##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended March 30,
    2003.                                              
|          
|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 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


|                                             |  |                    
|-------------------------------------------- |  | -------------------
|Tennessee                                    |  | 22-1326940         
|(State or other jurisdiction of              |  | (I.R.S. Employer   
|incorporation or organization)               |  | Identification No.)
|                                            
|8155 T&B Boulevard
    Memphis, Tennessee    |  | 38125              
|(Address of principal executive
    offices) |  | (Zip Code)         

(901) 252-5000

(Registrants telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ     No o

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

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

|                             |  |                    |            | 
|---------------------------- |  | ------------------ | ---------- | 
|                             |  | Outstanding Shares
|Title of Each Class          |  | at May 9, 2003    
|                             |  |                   
|Common Stock, $.10 par value |  |                    | 58,465,783 | 



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TABLE OF CONTENTS



|                                                                                                   |                                                                                               |                                                 |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                     
|                                                                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|                                                                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS          
|                                                                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                  
|                                                                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                                                   | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                                                                                   | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION                                                                        
|                                                                                                   | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                                                                                   | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                                                                   | ITEM 5. OTHER INFORMATION                                                                    
|                                                                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                                                                                         
|CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER UNDER SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
|CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER UNDER SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
|EXHIBIT INDEX                                                                                     
|EX-10.1 3rd Amendment to Credit/Security Agreement                                                
|EX-12 Statement re Computation of Ratios                                                          
|EX-99.1 Certification of Chief Executive Officer                                                  
|EX-99.2 Certification of Chief Financial Officer                                                  



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                              |  |                                                                                           |                                                                                                                  |      |    |   | 
|----------------------------- |  | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                              |  |                                                                                           |                                                                                                                  | Page
|                              |  |                                                                                           |                                                                                                                  |     
|PART I. FINANCIAL INFORMATION |  |                                                                                           |                                                                                                                  |     
|ITEM 1.                       |  | Financial Statements:                                                                     |                                                                                                                  |      |    |  
|                              |  |                                                                                           | Condensed Consolidated Statements of Operations
    for the Quarters Ended March 30, 2003 and March 31,
    2002 |      |    | 2 | 
|                              |  |                                                                                           | Condensed Consolidated Balance Sheets as of
    March 30, 2003 and December 29, 2002                             |      |    | 3 | 
|                              |  |                                                                                           | Condensed Consolidated Statements of Cash Flows
    for the Quarters Ended March 30, 2003 and March 31,
    2002 |      |    | 4 | 
|                              |  |                                                                                           | Notes to Condensed Consolidated Financial
    Statements                                                         |      |    | 5 | 
|ITEM 2.                       |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |                                                                                                                  |      | 14 |  
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |                                                                                                                  |      | 22 |  
|ITEM 4.                       |  | Controls and Procedures                                                                   |                                                                                                                  |      | 22 |  
|PART II. OTHER INFORMATION    |  |                                                                                           |                                                                                                                  |     
|ITEM 1.                       |  | Legal Proceedings                                                                         |                                                                                                                  |      | 23 |  
|ITEM 4.                       |  | Submission of Matters to a Vote of Security
    Holders                                   |                                                                                                                  |      | 23 |  
|ITEM 5.                       |  | Other Information                                                                         |                                                                                                                  |      | 24 |  
|ITEM 6.                       |  | Exhibits and Reports on Form 8-K                                                          |                                                                                                                  |      | 24 |  
|Signature                     |  |                                                                                           | 25                                                                                                               |     
|CEO Certification             |  |                                                                                           | 26                                                                                                               |     
|CFO Certification             |  |                                                                                           | 28                                                                                                               |     
|Exhibit Index                 |  |                                                                                           | 30                                                                                                               |     

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1.     FINANCIAL
STATEMENTS

THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(In thousands, except per share
data)


(Unaudited)


|                                                   |                                                                          |               |         |           |  |   |         |         |  
|-------------------------------------------------- | ------------------------------------------------------------------------ | ------------- | ------- | --------- |  | - | ------- | ------- | -
|                                                   |                                                                          |              
|                                                   |                                                                          | Quarter Ended
|                                                   |                                                                          |              
|                                                   |                                                                          | March 30,     |         | March 31,
|                                                   |                                                                          | 2003          |         | 2002     
|                                                   |                                                                          |               |         |          
|Net sales                                          |                                                                          | $             | 311,482 |           |  | $ | 342,051 |        
|Cost of sales                                      |                                                                          |               | 226,406 |           |  |   | 258,272 |        
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Gross margin                                                             |               |         | 85,076    |  |   |         | 83,779  |  
|Selling, general and administrative                |                                                                          |               | 72,932  |           |  |   | 72,596  |        
|Provision (recovery)  restructured
    operations |                                                                          |               |        |           |  |   | 1,265   |        
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Earnings (loss) from operations                                          |               |         | 12,144    |  |   |         | 9,918   |  
|Income from unconsolidated companies               |                                                                          |               | 854     |           |  |   | 702     |        
|Interest expense  net                             |                                                                          |               | (8,280  | )         |  |   | (10,899 | )      
|Other (expense) income  net                       |                                                                          |               | (603    | )         |  |   | (759    | )      
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Earnings (loss) before income taxes                                      |               |         | 4,115     |  |   |         | (1,038  | )
|Income tax provision (benefit)                     |                                                                          |               | (889    | )         |  |   | 10,609  |        
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               |         | 5,004     |  |   |         | (11,647 | )
|Cumulative effect of an accounting change          |                                                                          |               |        |           |  |   | (44,815 | )      
|                                                   |                                                                          |               |         |           |  |   |         |        
|Net earnings (loss)                                |                                                                          | $             | 5,004   |           |  | $ | (56,462 | )      
|                                                   |                                                                          |               |         |           |  |   |         |        
|Basic earnings (loss) per share:                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.09      |  |   | $       | (0.20   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |          |  |   |         | (0.77   | )
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.09      |  |   | $       | (0.97   | )
|                                                   |                                                                          |               |         |           |  |   |         |        
|Diluted earnings (loss) per share:                 |                                                                          |               |         |           |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.09      |  |   | $       | (0.20   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |          |  |   |         | (0.77   | )
|                                                   |                                                                          |               |         |           |  |   |         |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.09      |  |   | $       | (0.97   | )
|                                                   |                                                                          |               |         |           |  |   |         |        
|Average shares outstanding:                        |                                                                          |               |         |           |  |   |         |        
|                                                   | Basic                                                                    |               |         | 58,373    |  |   |         | 58,221  |  
|                                                   | Diluted                                                                  |               |         | 58,378    |  |   |         | 58,221  |  

The accompanying Notes are an integral part of
these Condensed Consolidated Financial Statements.

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |         |   |           |          |        | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------- | - | --------- | -------- | ------ | 
|                                           |                                        | March 30,       |           | December 29,
|                                           |                                        | 2003            |           | 2002        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |         |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 117,040      |         |   | $         | 177,994  |       
|                                           | Marketable securities                  |                 |           | 53,186       |         |   |           | 65,863   |       
|                                           | Receivables  net                      |                 |           | 167,287      |         |   |           | 161,091  |       
|                                           | Inventories:                           |                 |           |              |         |   |           |          |       
|                                           |                                        | Finished goods  |           |              | 103,061 |   |           |          | 90,325 | 
|                                           |                                        | Work-in-process |           |              | 31,251  |   |           |          | 22,059 | 
|                                           |                                        | Raw materials   |           |              | 73,437  |   |           |          | 69,898 | 
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Total inventories                      |                 |           | 207,749      |         |   |           | 182,282  |       
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Deferred income taxes                  |                 |           | 63,977       |         |   |           | 64,423   |       
|                                           | Prepaid expenses                       |                 |           | 11,885       |         |   |           | 12,895   |       
|                                           | Assets held for sale                   |                 |           |             |         |   |           | 40,383   |       
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Assets                       |                                        |                 | 621,124   |              |         |   | 704,931   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Property, plant and equipment              |                                        |                 |           |              |         |   |           |         
|                                           | Land                                   |                 |           | 15,216       |         |   |           | 14,447   |       
|                                           | Buildings                              |                 |           | 170,080      |         |   |           | 150,815  |       
|                                           | Machinery & equipment                  |                 |           | 575,703      |         |   |           | 509,839  |       
|                                           | Construction-in-progress               |                 |           | 11,652       |         |   |           | 9,601    |       
|                                           |                                        |                 |           |              |         |   |           |         
|                                           |                                        |                 | 772,651   |              |         |   | 684,702   |         
|                                           | Less accumulated depreciation          |                 |           | (459,642     | )       |   |           | (397,287 | )     
|                                           |                                        |                 |           |              |         |   |           |         
|Net property, plant and equipment          |                                        |                 | 313,009   |              |         |   | 287,415   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Goodwill  net                             |                                        |                 | 439,248   |              |         |   | 437,175   |         
|Investments in unconsolidated companies    |                                        |                 | 122,573   |              |         |   | 121,575   |         
|Deferred income taxes                      |                                        |                 | 41,554    |              |         |   | 36,414    |         
|Other assets                               |                                        |                 | 33,926    |              |         |   | 32,246    |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Assets                               |                                        | $               | 1,571,434 |              |         | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |         |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |         |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 128,847      |         |   | $         | 65,126   |       
|                                           | Accounts payable                       |                 |           | 120,729      |         |   |           | 109,479  |       
|                                           | Accrued liabilities                    |                 |           | 99,802       |         |   |           | 113,406  |       
|                                           | Income taxes payable                   |                 |           | 5,176        |         |   |           | 9,148    |       
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Liabilities                  |                                        |                 | 354,554   |              |         |   | 297,159   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |         |   |           |         
|                                           | Long-term debt                         |                 |           | 435,880      |         |   |           | 559,982  |       
|                                           | Other long-term liabilities            |                 |           | 141,884      |         |   |           | 138,479  |       
|Shareholders Equity                       |                                        |                 |           |              |         |   |           |         
|                                           | Common stock                           |                 |           | 5,845        |         |   |           | 5,830    |       
|                                           | Additional paid-in capital             |                 |           | 345,519      |         |   |           | 342,911  |       
|                                           | Retained earnings                      |                 |           | 399,179      |         |   |           | 394,175  |       
|                                           | Unearned compensation-restricted stock |                 |           | (4,836       | )       |   |           | (2,914   | )     
|                                           | Accumulated other comprehensive income |                 |           | (106,591     | )       |   |           | (115,866 | )     
|                                           |                                        |                 |           |              |         |   |           |         
|Total Shareholders Equity                 |                                        |                 | 639,116   |              |         |   | 624,136   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,571,434 |              |         | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |         |   |           |         

