uses of Liquidity

     Our principal uses of liquidity are working capital needs, capital expenditures and interest and principal payments on our debt (including repurchases of our Senior Notes).

     Working capital needs. As noted above, net cash used by operating activities in 2004 was $8.6 million, as compared to cash provided by operating activities of $0.2 million for 2003 and $41.4 million in 2002. The increase in cash used by operations during 2004 is primarily the result of increased working capital needs caused by the significant increase in the price of copper, and, to a lesser extent, the increase in sales volume. Our business typically produces greater sales and requires a greater use of cash for working capital purposes in the first half of the year, as compared to the second half of the year when working capital is normally liquidated. The continued rise in copper prices during the third and fourth quarters of 2004 prolonged our inability to reduce our working capital during the second half of 2004, as is usually the case.

     Capital expenditures. In 2004, capital expenditures totaled $11.3 million versus $6.0 million in 2003 and $7.7 million in 2002. Capital expenditures include asset replacement, environmental and safety compliance, cost reduction, productivity improvement items, and, in 2004, expenditures for our new Mexico manufacturing facility. The increase in capital expenditures in 2004 over 2003 relates primarily to the transfer and installation of equipment from our Booneville, Mississippi facility to our Decatur, Alabama facility, an increase in production capacity for fin tube at our Shanghai, China facility, and an increase in capabilities for the manufacture of fabricated products at our Carrollton, Texas facility. We expect to spend approximately $12 million on capital expenditures in 2005.

     Payments related to our outstanding debt. In 2004, we made interest payments on our debt totaling $21.5 million, versus payments of $22.5 million in 2003 and $19.1 million in 2002. The increase in interest payments from 2002 to 2003 results from the refinancing of existing debt and the issuance of our 10.5% Senior Notes. The decrease in interest expense from 2003 to 2004 relates to the repurchase in the second and third quarters of 2004 of $18.6 million of our 10.5% Senior Notes.

     Funding of pension obligations. In 2004 and 2003, we did not make any contributions to our U.S. qualified defined benefit pension plans. In 2002, we made a $5.0 million voluntary contribution to our U.S. qualified defined benefit pension plans. In 2004, 2003 and 2002, we made contributions of $1.1 million, $0.6 million and $0.1 million, respectively, to our Canadian defined benefit pension plans. In 2003, we transferred $4.3 million to a rabbi trust to partially fund the vested benefit obligations to certain executives under our Supplemental Executive Retirement Plan (“SERP”). In 2005, we do not anticipate any mandatory contribution requirements to our U.S. qualified defined benefit pension plan by funding regulations or laws. We will evaluate and may make voluntary contributions in 2005. We expect to make contributions of $0.1 million to our SERP fund in 2005 to cover expected normal payouts. We also anticipate paying $1.6 million as a lump sum distribution under our SERP to an executive who will retire in 2005. In addition, we expect to make a $1.4 million contribution to our Canadian pension plans in 2005.

Outlook

     In early 2005, we borrowed on our secured revolving credit facility to fund normal working capital requirement increases as is typical in the first and second quarters of our fiscal year, and to fund the purchase of approximately 6.1 million pounds of finished goods inventory from a foreign manufacturer.

     On February 2, 2005, Standard and Poor’s Ratings Services (“S&P”) lowered its rating on our outstanding debt to B from B+, and placed us on CreditWatch with negative implications

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due to S&P’s expectation for very limited liquidity during the first half of 2005. On March 9, 2005, S&P removed the Company from CreditWatch and re-affirmed its B rating with an outlook of stable. While the rating downgrade by S&P does not affect the amount or pricing of our existing credit facilities, the action taken by S&P may affect our ability to obtain additional credit in the future.

     On February 23, 2005, we amended our secured revolving credit facility to provide up to $40.0 million in availability (subject to a $2.0 million excess availability requirement). We are also in discussions with our commercial banks to provide an additional source of liquidity of between $25.0 million and $35.0 million. It is anticipated that this liquidity will be available to us no later than early May 2005.

