##### 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
    September 28, 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
    incorporation or organization) |  | (I.R.S. Employer
    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 November 3, 2003
|                             |  |                    
|Common Stock, $.10 par value |  |                     | 58,466,122 | 



---






---

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
|                                                          | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|                                                          | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                          | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                               
|                                                          | Item 1. Legal Proceedings                                                                    
|                                                          | Item 5. Other Information                                                                    
|                                                          | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                                
|EXHIBIT INDEX                                            
|EX-12 Statement Re: Computation of Ratios                
|EX-31.1 Certification-Principal Executive Officer        
|EX-31.2 Certification-Principal Financial Officer        
|Ex-32 Certification Pursuant to 18 USC Sec. 1350         



---



##### 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 and Nine Months Ended September 28, 2003
    and September 29, 2002 |      |    | 2 | 
|                              |  |                                                                                           | Condensed Consolidated Balance Sheets as of
    September 28, 2003 and December 29, 2002                                                 |      |    | 3 | 
|                              |  |                                                                                           | Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 28, 2003 and
    September 29, 2002              |      |    | 4 | 
|                              |  |                                                                                           | Notes to Condensed Consolidated Financial
    Statements                                                                                 |      |    | 5 | 
|ITEM 2.                       |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |                                                                                                                                          |      | 16 |  
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |                                                                                                                                          |      | 26 |  
|ITEM 4.                       |  | Controls and Procedures                                                                   |                                                                                                                                          |      | 27 |  
|PART II. OTHER INFORMATION    |  |                                                                                           |                                                                                                                                          |     
|ITEM 1.                       |  | Legal Proceedings                                                                         |                                                                                                                                          |      | 27 |  
|ITEM 5.                       |  | Other Information                                                                         |                                                                                                                                          |      | 28 |  
|ITEM 6.                       |  | Exhibits and Reports on Form 8-K                                                          |                                                                                                                                          |      | 28 |  
|Signature                     |  |                                                                                           | 29                                                                                                                                       |     
|Exhibit Index                 |  |                                                                                           | 30                                                                                                                                       |     

1



---



##### 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 |         | Nine Months Ended
|                                                   |                                                                          |               |         |                  
|                                                   |                                                                          | September 28, |         | September 29,     |  | September 28, |         | September 29,
|                                                   |                                                                          | 2003          |         | 2002              |  | 2003          |         | 2002         
|                                                   |                                                                          |               |         |                   |  |               |         |              
|Net sales                                          |                                                                          | $             | 338,691 |                   |  | $             | 327,469 |               |   | $ | 972,834 |         |  | $ | 1,010,799 |        
|Cost of sales                                      |                                                                          |               | 254,172 |                   |  |               | 245,704 |               |   |   | 719,760 |         |  |   | 767,756   |        
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Gross margin                                                             |               |         | 84,519            |  |               |         | 81,765        |   |   |         | 253,074 |  |   |           | 243,043 |  
|Selling, general and administrative                |                                                                          |               | 66,950  |                   |  |               | 68,342  |               |   |   | 208,500 |         |  |   | 214,747   |        
|Provision (recovery)  restructured
    operations |                                                                          |               |        |                   |  |               | 59      |               |   |   |        |         |  |   | 1,685     |        
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Earnings from operations                                                 |               |         | 17,569            |  |               |         | 13,364        |   |   |         | 44,574  |  |   |           | 26,611  |  
|Income from unconsolidated companies               |                                                                          |               | 441     |                   |  |               | 936     |               |   |   | 1,853   |         |  |   | 2,036     |        
|Interest expense  net                             |                                                                          |               | (9,682  | )                 |  |               | (10,216 | )             |   |   | (27,101 | )       |  |   | (28,696   | )      
|Other (expense) income  net                       |                                                                          |               | 7,771   |                   |  |               | (19,472 | )             |   |   | 7,400   |         |  |   | (19,031   | )      
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Earnings (loss) before income taxes                                      |               |         | 16,099            |  |               |         | (15,388       | ) |   |         | 26,726  |  |   |           | (19,080 | )
|Income tax provision (benefit)                     |                                                                          |               | 4,347   |                   |  |               | (4,771  | )             |   |   | 3,216   |         |  |   | 2,815     |        
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               |         | 11,752            |  |               |         | (10,617       | ) |   |         | 23,510  |  |   |           | (21,895 | )
|Cumulative effect of an accounting change          |                                                                          |               |        |                   |  |               |        |               |   |   |        |         |  |   | (44,815   | )      
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|Net earnings (loss)                                |                                                                          | $             | 11,752  |                   |  | $             | (10,617 | )             |   | $ | 23,510  |         |  | $ | (66,710   | )      
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|Basic earnings (loss) per share:                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.20              |  |               | $       | (0.18         | ) |   | $       | 0.40    |  |   | $         | (0.37   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |                  |  |               |         |              |   |   |         |        |  |   |           | (0.77   | )
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.20              |  |               | $       | (0.18         | ) |   | $       | 0.40    |  |   | $         | (1.14   | )
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|Diluted earnings (loss) per share:                 |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.20              |  |               | $       | (0.18         | ) |   | $       | 0.40    |  |   | $         | (0.37   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |                  |  |               |         |              |   |   |         |        |  |   |           | (0.77   | )
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.20              |  |               | $       | (0.18         | ) |   | $       | 0.40    |  |   | $         | (1.14   | )
|                                                   |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|Average shares outstanding:                        |                                                                          |               |         |                   |  |               |         |               |   |   |         |         |  |   |           |        
|                                                   | Basic                                                                    |               |         | 58,466            |  |               |         | 58,298        |   |   |         | 58,428  |  |   |           | 58,266  |  
|                                                   | Diluted                                                                  |               |         | 58,473            |  |               |         | 58,298        |   |   |         | 58,433  |  |   |           | 58,266  |  