The accompanying Notes are an integral part of
these Condensed Consolidated Financial Statements.

3



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


(Unaudited)


|                                                                            |                                                          |                      |         |           |         |   |         |         |         |  
|--------------------------------------------------------------------------- | -------------------------------------------------------- | -------------------- | ------- | --------- | ------- | - | ------- | ------- | ------- | -
|                                                                            |                                                          |                     
|                                                                            |                                                          | Quarter Ended       
|                                                                            |                                                          |                     
|                                                                            |                                                          | March 30,            |         | March 31,
|                                                                            |                                                          | 2003                 |         | 2002     
|                                                                            |                                                          |                      |         |          
|Cash Flows from Operating Activities:                                       |                                                          |                      |         |           |         |   |         |        
|Net earnings (loss)                                                         |                                                          | $                    | 5,004   |           |         | $ | (56,462 | )      
|                                                                            | Cumulative effect of an accounting change                |                      |         |          |         |   |         | 44,815  |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Net earnings (loss) before cumulative effective
    of an accounting change |                                                          |                      | 5,004   |           |         |   | (11,647 | )      
|Adjustments:                                                                |                                                          |                      |         |           |         |   |         |        
|                                                                            | Depreciation and amortization                            |                      |         | 11,910    |         |   |         | 13,684  |        
|                                                                            | Provision (recovery)  restructured
    operations       |                      |         |          |         |   |         | 1,265   |        
|                                                                            | Undistributed earnings from unconsolidated
    companies |                      |         | (854      | )       |   |         | (702    | )      
|                                                                            | Mark-to-market adjustment for derivative
    instruments |                      |         | 137       |         |   |         | (917    | )      
|                                                                            | (Gain) loss on sale of property, plant and
    equipment |                      |         | 240       |         |   |         |        |        
|                                                                            | Deferred income taxes                                    |                      |         | (4,830    | )       |   |         | 62,760  |        
|                                                                            | Changes in operating assets and
    liabilities  net:   |                      |         |           |         |   |         |         |        
|                                                                            |                                                          | Receivables          |         |           | (3,666  | ) |         |         | (473    | )
|                                                                            |                                                          | Inventories          |         |           | (10,406 | ) |         |         | (1,265  | )
|                                                                            |                                                          | Accounts payable     |         |           | 9,914   |   |         |         | (3,160  | )
|                                                                            |                                                          | Accrued liabilities  |         |           | (14,495 | ) |         |         | (46,036 | )
|                                                                            |                                                          | Income taxes payable |         |           | (4,080  | ) |         |         | (55,608 | )
|                                                                            |                                                          | Other                |         |           | 1,270   |   |         |         | 2,447   |  
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Net cash provided by (used in) operating
    activities                     |                                                          |                      | (9,856  | )         |         |   | (39,652 | )      
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Cash Flows from Investing Activities:                                       |                                                          |                      |         |           |         |   |         |        
|                                                                            | Purchases of property, plant and equipment               |                      |         | (6,333    | )       |   |         | (3,772  | )      
|                                                                            | Proceeds from sale of property, plant and
    equipment  |                      |         | 48        |         |   |         |        |        
|                                                                            | Marketable securities acquired                           |                      |         | (30,754   | )       |   |         |        |        
|                                                                            | Proceeds from matured marketable securities              |                      |         | 45,528    |         |   |         | 557     |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Net cash provided by (used in) investing
    activities                     |                                                          |                      | 8,489   |           |         |   | (3,215  | )      
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Cash Flows from Financing Activities:                                       |                                                          |                      |         |           |         |   |         |        
|                                                                            | Repayment of long-term debt and other borrowings         |                      |         | (61,483   | )       |   |         | (6,056  | )      
|                                                                            | Stock options exercised                                  |                      |         |          |         |   |         | 4       |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Net cash provided by (used in) financing
    activities                     |                                                          |                      | (61,483 | )         |         |   | (6,052  | )      
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Effect of exchange-rate changes on cash                                     |                                                          |                      | 1,896   |           |         |   | 17      |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|                                                                            | Net increase (decrease) in cash and cash
    equivalents |                      |         | (60,954   | )       |   |         | (48,902 | )      
|                                                                            | Cash and cash equivalents  beginning
    of period      |                      |         | 177,994   |         |   |         | 234,843 |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|                                                                            | Cash and cash equivalents  end of
    period            |                      | $       | 117,040   |         |   | $       | 185,941 |        
|                                                                            |                                                          |                      |         |           |         |   |         |        
|Cash payments for interest                                                  |                                                          | $                    | 16,379  |           |         | $ | 18,080  |        
|Cash payments for income taxes                                              |                                                          | $                    | 7,506   |           |         | $ | 3,486   |        

The accompanying Notes are an integral part of
these Condensed Consolidated Financial Statements.

4



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




|   |                      
|-- | ---------------------
|1. | Basis of Presentation

In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments
necessary for the fair presentation of the financial position as
of March 30, 2003 and December 29, 2002 and the
results of operations and cash flows for the periods ended
March 30, 2003 and March 31, 2002.

Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
(GAAP) have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Corporations Annual Report on
Form 10-K for the fiscal period ended December 29,
2002. The results of operations for the periods ended
March 30, 2003 and March 31, 2002 are not necessarily
indicative of the operating results for the full year.

Certain reclassifications have been made to prior periods to
conform to the current year presentation.



|   |                                           
|-- | ------------------------------------------
|2. | Basic and Fully Diluted Earnings Per Share

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share
computations:

|                                                                         |                                                                          |               |        |           |  |   |         |        |  
|------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ------------- | ------ | --------- |  | - | ------- | ------ | -
|                                                                         |                                                                          |              
|                                                                         |                                                                          | Quarter Ended
|                                                                         |                                                                          |              
|                                                                         |                                                                          | March 30,     |        | March 31,
|                                                                         |                                                                          | 2003          |        | 2002     
|(In thousands, except per share data)                                    |                                                                          |               |        |          
|Net earnings (loss) before cumulative effect of
    an accounting change |                                                                          | $             | 5,004  |           |  | $ | (11,647 | )     
|Cumulative effect of an accounting change                                |                                                                          |               |       |           |  |   | (44,815 | )     
|                                                                         |                                                                          |               |        |           |  |   |         |       
|Net earnings (loss)                                                      |                                                                          | $             | 5,004  |           |  | $ | (56,462 | )     
|                                                                         |                                                                          |               |        |           |  |   |         |       
|Basic shares:                                                            |                                                                          |               |        |           |  |   |         |       
|                                                                         | Average shares outstanding                                               |               |        | 58,373    |  |   |         | 58,221 |  
|                                                                         |                                                                          |               |        |           |  |   |         |       
|Basic earnings (loss) per share:                                         |                                                                          |               |        |           |  |   |         |       
|                                                                         | Net earnings (loss) before cumulative effect of
    an accounting change |               | $      | 0.09      |  |   | $       | (0.20  | )
|                                                                         | Cumulative effect of an accounting change                                |               |        |          |  |   |         | (0.77  | )
|                                                                         |                                                                          |               |        |           |  |   |         |       
|                                                                         | Net earnings (loss)                                                      |               | $      | 0.09      |  |   | $       | (0.97  | )
|                                                                         |                                                                          |               |        |           |  |   |         |       
|Diluted shares:                                                          |                                                                          |               |        |           |  |   |         |       
|                                                                         | Average shares outstanding                                               |               |        | 58,373    |  |   |         | 58,221 |  
|                                                                         | Additional shares from the assumed exercise of
    stock options         |               |        | 5         |  |   |         |       |  
|                                                                         |                                                                          |               |        |           |  |   |         |       
|                                                                         |                                                                          |               | 58,378 |           |  |   | 58,221  |       
|                                                                         |                                                                          |               |        |           |  |   |         |       