     With the available borrowing capacity under our secured revolving credit facility, our current cash balances, and anticipated cash flow from continuing operations, we believe that we will be able to satisfy existing working capital needs, interest obligations and capital expenditure requirements.

Off-Balance Sheet Arrangements

     As of December 31, 2004, we do not have any off-balance sheet arrangements that either have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commercial Commitments

     The following table provides a summary of our contractual obligations and commercial commitments as of December 31, 2004. As of December 31, 2004, the total other non-current liabilities included in our Consolidated Balance Sheet not presented below were $47.3 million consisting primarily of accrued pension, post retirement and environmental costs. Refer to Notes 12, 13, 14, and 15 of the Notes to the Consolidated Financial Statements.

     At December 31, 2004 we also had commitments to purchase approximately 125 million pounds of copper during 2005, to be priced when purchased at COMEX plus an average fixed spread of $0.05 per pound. During 2004, the average monthly COMEX price of copper ranged

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from $1.10 to $1.46 per pound. These commitments were negotiated in the normal course of business and represent a portion of our copper requirements for 2005, which we anticipate will exceed 375 million pounds.

Financing Agreements

Secured Revolving Credit Facility

     We and our U.S. and Canadian subsidiaries originally entered into our secured revolving credit facility in March 2002, and we and our lenders have subsequently amended this facility six times, including two amendments in 2004. As amended through December 31, 2004, the secured revolving credit facility provided maximum aggregate borrowing availability of up to $37.5 million, subject to a $2.0 million excess availability requirement. In February 2005, we further amended the facility to increase the maximum aggregate borrowing availability to $40.0 million, subject to the same excess availability requirements. The aggregate amount available under the secured revolving credit facility includes a $12.0 million sub-limit for letters of credit issued on behalf of us and our U.S. subsidiaries and a $7.5 million sub-limit for advances to, and letters of credit issued on behalf of, our Canadian subsidiaries. The terms of the secured revolving credit facility include:

     Borrowing base: At any time before the maturity of the facility, we may draw, repay and re-borrow amounts available under the borrowing base up to the maximum aggregate availability discussed above. Generally, the borrowing base equals the sum of (i) 85% of our eligible accounts receivable and (ii) the lesser of 60% of our eligible inventory and $17.5 million. The administrative agent may establish reserve requirements, and the reserve requirements and eligibility standards may be adjusted during the term.

     Interest and fees: In a March 2004 amendment, we adjusted the interest rate calculation under the secured revolving credit facility such that borrowings generally bear interest, at our option, at either (i) the Eurodollar rate plus a margin between 2.00% to 2.75%, depending on our fixed charge coverage ratio, or (ii) the greater of the prime rate, adjusted federal funds rate or an equivalent rate of interest plus a margin between 0.50% to 1.25%, depending on our fixed charge coverage ratio. As of December 31, 2004, our interest rate on outstanding borrowings was 6.25%. We generally pay accrued interest monthly on outstanding principal amounts, quarterly in the case of Eurodollar loans. In addition, we pay fees and expenses based on unused borrowing availability, outstanding letters of credit and administrative and legal costs.

     Maturity: In the March 2004 amendment, we extended the maturity date of our secured revolving credit facility to March 31, 2007, at which time all amounts we borrow under the facility will be due. We also extended the maturity date applicable to the $7.5 million sub-limit for our Canadian subsidiaries to March 29, 2005. In February 2005, we further extended the Canadian maturity date to March 29, 2006, at which time all amounts borrowed under that sub-limit will be due. In the event the Canadian sub-facility is not extended past this new maturity date, we will be permitted to repay such amounts from other available borrowings under the facility.

     Security and guarantees: The obligations under the secured revolving credit facility are secured by a lien on all of our U.S. and Canadian inventory and accounts receivable and those of

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our U.S. and Canadian subsidiaries, as well as by 65% of the stock of certain of our foreign subsidiaries. In addition, the $7.5 million Canadian sub-facility is guaranteed by us and our U.S. subsidiaries.