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

2



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |        |   |           |          |        | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------ | - | --------- | -------- | ------ | 
|                                           |                                        | September 28,   |           | December 29,
|                                           |                                        | 2003            |           | 2002        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |        |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 305,805      |        |   | $         | 177,994  |       
|                                           | Marketable securities                  |                 |           | 21,979       |        |   |           | 65,863   |       
|                                           | Receivables  net                      |                 |           | 197,530      |        |   |           | 161,091  |       
|                                           | Inventories:                           |                 |           |              |        |   |           |          |       
|                                           |                                        | Finished goods  |           |              | 96,284 |   |           |          | 90,325 | 
|                                           |                                        | Work-in-process |           |              | 30,776 |   |           |          | 22,059 | 
|                                           |                                        | Raw materials   |           |              | 64,409 |   |           |          | 69,898 | 
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Total inventories                      |                 |           | 191,469      |        |   |           | 182,282  |       
|                                           |                                        |                 |           |              |        |   |           |         
|                                           | Deferred income taxes                  |                 |           | 62,138       |        |   |           | 64,423   |       
|                                           | Prepaid expenses                       |                 |           | 8,500        |        |   |           | 12,895   |       
|                                           | Assets held for sale                   |                 |           |             |        |   |           | 40,383   |       
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Assets                       |                                        |                 | 787,421   |              |        |   | 704,931   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Property, plant and equipment              |                                        |                 |           |              |        |   |           |         
|                                           | Land                                   |                 |           | 15,655       |        |   |           | 14,447   |       
|                                           | Buildings                              |                 |           | 170,636      |        |   |           | 150,815  |       
|                                           | Machinery & equipment                  |                 |           | 589,321      |        |   |           | 509,839  |       
|                                           | Construction-in-progress               |                 |           | 13,687       |        |   |           | 9,601    |       
|                                           |                                        |                 |           |              |        |   |           |         
|                                           |                                        |                 | 789,299   |              |        |   | 684,702   |         
|                                           | Less accumulated depreciation          |                 |           | (483,980     | )      |   |           | (397,287 | )     
|                                           |                                        |                 |           |              |        |   |           |         
|Net property, plant and equipment          |                                        |                 | 305,319   |              |        |   | 287,415   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Goodwill  net                             |                                        |                 | 447,804   |              |        |   | 437,175   |         
|Investments in unconsolidated companies    |                                        |                 | 121,588   |              |        |   | 121,575   |         
|Deferred income taxes                      |                                        |                 | 47,794    |              |        |   | 36,414    |         
|Other assets                               |                                        |                 | 36,234    |              |        |   | 32,246    |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Assets                               |                                        | $               | 1,746,160 |              |        | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |        |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |        |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 127,640      |        |   | $         | 65,126   |       
|                                           | Accounts payable                       |                 |           | 111,044      |        |   |           | 109,479  |       
|                                           | Accrued liabilities                    |                 |           | 113,116      |        |   |           | 113,406  |       
|                                           | Income taxes payable                   |                 |           | 6,916        |        |   |           | 9,148    |       
|                                           |                                        |                 |           |              |        |   |           |         
|Total Current Liabilities                  |                                        |                 | 358,716   |              |        |   | 297,159   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |        |   |           |         
|                                           | Long-term debt                         |                 |           | 557,063      |        |   |           | 559,982  |       
|                                           | Other long-term liabilities            |                 |           | 148,204      |        |   |           | 138,479  |       
|Shareholders Equity                       |                                        |                 |           |              |        |   |           |         
|                                           | Common stock                           |                 |           | 5,847        |        |   |           | 5,830    |       
|                                           | Additional paid-in capital             |                 |           | 345,764      |        |   |           | 342,911  |       
|                                           | Retained earnings                      |                 |           | 417,685      |        |   |           | 394,175  |       
|                                           | Unearned compensation-restricted stock |                 |           | (3,699       | )      |   |           | (2,914   | )     
|                                           | Accumulated other comprehensive income |                 |           | (83,420      | )      |   |           | (115,866 | )     
|                                           |                                        |                 |           |              |        |   |           |         
|Total Shareholders Equity                 |                                        |                 | 682,177   |              |        |   | 624,136   |         
|                                           |                                        |                 |           |              |        |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,746,160 |              |        | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |        |   |           |         

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

3



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)


|                                                                            |                                                          |                      |        |               |         |   |         |         |         |  
|--------------------------------------------------------------------------- | -------------------------------------------------------- | -------------------- | ------ | ------------- | ------- | - | ------- | ------- | ------- | -
|                                                                            |                                                          |                     
|                                                                            |                                                          | Nine Months Ended   
|                                                                            |                                                          |                     
|                                                                            |                                                          | September 28,        |        | September 29,
|                                                                            |                                                          | 2003                 |        | 2002         
|                                                                            |                                                          |                      |        |              
|Cash Flows from Operating Activities:                                       |                                                          |                      |        |               |         |   |         |        
|Net earnings (loss)                                                         |                                                          | $                    | 23,510 |               |         | $ | (66,710 | )      
|                                                                            | Cumulative effect of an accounting change                |                      |        |              |         |   |         | 44,815  |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Net earnings (loss) before cumulative effective
    of an accounting change |                                                          |                      | 23,510 |               |         |   | (21,895 | )      
|Adjustments:                                                                |                                                          |                      |        |               |         |   |         |        
|                                                                            | Depreciation and amortization                            |                      |        | 39,530        |         |   |         | 38,049  |        
|                                                                            | Provision (recovery)  restructured
    operations       |                      |        |              |         |   |         | 1,685   |        
|                                                                            | Undistributed earnings from unconsolidated
    companies |                      |        | (1,853        | )       |   |         | (2,036  | )      
|                                                                            | Mark-to-market adjustment for derivative
    instruments |                      |        | (30           | )       |   |         | (593    | )      
|                                                                            | (Gain) loss on sale of property, plant and
    equipment |                      |        | 834           |         |   |         | (995    | )      
|                                                                            | Deferred income taxes                                    |                      |        | (9,590        | )       |   |         | 43,213  |        
|                                                                            | Changes in operating assets and
    liabilities  net:   |                      |        |               |         |   |         |         |        
|                                                                            |                                                          | Receivables          |        |               | (28,288 | ) |         |         | 3,616   |  
|                                                                            |                                                          | Inventories          |        |               | 10,232  |   |         |         | 803     |  
|                                                                            |                                                          | Accounts payable     |        |               | (2,605  | ) |         |         | 1,635   |  
|                                                                            |                                                          | Accrued liabilities  |        |               | (3,554  | ) |         |         | (35,557 | )
|                                                                            |                                                          | Income taxes payable |        |               | (2,961  | ) |         |         | 9,980   |  
|                                                                            |                                                          | Other                |        |               | 7,495   |   |         |         | 16,279  |  
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Net cash provided by (used in) operating
    activities                     |                                                          |                      | 32,720 |               |         |   | 54,184  |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Cash Flows from Investing Activities:                                       |                                                          |                      |        |               |         |   |         |        
|                                                                            | Purchases of and investment in businesses                |                      |        |              |         |   |         | (5,079  | )      
|                                                                            | Purchases of property, plant and equipment               |                      |        | (19,392       | )       |   |         | (16,998 | )      
|                                                                            | Proceeds from sale of property, plant and
    equipment  |                      |        | 266           |         |   |         | 3,603   |        
|                                                                            | Marketable securities acquired                           |                      |        | (30,941       | )       |   |         | (71,699 | )      
|                                                                            | Proceeds from matured marketable securities              |                      |        | 79,277        |         |   |         | 24,326  |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Net cash provided by (used in) investing
    activities                     |                                                          |                      | 29,210 |               |         |   | (65,847 | )      
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Cash Flows from Financing Activities:                                       |                                                          |                      |        |               |         |   |         |        
|                                                                            | Proceeds from long-term debt and other borrowings        |                      |        | 125,191       |         |   |         |        |        
|                                                                            | Repayment of long-term debt and other borrowings         |                      |        | (65,341       | )       |   |         | (9,522  | )      
|                                                                            | Stock options exercised                                  |                      |        |              |         |   |         | 248     |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Net cash provided by (used in) financing
    activities                     |                                                          |                      | 59,850 |               |         |   | (9,274  | )      
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Effect of exchange-rate changes on cash                                     |                                                          |                      | 6,031  |               |         |   | 3,239   |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|                                                                            | Net increase (decrease) in cash and cash
    equivalents |                      |        | 127,811       |         |   |         | (17,698 | )      
|                                                                            | Cash and cash equivalents  beginning
    of period      |                      |        | 177,994       |         |   |         | 234,843 |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|                                                                            | Cash and cash equivalents  end of
    period            |                      | $      | 305,805       |         |   | $       | 217,145 |        
|                                                                            |                                                          |                      |        |               |         |   |         |        
|Cash payments for interest                                                  |                                                          | $                    | 38,586 |               |         | $ | 41,570  |        
|Cash payments (refunds) for income taxes                                    |                                                          | $                    | 13,231 |               |         | $ | (51,513 | )      