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


|                                      |                                                                          |               |   |           |  |  |   |       |  
|------------------------------------- | ------------------------------------------------------------------------ | ------------- | - | --------- |  |  | - | ----- | -
|                                      |                                                                          |              
|                                      |                                                                          | Quarter Ended
|                                      |                                                                          |              
|                                      |                                                                          | March 30,     |   | March 31,
|                                      |                                                                          | 2003          |   | 2002     
|(In thousands, except per share data) |                                                                          |               |   |          
|Diluted earnings (loss) per share:    |                                                                          |               |   |           |  |  |   |      
|                                      | Net earnings (loss) before cumulative effect of
    an accounting change |               | $ | 0.09      |  |  | $ | (0.20 | )
|                                      | Cumulative effect of an accounting change                                |               |   |          |  |  |   | (0.77 | )
|                                      |                                                                          |               |   |           |  |  |   |      
|                                      | Net earnings (loss)                                                      |               | $ | 0.09      |  |  | $ | (0.97 | )
|                                      |                                                                          |               |   |           |  |  |   |      

Due to the net loss for the quarter ended March 31, 2002,
the assumed net exercise of stock options in that period was
excluded, as the effect would have been anti-dilutive.



|   |                         
|-- | ------------------------
|3. | Stock-Based Compensation

The Corporation applies the intrinsic-value-based method to
account for its fixed-plan stock options. The following table
illustrates the effect on net earnings (loss) and earnings
(loss) per share if the Corporation had applied the fair value
recognition provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, to stock-based employee
compensation.

|                                      |                                                                                                                                                       |                       |       |           |      |   |         |         |       |  
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ----- | --------- | ---- | - | ------- | ------- | ----- | -
|                                      |                                                                                                                                                       |                      
|                                      |                                                                                                                                                       | Quarter Ended        
|                                      |                                                                                                                                                       |                      
|                                      |                                                                                                                                                       | March 30,             |       | March 31,
|                                      |                                                                                                                                                       | 2003                  |       | 2002     
|(In thousands, except per share data) |                                                                                                                                                       |                       |       |          
|Net earnings (loss), as reported      |                                                                                                                                                       | $                     | 5,004 |           |      | $ | (56,462 | )      
|                                      | Deduct total incremental stock-based compensation
    expense determined under fair-value-based method for all awards,
    net of related tax effects |                       |       | (1,089    | )    |   |         | (1,090  | )    
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        
|                                      | Proforma net earnings (loss)                                                                                                                          |                       | $     | 3,915     |      |   | $       | (57,552 | )    
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        
|                                      | Earnings (loss) per share:                                                                                                                            |                       |       |           |      |   |         |         |      
|                                      |                                                                                                                                                       | Basic  as reported   |       | $         | 0.09 |   |         | $       | (0.97 | )
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        
|                                      |                                                                                                                                                       | Basic  proforma      |       | $         | 0.07 |   |         | $       | (0.99 | )
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        
|                                      |                                                                                                                                                       | Diluted  as reported |       | $         | 0.09 |   |         | $       | (0.97 | )
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        
|                                      |                                                                                                                                                       | Diluted  proforma    |       | $         | 0.07 |   |         | $       | (0.99 | )
|                                      |                                                                                                                                                       |                       |       |           |      |   |         |        

A valuation using the fair-value-based accounting method has
been made for stock options issued in the quarters ended
March 30, 2003 and March 31, 2002. That valuation was
performed using the Black-Scholes option-pricing model.



|   |             
|-- | ------------
|4. | Income Taxes

During the quarter ended March 30, 2003, the
Corporations income taxes reflected a $2.0 million
benefit resulting from the favorable completion of a tax audit
and a corresponding reduction in U.S. tax exposure.

6



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


During the quarter ended March 31, 2002, the Corporation
elected to take advantage of changes in U.S. tax laws that
allow companies to extend the carryback period for certain
federal net operating losses from two to five years. The
Corporation filed its 2001 and amended prior years federal tax
returns to reflect this decision and carried back and recognized
all federal net operating losses that existed as of
December 30, 2001. Accordingly, the Corporation received a
cash tax refund of approximately $65 million during the
subsequent two quarters of 2002. During the quarter ended
March 31, 2002, this decision also resulted in an
$11.0 million net tax charge composed of a
$22.9 million tax charge from converting certain foreign
tax credits into foreign tax deductions and an
$11.9 million tax benefit from releasing a federal
valuation allowance as of December 30, 2001 on deferred tax
assets associated with minimum pension liabilities.

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of March 30, 2003, will be sufficient
to realize the recorded deferred tax assets, net of existing
valuation allowances at March 30, 2003. Management
considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in
making this assessment. Projected future taxable income is based
on managements forecast of the operating results of the
Corporation, and there can be no assurance that such results
will be achieved. Management periodically reviews such forecasts
in comparison with actual results and expected trends.
Management has identified certain tax planning strategies that
it could utilize to avoid the loss carryforwards expiring prior
to their realization. These tax planning strategies include
primarily sales of non-core assets. In the event management
determines that sufficient future taxable income, in light of
tax planning strategies, may not be generated to fully realize
the net deferred tax assets, the Corporation will increase the
valuation allowance by a charge to income tax expense in the
period of such determination. Additionally, if events change in
subsequent periods which indicate that a previously recorded
valuation allowance is no longer needed, the Corporation will
decrease the valuation allowance by providing an income tax
benefit in the period of such determination.



|   |                            
|-- | ---------------------------
|5. | Comprehensive Income (Loss)

Total comprehensive income (loss) and its components are as
follows:

|                                         |  |               |        |           |  |   |         |  
|---------------------------------------- |  | ------------- | ------ | --------- |  | - | ------- | -
|                                         |  |              
|                                         |  | Quarter Ended
|                                         |  |              
|                                         |  | March 30,     |        | March 31,
|                                         |  | 2003          |        | 2002     
|(In thousands)                           |  |               |        |          
|Net income (loss)                        |  | $             | 5,004  |           |  | $ | (56,462 | )
|Foreign currency translation adjustments |  |               | 9,326  |           |  |   | (333    | )
|Unrealized gains (losses) on securities  |  |               | (51    | )         |  |   | (40     | )
|                                         |  |               |        |           |  |   |         |  
|Comprehensive income (loss)              |  | $             | 14,279 |           |  | $ | (56,835 | )
|                                         |  |               |        |           |  |   |         |  

7



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)




|   |                       
|-- | ----------------------
|6. | Derivative Instruments

The Corporation is exposed to market risk from changes in raw
material prices, foreign-exchange rates, and interest rates. At
times, the Corporation may enter into various derivative
instruments to manage certain of those risks. The Corporation
does not enter into derivative instruments for speculative or
trading purposes.



| |                              
| | -----------------------------
| | Commodities Futures Contracts

The Corporation is exposed to risk from fluctuating prices for
certain materials used to manufacture its products, such as:
steel, aluminum, zinc, copper, resins and rubber compounds. At
times, some of the risk associated with usage of copper, zinc
and aluminum is mitigated through the use of futures contracts
that fix the price the Corporation will pay for a commodity.
Commodities futures contracts utilized by the Corporation have
not previously been designated as hedging instruments and do not
qualify for hedge accounting treatment under the provisions of
Statement of Financial Accounting Standards
(SFAS) No. 133 and SFAS No. 138.
Mark-to-market gains and losses for commodities futures are
recorded in cost of sales. As of March 30, 2003, the
Corporation had outstanding commodities futures contracts of
$3.7 million. As of December 29, 2002, the Corporation
had no outstanding commodities futures contracts. Cost of sales
for the quarters ended March 30, 2003 and March 31,
2002 reflect a loss of $0.1 million and a gain of
$0.9 million, respectively, related to the mark-to market
adjustments for commodities futures contracts.



| |                                   
| | ----------------------------------
| | Forward Foreign Exchange Contracts

From time to time, the Corporation utilizes forward foreign
exchange contracts for the sale or purchase of certain foreign
currencies, principally Canadian, Japanese and European
currencies. Forward foreign exchange contracts utilized by the
Corporation have not previously been designated as hedging
instruments and do not qualify for hedge accounting treatment
under the provisions of SFAS No. 133 and
SFAS No. 138. Mark-to-market gains and losses for
forward foreign exchange contracts, if any, are recorded in
other expense  net. The Corporation had no
outstanding forward foreign exchange contracts as of
March 30, 2003 and December 29, 2002.



| |                              
| | -----------------------------
| | Interest Rate Swap Agreements