     Covenants and events of default: The secured revolving credit facility contains certain covenants which, among other things, limit our ability to incur additional indebtedness and liens; enter into transactions with affiliates; make acquisitions; pay dividends; redeem or repurchase capital stock or senior notes; make investments or loans; make negative pledges; consolidate, merge, or effect asset sales; or change the nature of our business. We are also required to satisfy certain financial covenants, including a minimum consolidated EBITDA test, a minimum fixed charge coverage ratio test, minimum ongoing excess and gross availability tests and a capital expenditure limitation. The 2004 amendments to the facility adjusted certain of these covenants. The secured revolving credit facility includes customary events of default for credit facilities of this size and type, including, without limitation, a payment default, a default in performance of certain covenants and a default on certain of our other indebtedness. Our lenders may accelerate all our obligations under the facility upon the occurrence of an event of default.

     As of December 31, 2004, we had $1.0 million of borrowings and $9.2 million of standby letters of credit outstanding under the secured revolving credit facility, leaving approximately $26.6 million (subject to a $2 million excess availability requirement) in additional borrowing availability thereunder.

Silver Consignment and Forward Contracts Arrangement

     Under a consignment and forward contracts arrangement with Bank of America Precious Metals, Inc. (“BofA”), as successor to Fleet Precious Metals, Inc., BofA extends to us a silver consignment facility pursuant to which BofA consigns certain amounts of silver to us upon request, as well as a silver forward contracts facility, pursuant to which we may contract to purchase certain amounts of silver from BofA in the future for a set price. On September 29, 2004, we amended this arrangement to increase the maximum value of consigned silver available to us at any time under the consignment facility to the lesser of $17.0 million dollars or the value of 2.4 million fine troy ounces of silver. This amendment eliminated, subject to certain conditions, the covenants contained in the arrangement requiring a minimum consolidated year to date EBITDA and a minimum consolidated year to date operating income after fiscal year 2004. On January 13, 2005, we further amended the arrangement to increase the forward contract limit to $700,000, which permits us to have up to $3.5 million in aggregate fair value of forward contracts outstanding under this facility.

     As of December 31, 2004, the value of consigned silver in our inventory under the consignment arrangement was $13.9 million. The value of silver committed to under the forward contracts facility was $0.7 million.

10.5% Senior Notes due 2009

     At December 31, 2004 we had outstanding $99.4 million in principal amount of our 10.5% Senior Notes. Our 10.5% Senior Notes were issued pursuant to an indenture, dated as of March 27, 2002, between us and Wachovia Bank, National Association (successor to First Union National Bank), as trustee. Our 10.5% Senior Notes:

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	•	have interest payment dates on April 1 and October 1 of each year;
	•	are redeemable after the dates and at the prices (expressed in percentages of principal amount on the redemption date), as set forth below:

	•	are senior unsecured obligations and are equal priority in right of payment with any of our existing and future senior unsecured indebtedness;
	•	are guaranteed by certain of our subsidiaries; and
	•	are subject to the terms of the indenture governing our 10.5% Senior Notes, which contains certain covenants, including covenants that limit our ability to, among other things, incur indebtedness, make certain restricted payments, dispose of certain assets, enter into affiliate transactions or engage in sale/leaseback transactions.

7.375% Senior Notes due 2008

     At December 31, 2004 we had outstanding $136.8 million in principal amount of our 7.375% Senior Notes. Our 7.375% Senior Notes were issued pursuant to an indenture, dated as of August 4, 1998, between us and Wachovia Bank, National Association (successor to First Union National Bank), as trustee. Our 7.375% Senior Notes:

	•	have interest payment dates on February 1 and August 1 of each year;
	•	are redeemable at our option at a redemption price equal to the greater of (a) 100% of the principal amount of our 7.375% Senior Notes to be redeemed, or (b) the sum of the present value of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date, discounted to the redemption date on a semiannual basis at the Treasury Rate plus 25 basis points, plus, in each case, accrued interest thereon to the date of redemption;
	•	are senior unsecured obligations and are equal priority in right of payment with any of our existing and future senior unsecured indebtedness;
	•	are guaranteed by certain of our subsidiaries, all of which are also guarantors under the 10.5% Senior Notes issued in March 2002;
	•	are subject to the terms of the indenture governing our 7.375% Senior Notes, which contains certain covenants, including covenants that limit our ability to incur indebtedness secured by certain liens and to engage in sale/leaseback transactions.