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

4



---



##### 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 September 28, 2003 and December 29, 2002 and the
results of operations and cash flows for the periods ended
September 28, 2003 and September 29, 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
September 28, 2003 and September 29, 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 |        | Nine Months Ended
|                                                                         |                                                                          |               |        |                  
|                                                                         |                                                                          | September 28, |        | September 29,     |  | September 28, |         | September 29,
|                                                                         |                                                                          | 2003          |        | 2002              |  | 2003          |         | 2002         
|(In thousands, except per share data)                                    |                                                                          |               |        |                   |  |               |         |              
|Net earnings (loss) before cumulative effect of
    an accounting change |                                                                          | $             | 11,752 |                   |  | $             | (10,617 | )             |   | $ | 23,510 |        |  | $ | (21,895 | )     
|Cumulative effect of an accounting change                                |                                                                          |               |       |                   |  |               |        |               |   |   |       |        |  |   | (44,815 | )     
|                                                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|Net earnings (loss)                                                      |                                                                          | $             | 11,752 |                   |  | $             | (10,617 | )             |   | $ | 23,510 |        |  | $ | (66,710 | )     
|                                                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|Basic shares:                                                            |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|                                                                         | Average shares outstanding                                               |               |        | 58,466            |  |               |         | 58,298        |   |   |        | 58,428 |  |   |         | 58,266 |  
|                                                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|Basic earnings (loss) per share:                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss) before cumulative effect of
    an accounting change |               | $      | 0.20              |  |               | $       | (0.18         | ) |   | $      | 0.40   |  |   | $       | (0.37  | )
|                                                                         | Cumulative effect of an accounting change                                |               |        |                  |  |               |         |              |   |   |        |       |  |   |         | (0.77  | )
|                                                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss)                                                      |               | $      | 0.20              |  |               | $       | (0.18         | ) |   | $      | 0.40   |  |   | $       | (1.14  | )
|                                                                         |                                                                          |               |        |                   |  |               |         |               |   |   |        |        |  |   |         |       

5



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

|                                      |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |        |  
|------------------------------------- | ------------------------------------------------------------------------ | ------------- | ------ | ----------------- |  | ------------- | ------ | ------------- | - |  | ------ | ------ |  |  | ------ | ------ | -
|                                      |                                                                          |               |        |                  
|                                      |                                                                          | Quarter Ended |        | Nine Months Ended
|                                      |                                                                          |               |        |                  
|                                      |                                                                          | September 28, |        | September 29,     |  | September 28, |        | September 29,
|                                      |                                                                          | 2003          |        | 2002              |  | 2003          |        | 2002         
|(In thousands, except per share data) |                                                                          |               |        |                   |  |               |        |              
|Diluted shares:                       |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       
|                                      | Average shares outstanding                                               |               |        | 58,466            |  |               |        | 58,298        |   |  |        | 58,428 |  |  |        | 58,266 |  
|                                      | Additional shares from the assumed exercise of
    stock options         |               |        | 7                 |  |               |        |              |   |  |        | 5      |  |  |        |       |  
|                                      |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       
|                                      |                                                                          |               | 58,473 |                   |  |               | 58,298 |               |   |  | 58,433 |        |  |  | 58,266 |       
|                                      |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       
|Diluted earnings (loss) per share:    |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       
|                                      | Net earnings (loss) before cumulative effect of
    an accounting change |               | $      | 0.20              |  |               | $      | (0.18         | ) |  | $      | 0.40   |  |  | $      | (0.37  | )
|                                      | Cumulative effect of an accounting change                                |               |        |                  |  |               |        |              |   |  |        |       |  |  |        | (0.77  | )
|                                      |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       
|                                      | Net earnings (loss)                                                      |               | $      | 0.20              |  |               | $      | (0.18         | ) |  | $      | 0.40   |  |  | $      | (1.14  | )
|                                      |                                                                          |               |        |                   |  |               |        |               |   |  |        |        |  |  |        |       

Due to the net loss for the quarter and nine months ended
September 29, 2002, the assumed net exercise of stock
options in those periods were excluded, as the effect would have
been anti-dilutive. Options for shares of Common Stock that were
excluded because of their anti-dilutive effect were
5.5 million and 5.2 million shares for the third
quarter of 2003 and 2002, respectively, and 5.6 million and
4.5 million shares for the first nine months of 2003 and
2002, respectively.