During September 2002, the Corporation entered into interest
rate swap agreements (interest swaps) that
effectively converted $250 million notional amount of debt
from a fixed interest rate to a floating interest rate based on
a six-month average of LIBOR plus the applicable spread. The
interest rate swaps qualify for the short-cut method of
accounting for a fair value hedge under SFAS No. 133.
The amount to be paid or received under the interest rate swap
agreements is recorded as a component of net interest expense.
The in-the-money fair value of the interest swaps totaled
$4.2 million and $3.1 million at March 30, 2003
and December 29, 2002, respectively, and is classified in
other long-term assets, with an off-setting increase in the fair
value of debt hedged reflected in the applicable debt balance.
As of March 30, 2003, the Corporation had interest rate
swap agreements totaling a notional amount of $250 million
with

8



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


one-third maturing in each of the years 2006, 2008 and 2009. Net
interest expense for the quarter ended March 30, 2003
reflects a $1.5 million benefit associated with these
interest rate swap agreements.



|   |     
|-- | ----
|7. | Debt

The Corporations long-term debt at March 30, 2003 and
December 29, 2002 was:

|                                                                       |  |           |         |              |  |   |         | 
|---------------------------------------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                                                       |  | March 30, |         | December 29,
|                                                                       |  | 2003      |         | 2002        
|(In thousands)                                                         |  |           |         |             
|Notes payable (See Note 6 regarding interest
    rate swap agreements) |  | $         | 548,674 |              |  | $ | 607,660 | 
|Non-U.S. borrowings                                                    |  |           | 6,007   |              |  |   | 5,831   | 
|Industrial revenue bonds                                               |  |           | 7,055   |              |  |   | 7,055   | 
|Other, including capital leases                                        |  |           | 2,991   |              |  |   | 4,562   | 
|                                                                       |  |           |         |              |  |   |         | 
|Long-term debt (including current maturities)                          |  |           | 564,727 |              |  |   | 625,108 | 
|Less current portion                                                   |  |           | 128,847 |              |  |   | 65,126  | 
|                                                                       |  |           |         |              |  |   |         | 
|Long-term debt                                                         |  | $         | 435,880 |              |  | $ | 559,982 | 
|                                                                       |  |           |         |              |  |   |         | 

8.     Restructuring

Late in 2001, the Corporation began planning and implementing
comprehensive initiatives to streamline production, improve
productivity and reduce costs at its United States, European,
and Mexican electrical products manufacturing facilities.

The manufacturing initiatives had three major components:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | Revising manufacturing processes to improve equipment and labor
    productivity;
|
| |  | Consolidating manufacturing capacity; and                                        
|
| |  | Investing in tooling and training to achieve superior levels of
    productivity.

9



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


The total cost of the program was approximately $91 million
including $7 million of capital expenditures. As indicated
below, the Corporation recorded $12.3 million in the first
quarter 2002. The balance of the pre-tax charges was recorded
over the remainder of 2002. The components of the pre-tax
charges related to this program for the quarter ended
March 31, 2002 are as follows:

|                                                             |                                     |           |        |        | 
|------------------------------------------------------------ | ----------------------------------- | --------- | ------ | ------ | 
|                                                             |                                     | Quarter  
|                                                             |                                     | Ended    
|                                                             |                                     | March 31,
|                                                             |                                     | 2002     
|(In thousands)                                               |                                     |          
|Certain costs excluded from Electrical segment
    earnings: |                                     |           |        |       
|                                                             | Provision  restructured operations |           | $      | 1,265  | 
|                                                             |                                     |           |        |       
|Total excluded from Electrical segment earnings              |                                     |           | 1,265  |       
|                                                             |                                     |           |        |       
|                                                            
|Certain costs reflected in Electrical segment
    earnings:  |                                     |           |        |       
|                                                             | Cost of sales                       |           |        | 11,024 | 
|                                                             |                                     |           |        |       
|Total reflected in Electrical segment earnings               |                                     |           | 11,024 |       
|                                                             |                                     |           |        |       
|Total manufacturing plan costs                               |                                     | $         | 12,289 |       
|                                                             |                                     |           |        |       

The following table summarizes the restructuring accruals and
activity since inception:

|                                     |  |           |        |            |  |          |       |           |  |            |        |   |  |   |      |   |  |   |       | 
|------------------------------------ |  | --------- | ------ | ---------- |  | -------- | ----- | --------- |  | ---------- | ------ | - |  | - | ---- | - |  | - | ----- | 
|                                     |  |           |        |            |  |          |       | Quarter   |  |           
|                                     |  |           |        |            |  |          |       | Ended     |  |           
|                                     |  | Original  |        | Year 2002  |  | Year     |       | March 30, |  | Balance at
|                                     |  | 2001      |        | Provision  |  | 2002     |       | 2003      |  | March 30, 
|                                     |  | Provision |        | (Recovery) |  | Payments |       | Payments  |  | 2003      
|(In thousands)                       |  |           |        |            |  |          |       |           |  |           
|Severance and employee-related costs |  | $         | 4,856  |            |  | $        | 1,658 |           |  | $          | (5,434 | ) |  | $ | (88  | ) |  | $ | 992   | 
|Idle facilities                      |  |           | 4,561  |            |  |          | (395  | )         |  |            | (1,131 | ) |  |   | (288 | ) |  |   | 2,747 | 
|Purchase order commitments           |  |           |       |            |  |          | 1,055 |           |  |            | (1,055 | ) |  |   |     |   |  |   |      | 
|Other facilities exit costs          |  |           | 2,249  |            |  |          | (662  | )         |  |            | (952   | ) |  |   | (21  | ) |  |   | 614   | 
|                                     |  |           |        |            |  |          |       |           |  |            |        |   |  |   |      |   |  |   |       | 
|                                     |  | $         | 11,666 |            |  | $        | 1,656 |           |  | $          | (8,572 | ) |  | $ | (397 | ) |  | $ | 4,353 | 
|                                     |  |           |        |            |  |          |       |           |  |            |        |   |  |   |      |   |  |   |       | 

A substantial portion of the remaining severance accrual relates
to a facility in Alabama scheduled to be closed in 2003. The
remaining accrual for idle facilities reflects future
maintenance costs on facilities closed as a result of the
manufacturing restructuring program.



|   |                     
|-- | --------------------
|9. | Assets Held for Sale

Approximately $41 million of held for sale assets
associated with certain product lines in the Communications
segment were reclassified in the accompanying balance sheet as
assets held and used as of March 30, 2003. This reflects
the Corporations decision during the second quarter 2003
to no longer actively pursue a sale of those assets. The net
effect of this reclassification resulted in an increase of
approximately $28 million in property, plant and equipment
and an

10



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


increase of approximately $13 million in inventories. The
previous cessation of depreciation on these assets had a
positive impact on the Corporations results of operations
during the quarters ended March 30, 2003 and March 31,
2002 of $1.8 million and $1.9 million, respectively.
No reinstatement of previous depreciation is required for these
assets and the Corporation will begin prospective depreciation
during in the second quarter 2003.



|    |                    
|--- | -------------------
|10. | Segment Disclosures

The Corporation has four reportable segments: Electrical, Steel
Structures, Communications and HVAC. The Electrical segment
designs, manufactures and markets thousands of different
electrical connectors, components and other products for
electrical applications. The Steel Structures segment designs,
manufactures and markets tubular steel transmission and
distribution poles and lattice steel transmission towers for
North American power and telecommunications companies. The
Communications segment designs, manufactures and markets
components, subsystems and accessories used to construct,
maintain and repair cable television (CATV) and
telecommunications networks. The HVAC segment designs,
manufactures and markets heating and ventilation products for
commercial and industrial buildings.

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and performance. Management evaluates each
segments profit or loss performance based on earnings
before interest and taxes; gains and losses on sales of
receivables; foreign exchange gains and

11



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


losses; impairments; restructuring; and certain other charges.
The Corporation has no material inter-segment sales.

|                                    |                                   |               |        |           |  |   |         |         | 
|----------------------------------- | --------------------------------- | ------------- | ------ | --------- |  | - | ------- | ------- | 
|                                    |                                   |              
|                                    |                                   | Quarter Ended
|                                    |                                   |              
|                                    |                                   | March 30,     |        | March 31,
|                                    |                                   | 2003          |        | 2002     
|(In thousands)                      |                                   |               |        |          
|Net sales:                          |                                   |               |        |           |  |   |         |        
|                                    | Electrical                        |               | $      | 241,038   |  |   | $       | 256,526 | 
|                                    | Steel Structures                  |               |        | 21,965    |  |   |         | 35,125  | 
|                                    | Communications                    |               |        | 22,267    |  |   |         | 29,337  | 
|                                    | HVAC                              |               |        | 26,212    |  |   |         | 21,063  | 
|                                    |                                   |               |        |           |  |   |         |        
|                                    | Total net sales                   |               | $      | 311,482   |  |   | $       | 342,051 | 
|                                    |                                   |               |        |           |  |   |         |        
|Segment earnings (loss):            |                                   |               |        |           |  |   |         |        
|                                    | Electrical                        |               | $      | 8,000     |  |   | $       | 2,677   | 
|                                    | Steel Structures                  |               |        | 827       |  |   |         | 3,908   | 
|                                    | Communications                    |               |        | 2,690     |  |   |         | 4,087   | 
|                                    | HVAC                              |               |        | 1,481     |  |   |         | 1,213   | 
|                                    |                                   |               |        |           |  |   |         |        
|                                    | Total reportable segment earnings |               |        | 12,998    |  |   |         | 11,885  | 
|Provision  restructured operations |                                   |               |       |           |  |   | (1,265  | )      
|Interest expense  net              |                                   |               | (8,280 | )         |  |   | (10,899 | )      
|Other (expense) income  net        |                                   |               | (603   | )         |  |   | (759    | )      
|                                    |                                   |               |        |           |  |   |         |        
|Earnings (loss) before income taxes |                                   | $             | 4,115  |           |  | $ | (1,038  | )      
|                                    |                                   |               |        |           |  |   |         |        



|    |              
|--- | -------------
|11. | Contingencies



| |                  
| | -----------------
| | Legal Proceedings



| |                  
| | -----------------
| | SEC Investigation

Soon after issuing the August 21, 2000 press release
announcing substantial charges in the second fiscal quarter of
2000, the Corporation received an informal request for
information regarding the basis of the charges from the Staff of
the Securities and Exchange Commission (the
Commission) Enforcement Division. In response, the
Corporation collected and produced the bulk of the documents
requested and various former and current employees were
interviewed telephonically by the Commissions staff.