Other Credit Facilities

     We have a credit facility with a Netherlands bank, payable on demand and providing for available credit up to 1.8 million euros. At December 31, 2004, we had outstanding borrowings in U.S. dollars of $1.0 million.

     In 2002, we obtained an interest free loan from the Portuguese government in the amount of 1.9 million euros that matures in 2008. Based on the performance of our Portugal facility

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and the terms of the loan, the Portuguese government forgave 40% of the loan in 2003, or 0.7 million euros. Accordingly, we classified 0.7 million euros of the loan as deferred income in 2003, and are amortizing this into income over the life of the equipment purchased with the loan proceeds. The loan balance at December 31, 2004 is 1.1 million euros which equates to $1.5 million U.S. dollars (based on current exchange rates). The loan provides for annual payments in U.S. dollars of $0.2 million in 2005, $0.2 million in 2006, $0.4 million in 2007 and $0.7 million in 2008.

Market Risks

     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 interest rates, 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 December 31, 2004 and 2003 was $243.7 million and $246.9 million, respectively, versus a carrying value of $235.3 million and $253.5 million as of December 31, 2004 and 2003, respectively. A 1% increase from prevailing interest rates would result in a decrease in fair value of this debt by approximately $5.9 million as of December 31, 2004. The estimated fair market value of our debt is based upon the indicative bid price for our Senior Notes which approximates their trade value. The yield implicit in the value of the 7.375% Senior Notes is 7.70% and 6.93% for the 10.5% Senior Notes as of December 31, 2004. Generally, changes in the market value of our fixed-rate debt do not affect us, unless we repurchase the debt in the open market.

     In October 2002, we completed an interest rate swap on $50.0 million notional amount of our 7.375% Senior Notes. The terms of the interest rate swap are a semi-annual payment date of February 1 and August 1, a floating rate option of the six-month LIBOR rate plus a spread of 3.76% and a termination date of August 1, 2008.

     The interest rate swap is accounted for as a fair value hedge and because the terms of the debt and the payments to be received on the swap coincide, the hedge is considered perfectly effective against the changes in the fair value of the debt over its term. The swap agreement was executed in order to (i) convert a portion of the Senior Notes fixed-rate debt into floating-rate debt; (ii) maintain a capital structure containing appropriate amounts of fixed and floating-rate debt; and (iii) reduce net interest payments and expense in the near-term.

     As of December 31, 2004, we recorded the fair market value of the interest rate swap of $0.7 million as accrued liabilities with a corresponding decrease to the hedged debt. Interest payments are recognized through interest expense and are made and received on the first day of each February and August, which commenced on February 1, 2003 and will end on the maturity date. Since the interest rate is not known until the end of each semi-annual interest period, estimates are used during such period based upon published forward-looking LIBOR rates. Any

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differences between the estimated interest expense and the actual interest payment are recorded to interest expense at the end of each semi-annual interest period. The interest rate swap resulted in a reduction to interest expense in 2004 and 2003 of $0.7 million and $1.1 million, respectively. We anticipate that under the terms of the swap, and with rising short-term interest rates, our interest expense will increase in 2005 by approximately $0.2 million. Our obligations under this swap agreement are secured on the same basis as our obligations under our secured revolving credit facility.

     For the year ended December 31, 2004, the interest rate swap effectively converted $50 million of fixed rate 7.375% Senior Notes to a variable rate of 6.065%.