6



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)



|   |                         
|-- | ------------------------
|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 Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, to stock-based employee
compensation.

|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |         |       |  
|-------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ------ | ----------------- | ---- | ------------- | ------- | ------------- | ----- | - | ------ | ------ | ---- | - | ------- | ------- | ----- | -
|                                 |                                                                                                                                                       |                       |        |                  
|                                 |                                                                                                                                                       | Quarter Ended         |        | Nine Months Ended
|                                 |                                                                                                                                                       |                       |        |                  
|                                 |                                                                                                                                                       | September 28,         |        | September 29,     |      | September 28, |         | September 29,
|(In thousands, except per share  |                                                                                                                                                       | 2003                  |        | 2002              |      | 2003          |         | 2002         
|data)                            |                                                                                                                                                       |                       |        |                   |      |               |         |              
|Net earnings (loss), as reported |                                                                                                                                                       | $                     | 11,752 |                   |      | $             | (10,617 | )             |       | $ | 23,510 |        |      | $ | (66,710 | )      
|                                 | Deduct total incremental stock-based compensation
    expense determined under fair-value-based method for all awards,
    net of related tax effects |                       |        | (1,108            | )    |               |         | (1,008        | )     |   |        | (3,530 | )    |   |         | (3,466  | )    
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        
|                                 | Proforma net earnings (loss)                                                                                                                          |                       | $      | 10,644            |      |               | $       | (11,625       | )     |   | $      | 19,980 |      |   | $       | (70,176 | )    
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        
|                                 | Earnings (loss) per share:                                                                                                                            |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |         |      
|                                 |                                                                                                                                                       | Basic  as reported   |        | $                 | 0.20 |               |         | $             | (0.18 | ) |        | $      | 0.40 |   |         | $       | (1.14 | )
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        
|                                 |                                                                                                                                                       | Basic  proforma      |        | $                 | 0.18 |               |         | $             | (0.20 | ) |        | $      | 0.34 |   |         | $       | (1.20 | )
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        
|                                 |                                                                                                                                                       | Diluted  as reported |        | $                 | 0.20 |               |         | $             | (0.18 | ) |        | $      | 0.40 |   |         | $       | (1.14 | )
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        
|                                 |                                                                                                                                                       | Diluted  proforma    |        | $                 | 0.18 |               |         | $             | (0.20 | ) |        | $      | 0.34 |   |         | $       | (1.20 | )
|                                 |                                                                                                                                                       |                       |        |                   |      |               |         |               |       |   |        |        |      |   |         |        

A valuation using the fair-value-based accounting method has
been made for applicable stock options granted as of
September 28, 2003 and September 29, 2002. That
valuation was performed using the Black-Scholes option-pricing
model.



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

The Corporations income tax provision for the first nine
months of 2003 reflects a $2.0 million tax benefit recorded
in the second quarter 2003 resulting primarily from the
favorable completion of a foreign tax audit and a corresponding
reduction in worldwide tax exposures and a $2.0 million tax
benefit recorded in the first quarter 2003 from the favorable
completion of a domestic tax audit and a corresponding reduction
in U.S. tax exposure.

The Corporations income tax provision for the first nine
months of 2002 reflects a $2.2 million tax benefit in the
second quarter 2002 resulting from the favorable completion of
several tax audits and a reduction of worldwide tax exposures.
In addition, during 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

7



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

December 30, 2001. Accordingly, the Corporation received a
cash tax refund of approximately $65 million during the
subsequent two quarters of 2002. During the first quarter 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 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 September 28, 2003, will be
sufficient to realize the recorded deferred tax assets, net of
existing valuation allowances at September 28, 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 |        | Nine Months Ended
|                                         |  |               |        |                  
|                                         |  | September 28, |        | September 29,     |  | September 28, |         | September 29,
|                                         |  | 2003          |        | 2002              |  | 2003          |         | 2002         
|(In thousands)                           |  |               |        |                   |  |               |         |              
|Net income (loss)                        |  | $             | 11,752 |                   |  | $             | (10,617 | )             |  | $ | 23,510 |   |  | $ | (66,710 | )
|Foreign currency translation adjustments |  |               | 248    |                   |  |               | (2,557  | )             |  |   | 32,608 |   |  |   | 8,201   |  
|Unrealized gains (losses) on securities  |  |               | (56    | )                 |  |               | 14      |               |  |   | (162   | ) |  |   | (78     | )
|                                         |  |               |        |                   |  |               |         |               |  |   |        |   |  |   |         |  
|Comprehensive income (loss)              |  | $             | 11,944 |                   |  | $             | (13,160 | )             |  | $ | 55,956 |   |  | $ | (58,587 | )
|                                         |  |               |        |                   |  |               |         |               |  |   |        |   |  |   |         |  



|   |                       
|-- | ----------------------
|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

8



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

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
SFAS No. 133 and SFAS No. 138.
Mark-to-market gains and losses for commodities futures, if any,
are recorded in cost of sales. As of September 28, 2003,
the Corporation had outstanding commodities futures contracts of
$1.7 million. As of December 29, 2002, the Corporation
had no outstanding commodities futures contracts. Cost of sales
for the quarters ended September 28, 2003 and
September 29, 2002 reflected no effect and a loss of
$0.6 million, respectively, related to the mark-to-market
adjustments for commodities futures contracts. Cost of sales for
the nine months ended September 28, 2003 and
September 29, 2002 reflected no net effect and a gain of
$0.4 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. As of September 28, 2003,
the Corporation had outstanding forward foreign exchange
contracts of $19.7 million related to European currencies.
The Corporation had no outstanding forward foreign exchange
contracts as of December 29, 2002. Other
expense  net for the quarter and nine months ended
September 28, 2003 reflected a loss of $0.5 million
related to the mark-to-market adjustments for forward foreign
exchange contracts. Other expense  net for the
quarter and nine months ended September 29, 2002 reflected
no impact from mark-to-market adjustments for forward foreign
exchange contracts.