On January 4, 2001, the Commission issued a Formal Order of
Investigation and subsequently required the production of
additional documents, conducted interviews and took the
testimony of current and former employees.

On April 1, 2003, the Corporation announced that a
settlement had been reached with the Commission. In the
settlement, the Corporation consented, without admitting or
denying the Commissions allegations, to the entry of a
Final Judgment of Permanent Injunction and Other Relief that
permanently enjoins the Corporation from violating certain
provisions of the federal

12



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)  (Continued)


securities laws requiring the filing of accurate periodic
reports with the Commission, the maintenance of proper books and
records, and the implementation of adequate internal accounting
and control procedures. The Commission did not allege fraud
charges or assess a monetary penalty against the Corporation.



| |                  
| | -----------------
| | Kaiser Litigation

By July 5, 2002, Kaiser Aluminum, its property insurers, 28
Kaiser injured workers, nearby businesses and 18,000 residents
near the Kaiser facility in Louisiana, filed product liability
and business interruption cases against the Corporation and six
other defendants in Louisiana state court seeking damages in
excess of $550 million. These cases alleged that a
Thomas & Betts cable tie mounting base failed thereby
allowing bundled cables to come in contact with an energized bus
bar. This alleged electrical fault supposedly initiated a series
of events culminating in an explosion, which leveled
600 acres of the Kaiser facility.

A seven-week trial in the fall of 2001 resulted in a jury
verdict in favor of the Corporation. However, 13 months
later, the trial court overturned that verdict in granting
plaintiffs judgment notwithstanding the verdict motions.
On December 17, 2002, the trial court judge found the
Thomas & Betts product, an adhesive backed
mounting base, to be unreasonably dangerous and therefore
assigned 25% fault to T&B. The judge set the damages for an
injured worker at $20 million and the damages for Kaiser at
$335 million. The Corporations 25% allocation is
$88.8 million, plus legal interest. The Corporation has
appealed this ruling. Management believes there are meritorious
defenses to the claim and intends to contest the litigation
vigorously.

The appeal required a bond in the amount of $104 million
(the judgment plus legal interest). Plaintiffs successfully
moved the trial court to increase the bond to $156 million.
The Corporations liability insurers have secured the
$156 million bond.

The Corporation has insurance coverage for this claim. If the
judgment of $88.8 million is upheld, that amount would be
within insurance policy limits. Under Louisiana law, legal
interest on any judgement remains the responsibility of the
Corporations liability insurers and those amounts do not
impact available insurance limits. Management does not expect
this claim to have a material impact on the Corporations
results of operations or financial condition.



| |                    
| | -------------------
| | Other Legal Matters

The Corporation is also involved in legal proceedings and
litigation arising in the ordinary course of business. In those
cases where the Corporation is the defendant, plaintiffs may
seek to recover large and sometimes unspecified amounts, or
other types of relief and some matters may remain unresolved for
several years. Such matters may be subject to many uncertainties
and outcomes are not predictable with assurance. The Corporation
has provided for losses to the extent probable and estimable;
however, additional losses, even though not anticipated, could
be material with respect to the Corporations financial
position, results of operations or liquidity in any given period.

13



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##### Table of Contents








|        |                                                  
|------- | -------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS


Manufacturing Restructuring Program

In December 2001, Thomas & Betts announced a
manufacturing consolidation and efficiency program. The program,
which was substantially completed in 2002, affected
approximately two-thirds of the Corporations total
manufacturing operations, including all electrical products
manufacturing plants in the United States, Europe and Mexico,
and had three primary components: consolidating manufacturing
capacity, improving processes, and investing in tooling and
equipment.

The total cost of the program was approximately
$91 million, including $7 million of capital
expenditures. The Corporation recorded $12.3 million in
pre-tax charges in the first quarter of 2002.

Results of Operations

Comparison of 1st Quarter 2003 with 1st Quarter
2002

Consolidated Results

|                                          |  |                |         |                |  |           |       |          |  |   |         |   |  |  |       |  
|----------------------------------------- |  | -------------- | ------- | -------------- |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                          |  |               
|                                          |  | Quarter Ended 
|                                          |  |               
|                                          |  |                |         |               
|                                          |  | March 30, 2003 |         | March 31, 2002
|                                          |  |                |         |               
|                                          |  | In             |         | % of Net       |  | In        |       | % of Net
|                                          |  | Thousands      |         | Sales          |  | Thousands |       | Sales   
|                                          |  |                |         |                |  |           |       |         
|Net sales                                 |  | $              | 311,482 |                |  |           | 100.0 |          |  | $ | 342,051 |   |  |  | 100.0 |  
|Gross margin                              |  |                | 85,076  |                |  |           | 27.3  |          |  |   | 83,779  |   |  |  | 24.5  |  
|Selling, general and administrative       |  |                | 72,932  |                |  |           | 23.4  |          |  |   | 72,596  |   |  |  | 21.2  |  
|Interest expense  net                    |  |                | (8,280  | )              |  |           | (2.7  | )        |  |   | (10,899 | ) |  |  | (3.2  | )
|Income tax provision (benefit)            |  |                | (889    | )              |  |           | (0.3  | )        |  |   | 10,609  |   |  |  | 3.1   |  
|Cumulative effect of an accounting change |  |                |        |                |  |           |      |          |  |   | (44,815 | ) |  |  | (13.1 | )
|Net earnings (loss)                       |  |                | 5,004   |                |  |           | 1.6   |          |  |   | (56,462 | ) |  |  | (16.5 | )



| |          
| | ---------
| | Net Sales

The Corporations net sales in the first quarter 2003 were
$311.5 million, down 8.9% from $342.1 million in the
first quarter 2002. First quarter 2002 net sales included
$5.3 million in net sales from electrical products that
have been discontinued. The decline in net sales is due largely
to reduced capital investment by the utility sector. The
Corporation sells engineered structures for transmission systems
and electrical high-voltage connectors and switchgear to these
customers through its Steel Structures and Electrical segments,
respectively. This decline is offset somewhat by a favorable
impact from the weakening of the U.S. dollar compared to
the Canadian dollar and Euro.



| |             
| | ------------
| | Gross Margin

Gross margin for the first quarter 2003 was 27.3% of net sales,
compared with 24.5% in the first quarter 2002. The low sales
volume in the first quarter 2003 limited the positive impact
from the manufacturing consolidation and efficiency program
undertaken in 2002. First quarter

14



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##### Table of Contents







| |         
| | --------
| | Expenses

Selling, general and administrative (SG&A) expenses were
relatively flat year-over-year in dollar terms and slightly
higher as a percent of net sales due to low sales levels. The
Corporation continued to tightly manage spending and to seek
opportunities to improve efficiency in all aspects of the
business.



| |                       
| | ----------------------
| | Interest Expense  Net

Net interest expense for the first quarter 2003 was
$8.3 million, compared to $10.9 million recorded a
year ago. Net interest expense decreased primarily due to lower
net interest rates and reduced debt levels. Lower net interest
rates were due in part to interest rate swap agreements on
$250 million of debt entered into during September 2002,
which resulted in a benefit of $1.5 million in the first
quarter 2003. During the first quarter 2003, the Corporation
repaid $60 million of debt from available cash. Interest
expense  net includes interest income of
$1.0 million for the first quarter 2003 and
$0.9 million for the first quarter 2002.



| |             
| | ------------
| | Income Taxes

The Corporations first quarter 2003 effective tax rate is
a benefit of (21.6)%. The Corporations income taxes in the
first quarter 2003 reflect a $2.0 million tax benefit
resulting from the favorable completion of a tax audit covering
years 1996 through 2001 and a corresponding reduction in
U.S. tax exposure.