Commodity Price Risk

     In most cases, the price our customers pay for a product includes a metal charge that represents the market value of the copper used in that product as of the date we ship the product to the customer. However, as an accommodation to our customers, we often enter into fixed price commitments to purchase copper on their behalf in order to fix the price of copper in advance of shipment. We account for these transactions as cash flow hedges under SFAS 133. As of December 31, 2004, we had entered into contracts hedging the raw material requirements for committed and anticipated future customer sales through December 2006 having an aggregate notional value of $10.5 million. At December 31, 2003, we had entered into contracts hedging the raw material requirements for committed and anticipated future sales through December 2004 having an aggregate notional value of $20.6 million. The fair value of these derivative assets is recognized in prepaid expenses and other in the Consolidated Balance Sheet. For fiscal year 2004, the ineffectiveness associated with this type of cash flow hedge was insignificant. The hedge ineffectiveness was recognized in the consolidated statement of operations under cost of goods sold. At December 31, 2004 and 2003, the net deferred amount recognized in accumulated other comprehensive loss was a net gain of $1.1 million and $3.0 million, respectively. The Company expects $1.1 million of this gain to be transferred out of accumulated other comprehensive loss and recognized in earnings over the next 12 months. A 10% decline in commodity prices would reduce the estimated fair value of the outstanding contracts at December 31, 2004 by $1.4 million.

     We have firm-price purchase commitments with some of our copper suppliers under which we agree to buy copper at a price set in advance of the actual delivery of that copper to us. Under these arrangements, we assume the risk of a price decrease in the market price of copper between the time this price is fixed, and the time the copper is delivered. In order to reduce our market exposure to price decreases, at the time we enter into a firm-price purchase commitment, we also often enter into commodity forward contracts to sell a like amount of copper at the then-current price for delivery to the counter party at a later date. We account for these transactions as cash flow hedges under SFAS 133. At December 31, 2004, we had entered into contracts hedging the raw material requirements for committed future purchases through March 2005 having an aggregate notional value of $26.1 million. At December 31, 2003, we had entered into contracts hedging the raw material requirements for committed future purchases through February 2004 having an aggregate notional value of $5.5 million. The fair value of these derivative liabilities is recognized in accrued liabilities in the Consolidated Balance Sheet. For fiscal year 2004, the ineffectiveness associated with this type of cash flow hedge was an insignificant gain. The hedge ineffectiveness was recognized in the consolidated statement of operations under cost of goods sold. At December 31, 2004 and 2003, the net deferred amount recognized in accumulated other comprehensive loss was a net loss of $0.9 million and $0.5 million, respectively. The Company expects $0.9 million of this loss to be transferred out of accumulated other comprehensive loss and recognized in earnings over the next 3 months. A 10% increase in commodity prices would further increase the loss on the outstanding contracts at December 31, 2004 by another $2.7 million.

     We have entered into commodity forward contracts to sell copper having an aggregate notional value of $64.1 million at December 31, 2004 in order to hedge or protect the value of the copper carried in our inventory from price decreases. At December 31, 2003, we had entered into commodity forward contracts to sell copper having an aggregate notional value of $32.7 million. During 2003 and the first three quarters of 2004, these forward contracts were not designated as hedges, and were marked to market each period, with the corresponding gains and losses recorded in cost of goods sold. Beginning in the fourth quarter of 2004, we began accounting for these forward contracts as fair value hedges under SFAS 133. The fair value of these derivative liabilities is recognized in accrued liabilities in the Consolidated Balance Sheet. For fiscal year 2004, the ineffectiveness associated with this type of fair value hedge was a net loss of $0.5 million. The hedge ineffectiveness was recognized in the consolidated statement of operations in cost of goods sold. The estimated fair value of the contracts outstanding based upon forward rates at December 31, 2004 was a net loss of approximately $1.8 million and $3.8 million at December 31, 2003. A 10% increase in commodity prices would further increase the estimated loss on the outstanding contracts by another $6.6 million at December 31, 2004.

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     We have also entered into commodity futures contracts to purchase natural gas to reduce our risk of future price increases. We account for these transactions as cash flow hedges under SFAS 133. The fair value of these derivative assets is recognized in prepaid expenses and other assets in the Consolidated Balance Sheet. At December 31, 2004, we had commodity futures contracts to purchase natural gas for the period January 2005 through December 2006 with an aggregate notional amount of $11.9 million. As of December 31, 2003, we had commodity futures contracts to purchase natural gas for the period February 2004 through December 2004 with an aggregate notional amount of $6.0 million. For fiscal year 2004, there was no recognized ineffectiveness. At December 31, 2004 and 2003, the net deferred gain recognized in accumulated other comprehensive loss was a net gain of $0.1 million and $0.3 million, respectively. The Company expects $53 thousand of this net gain to be transferred out of accumulated other comprehensive loss and recognized in earnings over the next 12 months. The effect of a 10% decline in natural gas commodity prices at December 31, 2004 would result in the decline in value of the futures contracts of approximately $1.2 million.