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

In September 2002, the Corporation entered into three 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. In
addition in June 2003, the Corporation replaced one of the three
interest rate swap agreements in a notional amount of
$83.3 million relating to the debt securities maturing in
2006, with new interest rate swap agreements for the same
notional amount maturing primarily in 2013 (the term of the
$125 million senior unsecured notes due June

9



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

2013  see Note 7). The approximately
$3 million received by the Corporation from closing its
previous position will reduce the future effective interest rate
of the underlying debt instrument. The new interest rate swap
agreements effectively converted $83.3 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 Corporations 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 agreement is recorded as a component of
net interest expense. At September 28, 2003, the net
out-of-the-money fair value of the interest swaps totaled
$2.2 million and $4.2 million is classified in other
long-term liabilities and $2.0 million is classified in
other long-term assets, with an off-setting net decrease in the
fair value of the debt hedged. At December 29, 2002, the
net in-the-money fair value of the interest swaps totaled an
asset of $3.1 million and is classified in other long-term
assets, with an off-setting increase in the fair value of debt
hedged. As of September 28, 2003, the Corporation had
interest rate swap agreements totaling a notional amount of
$250 million with approximately one-third maturing in each
of the years 2008, 2009 and 2013. Net interest expense for the
quarters ended September 28, 2003 and September 29,
2002 reflect a benefit of $1.7 million and
$0.2 million, respectively, associated with these interest
rate swap agreements. Net interest expense for the nine months
ended September 28, 2003 and September 29, 2002
reflect a benefit of $4.6 million and $0.2 million,
respectively, associated with these interest rate swap
agreements.



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

The Corporations long-term debt at September 28, 2003
and December 29, 2002 was:

|                                                                       |  |               |         |              |  |   |         | 
|---------------------------------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                                                                       |  | September 28, |         | December 29,
|                                                                       |  | 2003          |         | 2002        
|(In thousands)                                                         |  |               |         |             
|Notes payable (See Note 6 regarding interest
    rate swap agreements) |  | $             | 669,101 |              |  | $ | 607,660 | 
|Non-U.S. borrowings                                                    |  |               | 5,795   |              |  |   | 5,831   | 
|Industrial revenue bonds                                               |  |               | 7,055   |              |  |   | 7,055   | 
|Other, including capital leases                                        |  |               | 2,752   |              |  |   | 4,562   | 
|                                                                       |  |               |         |              |  |   |         | 
|Long-term debt (including current maturities)                          |  |               | 684,703 |              |  |   | 625,108 | 
|Less current portion                                                   |  |               | 127,640 |              |  |   | 65,126  | 
|                                                                       |  |               |         |              |  |   |         | 
|Long-term debt                                                         |  | $             | 557,063 |              |  | $ | 559,982 | 
|                                                                       |  |               |         |              |  |   |         | 

In May 2003, the Corporation issued $125 million of senior,
unsecured notes. The notes were issued at par and bear interest
at 7.25%. The notes mature on June 1, 2013 with a first
interest payment on December 1, 2003. Net proceeds from the
sale are earmarked to repay existing $125 million
8.25% senior, unsecured notes due in January 2004.

In June 2003, the Corporation entered into a $175 million
committed revolving credit facility with a bank group which is
secured by, among other things, accounts receivable, inventory
and equipment located in the United States. This credit facility
contains, among other

10



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

things, conditions precedent for borrowing; covenants
restricting investments, disposition of collateral and payment
of dividends; financial covenants regarding additional debt,
liens, minimum liquidity and capital expenditures; and standard
events of default. The Corporation pays an unused commitment fee
of 62.5 basis points to maintain this facility. There were
no borrowings outstanding under this facility as of
September 28, 2003. Any borrowings outstanding as of June
2006 would mature on that date.

In September 2003, the Corporation amended its committed
revolving credit facility with a Canadian bank, which is secured
by inventory and accounts receivable located in Canada, to
increase the borrowing capacity from CAD$30 million to
CAD$45 million (approximately US$33 million). The
Corporation also extended the term of the Canadian credit
facility from March 2004 to September 2006. There were no
borrowings outstanding under this facility as of
September 28, 2003. Any borrowing outstanding as of
September 2006 would mature on that date.

Principal payments due on long-term debt, including capital
leases, for the remainder of calendar year 2003 and in each of
the calendar years 2004 through 2007 are $0.8 million,
$129.1 million, $9.0 million, $150.9 million and
$0.5 million, respectively.



|   |                                                   
|-- | --------------------------------------------------
|8. | Manufacturing Consolidation and Efficiency Program

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.

11



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

The total cost of the program was approximately $84 million
plus approximately $7 million of capital expenditures. The
components of pre-tax charges related to this program are as
follows:

|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |        | 
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------ | ---- | ------ | ------ |  | ----- | ------ | ----------- |  | ------------- | ------ | ------ |  | - | ----- | ----- |  | - | ------ | ------ | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  | Nine Months  
|                                                             |                                                                                            |      |        |        |  |       |        |             |  | Ended        
|                                                             |                                                                                            | Year |        | Year   |  |       |        | 3rd Quarter |  | September 29,
|                                                             |                                                                                            | 2001 |        | 2002   |  | Total |        | 2002        |  | 2002         
|(In thousands)                                               |                                                                                            |      |        |        |  |       |        |             |  |              
|Certain costs excluded from Electrical segment
    earnings: |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|                                                             | Impairment charges on long-lived assets                                                    |      | $      | 30,041 |  |       | $      |            |  |               | $      | 30,041 |  |   | $     |      |  |   | $      |       | 
|                                                             | Provision (recovery)  restructured
    operations (see components in the following table) |      |        | 11,666 |  |       |        | 1,656       |  |               |        | 13,322 |  |   |       | 59    |  |   |        | 1,685  | 
|                                                             | Cost of sales                                                                              |      |        | 3,047  |  |       |        |            |  |               |        | 3,047  |  |   |       |      |  |   |        |       | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|Total excluded from Electrical segment earnings              |                                                                                            |      | 44,754 |        |  |       | 1,656  |             |  |               | 46,410 |        |  |   | 59    |       |  |   | 1,685  |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|Certain costs reflected in Electrical segment
    earnings:  |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|                                                             | Cost of sales                                                                              |      |        | 4,321  |  |       |        | 32,781      |  |               |        | 37,102 |  |   |       | 5,473 |  |   |        | 29,928 | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|Total reflected in Electrical segment earnings               |                                                                                            |      | 4,321  |        |  |       | 32,781 |             |  |               | 37,102 |        |  |   | 5,473 |       |  |   | 29,928 |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       
|Total manufacturing plan costs                               |                                                                                            | $    | 49,075 |        |  | $     | 34,437 |             |  | $             | 83,512 |        |  | $ | 5,532 |       |  | $ | 31,613 |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |               |        |        |  |   |       |       |  |   |        |       