In the first quarter 2002, the Corporation elected to take
advantage of changes in U.S. tax laws that allow companies
to extend the carryback period for certain federal net operating
losses from two to five years. The Corporation filed its 2001
and amended prior years federal tax returns to reflect this
decision and carried back and recognized all federal net
operating losses that existed as of December 30, 2001.
Accordingly, the Corporation received a cash tax refund of
approximately $65 million during the subsequent two
quarters of 2002. In the first quarter 2002, this decision
resulted in an $11.0 million net tax charge composed of a
$22.9 million tax charge from converting certain foreign
tax credits into foreign tax deductions and an
$11.9 million tax benefit from releasing a federal
valuation allowance as of December 30, 2001 on deferred tax
assets associated with minimum pension liabilities.



| |                                          
| | -----------------------------------------
| | Cumulative Effect of an Accounting Change

During the first quarter of 2002, the Corporation recorded a
$44.8 million non-cash charge for an impairment of goodwill
associated with its HVAC segment for the adoption of SFAS
No. 142. This charge reflected the cumulative effect of
adopting the accounting change and did not affect day-to-day
operations of the Corporation.



| |                    
| | -------------------
| | Net Earnings (Loss)

Net earnings was $5.0 million in the first quarter 2003
compared with a net loss of $56.5 million in the first
quarter 2002. Net earnings during the first quarter 2002
reflected a $44.8 million non-cash charge for an impairment
of goodwill associated with the Corporations HVAC segment,
$8.5 million net-of-tax charges associated with the
Corporations manufacturing restructuring program and an
$11.0 million net tax charge described above.

15



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##### Table of Contents



Segment Results

The Corporation evaluates its business segments on the basis of
segment earnings (loss), with segment earnings (loss) defined as
earnings (loss) before interest, taxes, asset impairments,
restructuring charges and certain other charges.



| |           
| | ----------
| | Electrical

Net sales for the Electrical segment were $241.0 million
for the first quarter 2003 down from $256.5 million
reported in the first quarter 2002. First quarter 2002 results
included $5.3 million in sales from products that have
since been discontinued. Electrical segment net sales were
negatively impacted by the significant weakness in demand for
high-voltage connectors and switchgear used by utility customers.

Electrical segment earnings for the first quarter 2003 were
$8.0 million compared to $2.7 million in the first
quarter 2002. First quarter 2002 results included
$11.0 million in charges related to restructuring
operations.



| |                 
| | ----------------
| | Steel Structures

Net sales and earnings in the Steel Structures segment reflect
reduced capital investment by the utility sector, specifically
for transmission and distribution systems. Net sales for the
Steel Structures segment decreased to $22.0 million for the
first quarter 2003 from $35.1 million for the first quarter
2002. Segment earnings were $0.8 million for the first
quarter 2003 compared to $3.9 million in the first quarter
2002.



| |               
| | --------------
| | Communications

Net sales for the Communications segment were $22.3 million
in the first quarter 2003, down from $29.3 million in the
first quarter 2002. The lower sales volume is reflected in
segment earnings, which were $2.7 million in the first
quarter 2003 compared to $4.1 million in the first quarter
2002. Demand in telecommunications and broadband markets served
by this segment remains significantly depressed.

The previous cessation of depreciation on assets held for sale
had a positive impact on the Communication segments
earnings during the first quarter 2003 and first quarter 2002 of
$1.8 million and $1.9 million, respectively. The
Corporations decision during the second quarter 2003 to no
longer actively pursue a sale of these assets has resulted in
such assets being reclassified in the accompanying balance sheet
as assets held and used as of March 30, 2003. Although no
reinstatement of previous depreciation is required for these
assets, future periods will be impacted by prospective
depreciation beginning in the second quarter 2003.



| |     
| | ----
| | HVAC

Net sales for HVAC increased to $26.2 million in the first
quarter 2003 from $21.1 in the first quarter 2002. Segment
earnings were $1.5 million for the first quarter 2003
compared to $1.2 million in the first quarter 2002. Net
sales and earnings in 2003 reflect, in part, the positive impact
of a small acquisition completed in late 2002.

Critical Accounting Policies

The preparation of financial statements contained in this Report
requires the use of estimates and assumptions to determine
certain amounts reported as net sales, costs, expenses,

16



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue Recognition:The Corporation recognizes revenue
    in accordance with the Securities and Exchange Commissions
    Staff Accounting Bulletin No. 101. The Corporation
    recognizes revenue when finished products are shipped to
    unaffiliated customers and both title and risks of ownership are
    transferred. Sales discounts, quantity and price rebates,
    allowances and warranty costs are estimated based on contractual
    commitments and experience and recorded in the period in which
    the sale is recognized. Certain customers have the right to
    return goods under certain circumstances and those returns,
    which are reasonably estimable, are accrued at the time of
    shipment. Management analyzes historical returns and allowances,
    current economic trends and specific customer circumstances when
    evaluating the adequacy of accounts receivable related reserves
    and accruals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Inventory Valuation:Inventories are stated at the lower
    of cost or market. Cost is determined using the first-in,
    first-out (FIFO) method. To ensure inventories are carried
    at the lower of cost or market, the Corporation periodically
    evaluates the carrying value of its inventories. The Corporation
    also periodically performs an evaluation of inventory for excess
    and obsolete items. Such evaluations are based on
    managements judgment and use of estimates. Such estimates
    incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Goodwill and Other Intangible Assets:The Corporation
    follows the provisions of Statement of Financial Accounting
    Standards (SFAS) No. 142, Goodwill and
    Other Intangible Assets. SFAS No. 142 requires
    an annual test of goodwill and indefinite lived assets
    associated with reporting units for indications of impairment.
    The Corporation expects to perform its annual impairment
    assessment in the fourth quarter of each year, unless
    circumstances dictate more frequent assessments. Under the
    provisions of SFAS No. 142, each test of goodwill
    requires the Corporation to determine the fair value of each
    reporting unit, and compare the fair value to the reporting
    units carrying amount. To the extent a reporting
    units carrying amount exceeds its fair value, an
    indication exists that the reporting units goodwill may be
    impaired and the Corporation must perform a second more detailed
    impairment assessment. The second impairment assessment involves
    allocating the reporting units fair value to all of its
    recognized and unrecognized assets and liabilities in order to
    determine the implied fair value of the reporting units
    goodwill as of the assessment date. The implied fair value of
    the reporting units goodwill is then compared to the
    carrying amount of goodwill to quantify an impairment charge as
    of the assessment date.
|
| |  | Long-Lived Assets:The Corporation follows the provisions
    of SFAS No. 144, Accounting for the Impairment
    or Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

17



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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | measuring impairment of long-lived assets, the Corporation
    evaluates assets for associated product groups. The Corporation
    reviews long-lived assets to be held-and-used for impairment
    annually or whenever events or changes in circumstances indicate
    that the carrying amount of the assets may not be recoverable.
    If the sum of the undiscounted expected future cash flows over
    the remaining useful life of the primary asset in the associated
    product groups is less than the carrying amount of the assets,
    the assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, the Corporation estimates fair value using
    the expected future cash flows discounted at a rate commensurate
    with the risks associated with the recovery of the assets.
    Assets to be disposed of are reported at the lower of carrying
    amount or fair value less costs to sell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Income Taxes:The Corporation uses the asset and
    liability method of accounting for income taxes. This method
    recognizes the expected future tax consequences of temporary
    differences between book and tax bases of assets and liabilities
    and provides a valuation allowance based on a
    more-likely-than-not criteria. The Corporation has valuation
    allowances for deferred tax assets primarily associated with
    operating loss carryforwards, tax credit carryforwards and
    deferred state income tax assets. Realization of the deferred
    tax assets is dependent upon the Corporations ability to
    generate sufficient future taxable income and, if necessary,
    execution of its tax planning strategies. Management believes
    that it is more-likely-than-not that future taxable income,
    based on enacted tax law in effect as of March 30, 2003,
    will be sufficient to realize the recorded deferred tax assets
    net of existing valuation allowances. Management considers the
    scheduled reversal of deferred tax liabilities, projected future
    taxable income and tax planning strategies, which involve
    estimates and uncertainties, in making this assessment. Tax
    planning strategies include primarily sales of non-core assets.
    Projected future taxable income is based on managements
    forecast of the operating results of the Corporation. Management
    periodically reviews such forecasts in comparison with actual
    results and expected trends. In the event management determines
    that sufficient future taxable income, in light of tax planning
    strategies, may not be generated to fully realize net deferred
    tax assets, the Corporation will increase valuation allowances
    by a charge to income tax expense in the period of such
    determination.
|
| |  | Environmental Costs:Environmental expenditures that
    relate to current operations are expensed or capitalized, as
    appropriate. Remediation costs that relate to an existing
    condition caused by past operations are accrued when it is
    probable that those costs will be incurred and can be reasonably
    estimated based on evaluations of current available facts
    related to each site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Liquidity and Capital Resources

For the first quarter 2003, the Corporations cash and cash
equivalents decreased to $117.0 million at March 30,
2003 from $178.0 million at December 29, 2002. The
decrease reflects $9.9 million of cash used in operating
activities and $61.5 million used in financing activities,
which were partially offset by $8.5 million provided by
investing activities.



| |                     
| | --------------------
| | Operating Activities

Operating activities used cash of $9.9 million during the
first quarter 2003 as compared to cash used in operating
activities of $39.7 million for the year-ago period. Cash
used in operations

18



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##### Table of Contents







| |                     
| | --------------------
| | Investing Activities

The Corporation acquired $30.8 million of marketable
securities during the first quarter 2003. No marketable
securities were acquired during the same period last year. As of
March 30, 2003, approximately $20 million of
investments are pledged to secure letters of credit relating to
certain tax refunds. The Corporation had proceeds from matured
marketable securities of approximately $45.5 million during
the first quarter 2003 as compared to $0.6 million of
proceeds for the same period last year. As of March 30,
2003 and December 29, 2002, the Corporation had marketable
securities of $53.2 million and $65.9 million,
respectively.