Foreign Currency Risk

     Our foreign currency exposures relate primarily to changes in exchange rates among the U.S. dollar, Canadian dollar, Euro and British Pound Sterling. Some of our operations use foreign exchange forward contracts to hedge fixed purchase and sales commitments denominated in a foreign currency. We do not enter into forward exchange contracts for trading or speculative purposes. These forward contracts and the underlying hedged receivables and payables are carried at their fair values with any associated gains and losses recognized in current period earnings.

     As of December 31, 2004, we had forward exchange contracts outstanding to purchase foreign currency through December 2005 with an aggregate notional amount of $8.8 million. The amount of the impact of these hedges on the consolidated statement of operations for 2004 was a net gain of $0.8 million, and was recognized in the consolidated statement of operations under amortization and other, net. At December 31, 2004, the outstanding forward exchange contracts to purchase foreign currency had an unrealized net gain of $0.3 million. A 10% adverse change in quoted foreign currency exchange rates at December 31, 2004 would result in a decline in value of these forward exchange contracts by approximately $1.1 million. We also had forward exchange contracts outstanding to sell foreign currency at December 31, 2004 with an aggregate notional amount of $1.7 million. The amount of the impact of these hedges on the consolidated statement of operations for 2004 was a net loss of $0.1 million, and was recognized in the consolidated statement of operations under amortization and other, net. At December 31, 2004, the outstanding forward exchange contracts to sell foreign currency had an unrealized loss of $0.1 million. A 10% adverse change in quoted foreign currency exchange rates at December 31, 2004 would result in a decline in value of these forward exchange contracts by approximately $0.3 million.

     As of December 31, 2003, we had forward exchange contracts outstanding to purchase foreign currency with an aggregate notional amount of $11.4 million and to sell foreign currency with an aggregate notional amount of $0.9 million. As of December 31, 2003, we had an insignificant unrealized gain associated with these forward contracts. The potential loss in fair value for these forward contracts from a 10% adverse change in quoted foreign currency exchange rates would have been approximately $1.2 million.

Material Limitations

     The disclosures with respect to the above noted risks do not take into account the underlying commitments or anticipated transactions. If the underlying items were included in the analysis, the gains or losses on the forward contracts may be offset. Actual results will be determined by a number of factors that are not generally under our control and could vary significantly from those factors disclosed.

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     We are exposed to credit losses in the event of nonperformance by counterparties on the above instruments, as well as credit or performance risk with respect to our hedged customers’ commitments. Although nonperformance is possible, we do not anticipate nonperformance by any of these parties.

Environmental Matters

     Our facilities and operations are subject to extensive environmental laws and regulations. During the year ended December 31, 2004, we spent approximately $0.2 million on environmental matters, which included remediation costs, monitoring costs, legal and other costs. We had a reserve of $1.0 million at December 31, 2004 for undiscounted environmental remediation costs which is reflected in our Consolidated Balance Sheet. We expect to spend approximately $2.1 million for capital expenditures for regulatory matters, relating to environmental, health and safety during 2005. Based upon currently available information, we believe that the costs of the environmental matters described below are not reasonably likely to have a material adverse effect on our business, financial condition or results of operations. However, actual costs related to environmental matters could differ materially from the amounts we estimated and accrued at December 31, 2004 and could result in additional exposure if these environmental matters are not resolved as anticipated.

Decatur, Alabama

     In 1999, we entered into a Consent Order under Section 3008(h) of the Resource Conservation and Recovery Act. This order incorporated the Corrective Measures Study, commonly referred to as the CMS, submitted to the Environmental Protection Agency (the “EPA”) regarding a waste burial site at the Decatur, Alabama facility. The order also included an upgrade to an existing chrome ground water remediation system.