The following table summarizes the provision for restructured
operations and activity since inception:

|                                     |  |           |        |            |  |           |       |               |  |               |        |   |  |   |        |   |  |   |       | 
|------------------------------------ |  | --------- | ------ | ---------- |  | --------- | ----- | ------------- |  | ------------- | ------ | - |  | - | ------ | - |  | - | ----- | 
|                                     |  |           |        |            |  |           |       | Nine Months   |  |              
|                                     |  |           |        |            |  |           |       | Ended         |  |              
|                                     |  | Original  |        | Year 2002  |  |           |       | September 28, |  | Balance at   
|                                     |  | 2001      |        | Provision  |  | Year 2002 |       | 2003          |  | September 28,
|                                     |  | Provision |        | (Recovery) |  | Payments  |       | Payments      |  | 2003         
|(In thousands)                       |  |           |        |            |  |           |       |               |  |              
|Severance and employee-related costs |  | $         | 4,856  |            |  | $         | 1,658 |               |  | $             | (5,434 | ) |  | $ | (965   | ) |  | $ | 115   | 
|Idle facilities                      |  |           | 4,561  |            |  |           | (395  | )             |  |               | (1,131 | ) |  |   | (1,282 | ) |  |   | 1,753 | 
|Purchase order commitments           |  |           |       |            |  |           | 1,055 |               |  |               | (1,055 | ) |  |   |       |   |  |   |      | 
|Other facilities exit costs          |  |           | 2,249  |            |  |           | (662  | )             |  |               | (952   | ) |  |   | (305   | ) |  |   | 330   | 
|                                     |  |           |        |            |  |           |       |               |  |               |        |   |  |   |        |   |  |   |       | 
|                                     |  | $         | 11,666 |            |  | $         | 1,656 |               |  | $             | (8,572 | ) |  | $ | (2,552 | ) |  | $ | 2,198 | 
|                                     |  |           |        |            |  |           |       |               |  |               |        |   |  |   |        |   |  |   |       | 

12



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

The remaining accrual for idle facilities reflects primarily
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 as of
December 29, 2002 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 reflected the Corporations decision during 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 increase of approximately $13 million
in inventories. The previous cessation of depreciation on these
assets during the first quarter of 2003 was $1.8 million,
and the third quarter and nine months ended September 29,
2002 were $1.8 million and $5.7 million, respectively.
No reinstatement of previous depreciation is required for these
assets and the Corporation began prospective depreciation 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 poles and lattice steel
towers for North American power and telecommunications
companies. The Communications segment designs, manufactures and
markets connectors, components and other products 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

13



---



##### Table of Contents



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 |        | Nine Months Ended
|                                    |                                   |               |        |                  
|                                    |                                   | September 28, |        | September 29,     |  | September 28, |         | September 29,
|                                    |                                   | 2003          |        | 2002              |  | 2003          |         | 2002         
|                                    |                                   |               |        |                   |  |               |         |              
|(In thousands)                      |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|Net sales:                          |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|                                    | Electrical                        |               | $      | 265,666           |  |               | $       | 255,793       |   |   | $       | 763,505 |  |   | $       | 777,469   |  
|                                    | Steel Structures                  |               |        | 23,545            |  |               |         | 32,028        |   |   |         | 66,856  |  |   |         | 100,734   |  
|                                    | Communications                    |               |        | 23,723            |  |               |         | 15,110        |   |   |         | 65,138  |  |   |         | 67,805    |  
|                                    | HVAC                              |               |        | 25,757            |  |               |         | 24,538        |   |   |         | 77,335  |  |   |         | 64,791    |  
|                                    |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|                                    | Total net sales                   |               | $      | 338,691           |  |               | $       | 327,469       |   |   | $       | 972,834 |  |   | $       | 1,010,799 |  
|                                    |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|Segment earnings (loss):            |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|                                    | Electrical                        |               | $      | 14,259            |  |               | $       | 10,836        |   |   | $       | 34,021  |  |   | $       | 12,742    |  
|                                    | Steel Structures                  |               |        | 2,680             |  |               |         | 5,190         |   |   |         | 4,202   |  |   |         | 14,023    |  
|                                    | Communications                    |               |        | 3,375             |  |               |         | (3,961        | ) |   |         | 8,626   |  |   |         | (149      | )
|                                    | HVAC                              |               |        | 1,353             |  |               |         | 2,294         |   |   |         | 3,235   |  |   |         | 3,716     |  
|                                    |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|                                    | Total reportable segment earnings |               |        | 21,667            |  |               |         | 14,359        |   |   |         | 50,084  |  |   |         | 30,332    |  
|Interest expense  net              |                                   |               | (9,682 | )                 |  |               | (10,216 | )             |   |   | (27,101 | )       |  |   | (28,696 | )        
|Other                               |                                   |               | 4,114  |                   |  |               | (19,531 | )             |   |   | 3,743   |         |  |   | (20,716 | )        
|                                    |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          
|Earnings (loss) before income taxes |                                   | $             | 16,099 |                   |  | $             | (15,388 | )             |   | $ | 26,726  |         |  | $ | (19,080 | )        
|                                    |                                   |               |        |                   |  |               |         |               |   |   |         |         |  |   |         |          

Other for the quarter and year-to-date 2003 included a
$3.7 million charge for closing a satellite distribution
facility and a benefit of $8.9 million from the favorable
settlement of a commercial lawsuit. Other for the quarter and
year-to-date 2002 included a charge of $19.0 million
related to the settlement of a consolidated securities
class-action lawsuit. Other for the quarter and year-to-date
2002 also included a provision for restructured operations of
$0.1 million and $1.7 million, respectively.