During the first quarter 2003, the Corporation had capital
expenditures totaling $6.3 million, as compared with
$3.8 million for the same period last year. For the year
2003, capital expenditures are expected to be $30 to
$35 million.



| |                     
| | --------------------
| | Financing Activities

Financing activities used cash of $61.5 million in the
first quarter 2003 and $6.1 million in the same period last
year. Of the total current debt at December 29, 2003,
$60 million of notes payable became due and was paid in
February 2003 out of available cash resources.



| |                  
| | -----------------
| | Credit Facilities

The Corporation has a $100 million committed revolving
credit facility with a bank group which is secured by, among
other things, inventory and equipment located in the United
States. Availability under the facility as of March 30,
2003 was $49 million before considering outstanding letters
of credit of approximately $38 million at March 30,
2003. This credit facility is subject to, among other things,
limitations on equipment disposals, additional debt, liens and
movement of equipment, and minimum liquidity requirements. This
facility matures in November 2003. There were no borrowings
outstanding under this facility as of March 30, 2003.

The Corporations subsidiary, Thomas & Betts Limited
has a committed revolving credit facility with a Canadian bank
which had availability as of March 30, 2003 of
approximately CAD$30 million (approximately
US$20 million as of March 30, 2003). This facility is
secured by inventory and accounts receivable located in Canada.
This facility matures in March 2004. There were no borrowings
outstanding under this facility as of March 30, 2003.

The Corporation has the option, at the time of drawing funds
under either of the facilities discussed above, of selecting an
interest rate based on a number of benchmarks including LIBOR,
the federal funds rate, or the prime rate of the agent bank.

The credit facilities contain standard covenants restricting
investments, liens, debt, dispositions of collateral, and the
payment of dividends, unless certain conditions are met. Also
included are financial covenants regarding minimum liquidity and
capital expenditures. The credit facilities contain standard
events of default such as covenant default and cross-default.
The Corporation is in compliance with all covenants or other
requirements set forth in its credit agreements. Further, the
Corporation does not have any rating downgrade triggers that
would accelerate the maturity dates of its debt. However, a
downgrade in the Corporations credit rating

19



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##### Table of Contents





Outstanding letters of credit, or similar financial instruments
which reduce the amount available under the credit facilities
amounted to approximately $38 million at March 30,
2003. At times, the Corporation is required, under certain
contracts, to provide letters of credit that may be drawn in the
event the Corporation fails to perform under contracts entered
into in the normal course of its business activities. Such
performance related letters of credit totaled $1.3 million
at March 30, 2003. The remaining letters of credit relate
to third-party insurance claims processing, existing debt
obligations and certain tax incentive programs.

In April 2003, the Corporation executed a term sheet with
Wachovia Bank N.A. pursuant to which Wachovia will use best
efforts to arrange a new secured U.S. credit facility agreement
before the Corporations current $100 million
committed revolving credit facility expires. At the time a new
U.S. credit facility is executed, management plans to
terminate its asset-securitization program described below.
During negotiation of the new credit facility agreement, the
Corporation will seek additional availability than currently
exists under its credit facility. Management also plans to
extend its Canadian committed revolving credit facility before
it expires. During negotiation of the amended facility, the
Corporation will seek additional availability than currently
exists under its credit facility.



| |                          
| | -------------------------
| | Off-Balance Sheet Program

In September 2001, the Corporation established an
asset-securitization program. The program, as amended, permits
the Corporation to continually sell accounts receivable through
September 20, 2003, to a maximum of $120 million as
needed as a source of liquidity. As of March 30, 2003,
availability under this facility was approximately
$49 million. The amount of accounts receivable sold from
time to time depends on the level of eligible accounts
receivable and restrictions on concentrations of receivables. At
March 30, 2003, no receivables have been sold under this
program. The Corporation plans to terminate this program in
connection with the execution of its new U.S. credit
facility currently being negotiated.

Except for the asset securitization program described in the
preceding paragraph, at March 30, 2003, the Corporation did
not have any other relationships with unconsolidated entities or
financial partnerships (often referred to as structured finance
or special purpose entities) which were established for the
purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes.



| |      
| | -----
| | Other

As of March 30, 2003, the Corporations working
capital (total current assets less total current liabilities)
was $266.6 million, down $141.2 million from
December 29, 2002. This net reduction in working capital
reflects primarily a decrease in cash, cash equivalents and
marketable securities and an increase in current maturities of
long-term debt. The decrease in cash, cash equivalents and
marketable securities reflects a $60 million debt repayment
from available cash in February 2003 and the increase in current
maturities of long-term debt reflects the net effect of the
February 2003 debt repayment and a $125 million note
payable that will become due in the first quarter 2004.

On July 24, 2001, the Corporations Board of Directors
approved a change in the Corporations dividend payment
practices and elected to retain its future earnings to fund the
development and growth of its business. The Corporation does not
presently anticipate declaring

20



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##### Table of Contents





Including the asset-securitization facility discussed above, the
Corporations aggregate availability of funds as of
March 30, 2003 is approximately $80 million after
considering outstanding letters of credit. Availability under
the revolving credit facilities and the asset-securitization
facility increases or decreases with fluctuations in the value
of the underlying collateral and is subject to the satisfaction
of various covenants. These are back up facilities which the
Corporation currently does not expect to utilize in the
foreseeable future.

From time to time the Corporation may access the public capital
markets, if terms, rates and timing are acceptable. The
Corporation has an effective shelf registration statement for
$450 million of senior unsecured debt securities and for
common and preferred stock. The Corporation expects to fund
expenditures for capital requirements as well as other liquidity
needs from a combination of cash generated from operations,
existing cash balances, and external financial resources. These
sources should be sufficient to meet the Corporations
operating needs for the foreseeable future.

2003 Outlook

Although market conditions are not expected to improve during
2003, management expects improved net earnings on a full-year
basis over 2002 due to the absence of costs associated with the
manufacturing consolidation program and as the Corporation
realizes savings from the program. Management expects second
quarter 2003 earnings to be stronger than the first quarter,
reflecting the normal seasonality in the Electrical segment.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Report includes various forward-looking statements
regarding the Corporation which are subject to many
uncertainties in the Corporations operations, business,
economic, and political environment. Statements that contain
words such as achieve, guidance,
believes, expects,
anticipates, intends,
estimates, continue, should,
could, may, plan,
project, predict, will or
similar expressions are forward-looking statements. Such
statements are subject to risks and uncertainties, and many
factors could affect the future financial results of the
Corporation. Accordingly, actual results, performance or
achievements may differ materially from those expressed or
implied by the forward-looking statements contained in this
Report. For those statements, the Corporation claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.

There are many factors that could cause actual results to differ
materially from those in forward-looking statements, some of
which are beyond the control of the Corporation. These factors
include, but are not limited to:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | Continued economic weakness or recession in the U.S. or the
    Corporations other main markets, including Canada and
    Europe;

21



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Significant changes in governmental policies which could create
    trade restrictions, patent enforcement issues, adverse tax-rate
    changes and changes to tax treatment of items such as tax
    credits, withholding taxes, transfer pricing and other income
    and expense recognition for tax purposes, including changes in
    taxation of income generated in Puerto Rico;
|
| |  | Changes in environmental regulations and projected remediation
    technology advances that could impact expectations of
    remediation expenses;                                                                                                                                                                                                                                     
|
| |  | Undiscovered liabilities arising from past acquisitions and
    dispositions of businesses;                                                                                                                                                                                                                                                                                            
|
| |  | Realization of deferred tax assets, which is dependent upon
    generating sufficient taxable income prior to their expiration
    and the Corporations tax planning strategies;                                                                                                                                                                                                      
|
| |  | Availability and pricing of commodities and raw materials,
    especially steel, needed for the production of the
    Corporations products;                                                                                                                                                                                                                                          
|
| |  | Changes in customer demand for various products of
    Thomas & Betts that could affect its overall product
    mix, margins, plant utilization levels and asset valuations;                                                                                                                                                                                                           
|
| |  | Simultaneous changes in creditworthiness of several major
    customers;                                                                                                                                                                                                                                                                                                               
|
| |  | Unexpected liabilities resulting from legal matters, pending or
    future tax examinations and risks associated with the coverage
    and cost of insurance;                                                                                                                                                                                                                          
|
| |  | Recoverability of goodwill and other long-lived assets, which
    could be impacted if estimated future operating cash flows are
    not achieved; and                                                                                                                                                                                                                                 
|
| |  | Impact of interest rate changes and market volatility on
    earnings, cash flows, investments, derivatives and borrowings of
    the Corporation and on investments held in the
    Corporations retirement plans.                                                                                                                                                                   

The Corporation undertakes no obligation to revise the
forward-looking statements included in this Report to reflect
any future events or circumstances.