     Part of the ground water contamination plume had previously been detected underneath a section of property not owned by us. Since December 2002, samples taken from the adjoining property indicate there are no longer detectable levels of chrome beyond our property. We believe that due to our remediation efforts, this plume has retracted and attenuated, and will continue to do so.

     In July of 2000, we notified the EPA and the Alabama Department of Environmental Management (“ADEM”) that low levels of volatile organic compounds and petroleum hydrocarbons had been detected in the ground water at the Decatur, Alabama facility during an expansion of the facility. On June 13, 2001, we received a letter from ADEM stating that a preliminary assessment would be forthcoming, but no further correspondence has been received to date. If and when the assessment is received, we will take the necessary steps to comply with the findings of the assessment, and if needed, to re-assess the sufficiency of our reserves.

     The estimated remaining assessment, monitoring, remedial, legal and other costs related to the environmental matters at our Decatur, Alabama facility are $0.2 million as of December 31, 2004.

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Ardmore, Tennessee

     On December 28, 1995, we entered into a Consent Order and Agreement with the Tennessee Division of Superfund (“Tennessee Division”), relating to the Ardmore, Tennessee facility, under which we agreed to conduct an assessment 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 site assessment revealed contamination, including elevated concentrations of volatile organic compounds, in the soil in areas of the Ardmore facility, and also revealed elevated levels of certain volatile organic compounds in the shallow residuum ground water zone at the Ardmore facility.

     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 prior to the installation of the water treatment process. However, due to dilution with non-contaminated water, which we believe occurs in the operation of the municipal well system, it is unlikely that any consumer was exposed in the past to volatile organic compounds above acceptable drinking water standards. No notice or threat of any claim has been made from the municipality or its residents with respect to the drinking water.

     The Tennessee Division has approved an interim corrective measures action plan. The interim corrective measures will use the dual phase extraction system. Installation of the system is expected to begin in April 2005, and be operational in July 2005. Based on recent testing efforts at the facility and available information, it is estimated that costs of between $0.8 million and $2.0 million will be incurred to complete the investigation and remediate this site.

Altoona, Pennsylvania

     On August 26, 1999, we entered our Altoona, Pennsylvania facility into the State of Pennsylvania Department of Environmental Protection Act II Program. This program addresses contamination issues related to closed hazardous waste lagoons and oil contamination of soil. The previous site owner closed the hazardous waste lagoons at this site in 1982. A Remedial Investigation/Feasibility Study (“RIFS”) was submitted to the Pennsylvania Department of Environmental Protection on April 20, 2004. Remaining costs which may be needed to complete the investigation phase of the program are estimated to be $2,000. No active remediation is anticipated at this site. However, we are still awaiting a response from the Pennsylvania Department of Environmental Protection to our RIFS.

Impact of Recently Issued Accounting Standards

     See Note 2, Summary of Significant Accounting Policies — Recent Accounting Pronouncements, of the Notes to Consolidated Financial Statements.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     The information required by this item is contained in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     On August 19, 2004, Ernst & Young LLP resigned as the registered public accounting firm of Wolverine.

     The reports of Ernst & Young LLP on Wolverine’s audited consolidated financial statements as of and for each of the years ended December 31, 2003 and December 31, 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

     In connection with Ernst & Young LLP’s audits for the fiscal years ended December 31, 2003 and December 31, 2002, and during the subsequent interim period through August 19, 2004, Wolverine has had no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreement in their report on Wolverine’s consolidated financial statements for such periods. In addition, during the

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fiscal years ended December 31, 2002 and 2003, and through August 19, 2004, there have been no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

     Wolverine provided Ernst & Young LLP with a copy of the foregoing disclosures in connection with the filing of Wolverine’s Current Report on Form 8-K/A on August 25, 2004. A copy of Ernst & Young LLP’s letter addressed to the Securities and Exchange Commission, dated August 25, 2004, stating its agreement with such disclosures is attached as Exhibit 16.1 to that Current Report, as well as this Annual Report.