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



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



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

By July 5, 2000, 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

14



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)  (Continued)

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 due to alleged
inadequate product warnings 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 judgment 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.



|    |                                     
|--- | ------------------------------------
|12. | Recently Issued Accounting Standards

In May 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS)
No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity.
SFAS No. 150 became effective during the third quarter
of 2003. The Statement requires classification as liabilities
(or assets in some circumstances) three classes of freestanding
financial instruments that embody obligations. Adopting
SFAS No. 150 did not have a material impact on the
Corporations Condensed Consolidated Financial Statements.



|    |                           
|--- | --------------------------
|13. | Other Financial Disclosure

On October 13, 2003, the Corporations Board of
Directors unanimously voted to terminate the Shareholders Rights
Plan effective immediately. The rights will be redeemed at a
price of $0.005 per right, payable in cash to shareholders
of record on October 30, 2003.

15



---



##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

Manufacturing Consolidation and Efficiency 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. As part of this program, the Corporation recorded
$5.5 million and $31.6 million in pre-tax charges
during the quarter and nine months ended September 29,
2002, respectively.

Results of Operations

Comparison of Periods in 2003 with Periods in 2002

Consolidated Results

|                                    |  |                    |         |                    |  |           |       |          |  |   |         |   |  |  |       |  
|----------------------------------- |  | ------------------ | ------- | ------------------ |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                    |  |                   
|                                    |  | Quarter Ended     
|                                    |  |                   
|                                    |  |                    |         |                   
|                                    |  | September 28, 2003 |         | September 29, 2002
|                                    |  |                    |         |                   
|                                    |  | In                 |         | % of Net           |  | In        |       | % of Net
|                                    |  | Thousands          |         | Sales              |  | Thousands |       | Sales   
|                                    |  |                    |         |                    |  |           |       |         
|Net sales                           |  | $                  | 338,691 |                    |  |           | 100.0 |          |  | $ | 327,469 |   |  |  | 100.0 |  
|Gross margin                        |  |                    | 84,519  |                    |  |           | 25.0  |          |  |   | 81,765  |   |  |  | 25.0  |  
|Selling, general and administrative |  |                    | 66,950  |                    |  |           | 19.8  |          |  |   | 68,342  |   |  |  | 20.9  |  
|Interest expense  net              |  |                    | (9,682  | )                  |  |           | (2.9  | )        |  |   | (10,216 | ) |  |  | (3.1  | )
|Other (expense) income  net        |  |                    | 7,771   |                    |  |           | 2.3   |          |  |   | (19,472 | ) |  |  | (5.9  | )
|Income tax provision (benefit)      |  |                    | 4,347   |                    |  |           | 1.3   |          |  |   | (4,771  | ) |  |  | (1.5  | )
|Net earnings (loss)                 |  |                    | 11,752  |                    |  |           | 3.5   |          |  |   | (10,617 | ) |  |  | (3.2  | )

|                                          |  |                    |         |                    |  |           |       |          |  |   |           |   |  |  |       |  
|----------------------------------------- |  | ------------------ | ------- | ------------------ |  | --------- | ----- | -------- |  | - | --------- | - |  |  | ----- | -
|                                          |  |                   
|                                          |  | Nine Months Ended 
|                                          |  |                   
|                                          |  |                    |         |                   
|                                          |  | September 28, 2003 |         | September 29, 2002
|                                          |  |                    |         |                   
|                                          |  | In                 |         | % of Net           |  | In        |       | % of Net
|                                          |  | Thousands          |         | Sales              |  | Thousands |       | Sales   
|                                          |  |                    |         |                    |  |           |       |         
|Net sales                                 |  | $                  | 972,834 |                    |  |           | 100.0 |          |  | $ | 1,010,799 |   |  |  | 100.0 |  
|Gross margin                              |  |                    | 253,074 |                    |  |           | 26.0  |          |  |   | 243,043   |   |  |  | 24.0  |  
|Selling, general and administrative       |  |                    | 208,500 |                    |  |           | 21.4  |          |  |   | 214,747   |   |  |  | 21.2  |  
|Interest expense  net                    |  |                    | (27,101 | )                  |  |           | (2.8  | )        |  |   | (28,696   | ) |  |  | (2.8  | )
|Other (expense) income  net              |  |                    | 7,400   |                    |  |           | 0.8   |          |  |   | (19,031   | ) |  |  | (1.9  | )
|Income tax provision (benefit)            |  |                    | 3,216   |                    |  |           | 0.3   |          |  |   | 2,815     |   |  |  | 0.3   |  
|Cumulative effect of an accounting change |  |                    |        |                    |  |           |      |          |  |   | (44,815   | ) |  |  | (4.4  | )
|Net earnings (loss)                       |  |                    | 23,510  |                    |  |           | 2.4   |          |  |   | (66,710   | ) |  |  | (6.6  | )

16



---



##### Table of Contents





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

The Corporations third quarter 2003 net sales were
$338.7 million, up 3.4% compared to net sales of
$327.5 million in the same period last year. The sales
increase is due primarily to favorable foreign currency impact
of approximately $10 million. For the first nine months of
2003, the Corporation reported net sales of $972.8 million,
down 3.8% compared to net sales of approximately $1 billion
in the same period last year. The year-to-date 2003 sales
decline reflects favorable foreign currency impact of
approximately $30 million which was more than offset by
reduced investment by the utility sector, where
Thomas & Betts is a leading provider of steel
structures used for transmission and distribution systems, and
high-voltage electrical connectors and switchgear.



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

Gross margin for the third quarter 2003 was 25.0% of net sales,
flat with the same period last year. Third quarter
2003 gross margin reflects a $3.7 million charge for
closing a satellite distribution facility and a
$2.0 million excess and obsolete (E&O) inventory
charge, as well as the under absorption of fixed costs partially
resulting from the Corporations approximate
$13 million inventory reduction since June 29, 2003.
Gross margin in the third quarter 2002 included
$5.5 million of charges for the manufacturing consolidation
and efficiency program and a $4.6 million charge for
exposure associated with the bankruptcy of a customer in the
Corporations Communications segment. For the first nine
months of 2003, the Corporations gross margin was 26.0% of
net sales, compared to 24.0% in the same period last year. Gross
margin for the first nine months of 2003 reflects a
$3.7 million charge for closing a satellite distribution
facility and a $2.0 million E&O inventory charge, as
well as the under absorption of fixed costs. Gross margin for
the first nine months of 2002 included $29.9 million of
charges for the manufacturing consolidation and efficiency
program and a $4.6 million charge for exposure associated
with the bankruptcy of a customer in the Corporations
Communications segment.