For additional information about business risks facing the
Corporation, investors should review Part I,
Item 7  Managements Discussion and
Analysis of Financial Condition and Results of
Operations  Business Risks of the
Corporations Annual Report on Form 10-K for the
fiscal period ended December 29, 2002.






|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation is exposed to market risk from changes in
interest rates, raw material prices and foreign exchange rates.
At times, the Corporation may enter into various derivative
instruments to manage certain of these risks. The Corporation
does not enter into derivative instruments for speculative or
trading purposes.

For the period ended March 30, 2003, the Corporation did
not experience any material changes in market risk that affect
the quantitative and qualitative disclosures presented in its
Annual Report on Form 10-K for the fiscal period ended
December 29, 2002.






|        |                        
|------- | -----------------------
|ITEM 4. | CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Report, the
Corporation carried out an evaluation, under the supervision and
with the participation of the Corporations Disclosure

22



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##### Table of Contents










PART II. OTHER INFORMATION







|        |                  
|------- | -----------------
|ITEM 1. | LEGAL PROCEEDINGS

See Note 11, Contingencies, in the Notes to
Condensed Consolidated Financial Statements included herein.






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

The matters which were voted upon at the Registrants
Annual Meeting of Shareholders held on May 7, 2003, and the
results of the voting are set forth below:

|   |  |                       |  |     |            |          |  |  |            | 
|-- |  | --------------------- |  | --- | ---------- | -------- |  |  | ---------- | 
|   |  | Nominees for Director |  | For |            | Withheld
|1. |  |                       |  |     |            |         
|   |  | Ernest H. Drew        |  |     | 43,631,575 |          |  |  | 9,941,079  | 
|   |  | T. Kevin Dunnigan     |  |     | 50,869,982 |          |  |  | 2,702,672  | 
|   |  | Jeananne K. Hauswald  |  |     | 43,313,049 |          |  |  | 10,259,605 | 
|   |  | Dean Jernigan         |  |     | 43,635,746 |          |  |  | 9,936,908  | 
|   |  | Ronald B. Kalich, Sr. |  |     | 43,631,300 |          |  |  | 9,941,354  | 
|   |  | Robert A. Kenkel      |  |     | 43,613,441 |          |  |  | 9,959,213  | 
|   |  | Kenneth R. Masterson  |  |     | 43,310,255 |          |  |  | 10,262,399 | 
|   |  | Jean-Paul Richard     |  |     | 43,315,730 |          |  |  | 10,256,924 | 
|   |  | Jerre L. Stead        |  |     | 43,311,736 |          |  |  | 10,260,918 | 
|   |  | William H. Waltrip    |  |     | 43,630,770 |          |  |  | 9,941,884  | 



| |    |                                                                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | A proposal to ratify the appointment of KPMG LLP as independent
    public accountants received 52,137,686 votes for and
    1,079,065 votes against, with 355,903 abstentions and
    no broker non-votes.
|
| | 3. | A non-binding proposal to redeem the Corporations
    Shareholder Rights Plan received 28,426,650 votes for and
    20,218,982 votes against, with 407,198 abstentions and
    4,519,824 broker non-votes.

Following the Annual Shareholder meeting, the Corporations
Board of Directors adopted three amendments to the
Corporations Shareholders Rights Plan (the
Rights Plan). The amendments added a
chewable redemption feature which will allow certain
offers to be accepted by shareholders without interference by
the Rights Plan; eliminated the dead-hand provision
so that any subsequent board of directors may redeem the Rights
Plan to permit an acquisition of shares; and limited the
extension of the Rights Plan to three years following its
scheduled expiration at the end of this year. The Board
disclosed its intention to adopt these

23



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|        |                  
|------- | -----------------
|ITEM 5. | OTHER INFORMATION

(a) See Cautionary Statement Regarding
Forward-Looking Statements included in Part I,
Item 2 hereof.






|        |                                 
|------- | --------------------------------
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed as part of this Report:

| |      |  |  |                                                                                                                                                                                         
| | ---- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 |  |  | Third Amendment to Credit and Security Agreement,
    dated February 17, 2003, among the Corporation, as
    borrower, the Lenders listed therein and Wachovia Bank, N.A., as
    agent.
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                      
| | 99.1 |  |  | Certification of Chief Executive Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                     
| | 99.2 |  |  | Certification of Chief Financial Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                     

(b) Reports on Form 8-K

On February 14, 2003, the Corporation filed a Current
Report on Form 8-K, Items 5, 7 and 9, commenting on
its financial results for the fiscal year ended
December 29, 2002.

24



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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.



| |                           
| | --------------------------
| | THOMAS & BETTS CORPORATION
| | (Registrant)              



| |     |                   
| | --- | ------------------
| | By: | /s/ JOHN P. MURPHY

| |                                  
| | ---------------------------------
| |                                  
| | John P. Murphy                   
| | Senior Vice President and        
| | Chief Financial Officer          
| | (principal financial officer     
| | and principal accounting officer)

Date: May 13, 2003




CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

UNDER


SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14


I, T. Kevin Dunnigan, certify that:



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) I have reviewed this Quarterly Report on Form 10-Q
    of Thomas & Betts Corporation;                                                                                                                                                                                                                                                             
|
| | (2) Based on my knowledge, this quarterly report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | (3) Based on my knowledge, the financial statements, and
    other financial information included in this quarterly report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the Registrant as of,
    and for, the periods presented in this quarterly report;                       
|
| | (4) The Registrants other certifying officers and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the Registrant and we have:                                                                                                             



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Designed such disclosure controls and procedures to
    ensure that material information relating to the Registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this quarterly report is being prepared;
|
| | (ii) Evaluated the effectiveness of the Registrants
    disclosure controls and procedures as of a date within
    90 days prior to the filing date of this quarterly report
    (Evaluation Date); and                                                                                                         

25



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##### Table of Contents





| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) The Registrants other certifying officers and I
    have disclosed, based on our most recent evaluation, to the
    Registrants auditors and the Audit Committee of the
    Registrants Board of Directors (or persons performing the
    equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) All significant deficiencies in the design or operation
    of internal controls which could adversely affect the
    Registrants ability to record, process, summarize and
    report financial data and have identified for the
    Registrants auditors any material weaknesses in internal
    controls; and
|
| | (ii) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) The Registrants other certifying officers and I
    have indicated in this quarterly report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of the most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

Dated this 13th day of May 2003.



| |                                     
| | ------------------------------------
| | /s/ T. KEVIN DUNNIGAN               
| |                                     
| | T. Kevin Dunnigan                   
| | Chairman and Chief Executive Officer




CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

UNDER


SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14


I, John P. Murphy, certify that:



| |                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) I have reviewed this Quarterly Report on Form 10-Q
    of Thomas & Betts Corporation;                                                                                                                                                                                                                                                             
|
| | (2) Based on my knowledge, this quarterly report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | (3) Based on my knowledge, the financial statements, and
    other financial information included in this quarterly report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the Registrant as of,
    and for, the periods presented in this quarterly report;                       
|
| | (4) The Registrants other certifying officers and I
    are responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the Registrant and we have:                                                                                                             



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Designed such disclosure controls and procedures to
    ensure that material information relating to the Registrant,
    including its consolidated subsidiaries, is made

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##### Table of Contents



| |                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;                                                                         
|
| | (ii) Evaluated the effectiveness of the Registrants
    disclosure controls and procedures as of a date within
    90 days prior to the filing date of this quarterly report
    (Evaluation Date); and
|
| | (iii) Presented in this quarterly report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                     



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) The Registrants other certifying officers and I
    have disclosed, based on our most recent evaluation, to the
    Registrants auditors and the Audit Committee of the
    Registrants Board of Directors (or persons performing the
    equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) All significant deficiencies in the design or operation
    of internal controls which could adversely affect the
    Registrants ability to record, process, summarize and
    report financial data and have identified for the
    Registrants auditors any material weaknesses in internal
    controls; and
|
| | (ii) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) The Registrants other certifying officers and I
    have indicated in this quarterly report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of the most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

Dated this 13th day of May 2003.



| |                          
| | -------------------------
| | /s/ JOHN P. MURPHY       
| |                          
| | John P. Murphy           
| | Senior Vice President and
| | Chief Financial Officer  

27



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##### Table of Contents






EXHIBIT INDEX

| |      |  |  |                                                                                                                                                                                         
| | ---- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 |  |  | Third Amendment to Credit and Security Agreement,
    dated February 17, 2003, among the Corporation, as
    borrower, the Lenders listed therein and Wachovia Bank, N.A., as
    agent.
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                      
| | 99.1 |  |  | Certification of Chief Executive Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                     
| | 99.2 |  |  | Certification of Chief Financial Officer Pursuant
    to 18 U.S.C. § 1350 as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                                     

28