     Also on August 19, 2004, Wolverine engaged KPMG LLP as its registered public accounting firm. Wolverine’s decision to engage KPMG LLP was approved by its audit committee and its board of directors. During the fiscal years ended December 31, 2002 and 2003, and through August 19, 2004, Wolverine has not consulted with KPMG LLP regarding either (i) the application of accounting principles to a proposed or completed specified transaction or the type of audit opinion that might be rendered on Wolverine’s consolidated financial statements, or (ii) any matter that was either the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     Under the supervision and with the participation of management, including our Chief Executive Officer, Dennis J. Horowitz, and our Chief Financial Officer, James E. Deason, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, Messrs. Horowitz and Deason have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

     Based upon the evaluation performed by our management, which was conducted with the participation of Messrs. Horowitz and Deason, there has been no change in our internal control over financial reporting during the fourth quarter of 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Management, with the participation of Messrs. Horowitz and Deason, assessed the effectiveness of our internal control over financial reporting as of December 31, 2004. In making this assessment, management used the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our management concluded that, as of December 31, 2004, our internal control over financial reporting was effective. Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on management’s assessment of our internal control over financial reporting, which report is included herein.

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Item 9B. Other Information

     None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

     The information required by this item with respect to our directors, audit committee, and our audit committee financial experts is incorporated by reference from the information under the caption “Election of Directors” contained in our definitive proxy statement for the 2005 Annual Meeting of Stockholders. The required information concerning our executive officers is contained in Part I of this report. The required information concerning our adoption of a code of ethics that applies to our chief executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and the availability of this code of ethics upon written request is contained in “Part I — Item 1. Business — General” of this report.

     The required information concerning compliance with Section 16(a) of the Exchange Act is incorporated by reference from the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” contained in our definitive proxy statement for the 2005 Annual Meeting of Stockholders.

Item 11. Executive Compensation

     The information required by this item is incorporated by reference from the information under the captions “Executive Compensation” and “Company Stock Price Performance” in our definitive proxy statement for the 2005 Annual Meeting of Stockholders.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     The information required by this item is incorporated by reference from the information under the caption “Stock Ownership of Certain Beneficial Owners and Management” and “Executive Compensation — Equity Compensation Plan Information” in our definitive proxy statement for the 2005 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions

     The information required by this item is incorporated by reference from the information contained under the caption “Executive Compensation — Certain Relationships and Related Transactions” in our definitive proxy statement for the 2005 Annual Meeting of Stockholders.

Item 14. Principal Accounting Fees and Services

     The information required by this item is incorporated by reference from the information under the caption “Ratification of Appointment of Independent Auditors — Principal Accounting Firm Fees” and “Ratification of Appointment of Independent Auditors – Audit Committee’s Pre-Approval Policies and Procedures” contained in our definitive proxy statement for the 2005 Annual Meeting of Stockholders.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Index to exhibits, financial statements and schedules.

	(1)	The following consolidated financial statements and reports are included beginning on page F-1 hereof:
		Consolidated Statements of Operations — For the years ended December 31, 2004, 2003, and 2002.
		Consolidated Balance Sheets — December 31, 2004 and 2003.
		Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2004, 2003 and 2002.
		Consolidated Statements of Cash Flows — For the years ended December 31, 2004, 2003 and 2002.
		Notes to Consolidated Financial Statements.
		Report of Independent Registered Public Accounting Firm.
		Report of Independent Registered Public Accounting Firm.
		Report of Independent Registered Public Accounting Firm.
	(2)	The following consolidated financial statement schedule of the Company is included on page S-1 hereof:
		SCHEDULE II           Valuation and Qualifying Accounts
		All other financial statements and schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
	(3)	Exhibits required by Item 601 of Regulation S-K:

                    The following exhibits are included in this Form 10-K:

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The following exhibits are incorporated by reference:

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56

57

58

59

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntsville, State of Alabama, on the 11th day of March 2005.

WOLVERINE TUBE, INC.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

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Wolverine Tube, Inc. and Subsidiaries

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

F-1

Wolverine Tube, Inc. and Subsidiaries

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

F-2

Wolverine Tube, Inc. and Subsidiaries