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

Selling, general and administrative (SG&A) expenses during
the third quarter 2003 were down in both absolute dollars and as
a percent of net sales despite the impact of foreign currency.
SG&A expenses were $67.0 million, or 19.8% of net
sales, in the quarter just ended, compared to
$68.3 million, or 20.9% of net sales, in the third quarter
2002. For the first nine months of 2003, SG&A expenses were
$208.5 million, or 21.4% of net sales, compared to
$214.7 million, or 21.2% of net sales in the same period
last year. Year-to-date 2003 SG&A expenses were down in
absolute dollars as a result of the Corporations ongoing
focus on tightly managing expenses and were up as a percent of
net sales as a result of the lower sales volume.



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

Interest expense  net for the third quarter 2003 was
$9.7 million, compared to $10.2 million recorded a
year ago. Year-to-date 2003 interest expense 
net was $27.1 million compared to $28.7 million for
the same period in 2002. Year-to-date 2003 includes
approximately $2 million of incremental net interest
expense resulting from the Corporations May 2003 public
debt offering of $125 million senior, unsecured notes. The
Corporation intends to use the proceeds from this offering to
repay $125 million in senior, unsecured notes due January
2004. Year-to-date 2003 also reflects lower interest rates,
due in part to interest rate swap agreements on
$250 million of debt, which resulted in a benefit of
$4.6 million in the first

17



---



##### Table of Contents





Interest income included in interest expense  net was
$1.1 million for the third quarter 2003 and
$1.2 million for the third quarter 2002. Interest income
was $2.9 million and $6.5 million for the first nine
months of 2003 and 2002, respectively. Year-to-date
2002 reflects $3.3 million of interest income
associated with income tax refunds recorded in the second
quarter 2002.



| |                             
| | ----------------------------
| | Other (Expense) Income  Net

Other (expense) income  net in the third quarter
2003 was a net benefit of $7.8 million, compared with a net
expense of $19.5 million in the third quarter 2002.
Year-to-date 2003 was a net benefit of $7.4 million
compared to a net expense of $19.0 million for the same
period in 2002. Both the quarter and year-to-date 2003 included
a benefit of $8.9 million from the favorable settlement of
a commercial lawsuit. Both the quarter and year-to-date 2002
included a charge of $19.0 million related to the
settlement of a consolidated securities class-action lawsuit.



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

The Corporations effective tax rate for the third quarter
2003 was 27% compared with 31% a year ago. The
Corporations income tax provision for the first nine
months of 2003 reflects a $2.0 million tax benefit recorded
in the second quarter resulting primarily from the favorable
completion of a foreign tax audit and a corresponding reduction
in worldwide tax exposures and a $2.0 million tax benefit
recorded in the first quarter from the favorable completion of a
domestic tax audit and a corresponding reduction in
U.S. tax exposure.

The Corporations income tax provision for the first nine
months of 2002 reflects a $2.2 million tax benefit in the
second quarter resulting from the favorable completion of
several tax audits and a reduction of worldwide tax exposures.
In addition, during 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. During the first quarter 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 on deferred tax assets associated
with minimum pension liabilities.



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

Results for the first nine months of 2002 reflect a first
quarter 2002 non-cash charge of $44.8 million for an
impairment of goodwill associated with the Corporations
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 for the third quarter 2003 was $11.8 million,
compared to a net loss of $10.6 million in the third
quarter last year. Net earnings during the third quarter 2003
reflected a

18



---



##### Table of Contents





For the first nine months of 2003, the Corporation reported net
earnings of $23.5 million compared to a loss of
$66.7 million in the same period last year. Year-to-date
net earnings reflected a $6.5 million net-of-tax benefit
from the favorable settlement of a commercial lawsuit, as well
as charges totaling $4.2 million for closing a satellite
distribution facility and for E&O inventory. Net earnings
for the first nine months of 2002 reflected a $44.8 million
non-cash charge for an impairment of goodwill associated with
the Corporations HVAC segment, $21.8 million
net-of-tax charges associated with the Corporations
manufacturing consolidation and efficiency program, a
$3.2 million net-of-tax charge for exposure associated with
the bankruptcy of a major customer in the Corporations
Communications segment and a $13.1 million net-of-tax
charge for the settlement of the consolidated securities
class-action lawsuit.

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

Third quarter 2003 net sales in the Corporations
Electrical segment were $265.7 million, compared to
$255.8 million in the prior-year period. The sales increase
is due primarily to the favorable impact of foreign currency.
Year-to-date Electrical segment net sales were
$763.5 million for 2003, compared to $777.5 million
last year. Year-to-date sales reflect favorable foreign currency
of approximately $30 million, which was more than offset by
the significant weakness in demand, particularly for
high-voltage connectors and switchgear used by utility customers.

Third quarter 2003 segment earnings in the Corporations
Electrical segment were $14.3 million, compared to
$10.8 million in the prior-year period. Third quarter 2003
segment earnings were adversely impacted by the under absorption
of fixed costs partially resulting from an approximate
$13 million inventory reduction during the third quarter
and a $2.0 million E&O inventory charge. Third quarter
2002 results included $5.5 million in charges related to
the manufacturing consolidation and efficiency program.
Year-to-date Electrical segment earnings were $34.0 million
for 2003, compared to $12.7 million last year. Year-to-date
2003 segment earnings were adversely impacted by under
absorption of fixed costs. Year-to-date 2002 segment earnings
included $29.9 million in costs associated with the
manufacturing consolidation and efficiency program.



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

Third quarter 2003 net sales in the Steel Structures
segment were $23.5 million compared to $32.0 million
in the year-ago period. Year-to-date segment net sales were
$66.9 million for 2003, compared to $100.7 million
last year. Segment earnings were $2.7 million for the third

19



---



##### Table of Contents







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

Third quarter 2003 net sales in the Corporations
Communications segment were $23.7 million compared to
$15.1 million in the same quarter 2002. Year-to-date
Communications segment net sales were $65.1 million for
2003, compared to $67.8 million last year. Segment earnings
were $3.4 million in the third quarter 2003, compared to a
loss of $4.0 million in the year-earlier period.
Year-to-date Communications segment earnings were
$8.6 million for 2003, compared to a loss of
$0.1 million last year. The improvement in third quarter
2003 sales is due to a slight pick up in maintenance spending by
cable system operators and market share gains. The lower
year-to-date 2003 net sales reflects weak demand in
telecommunications and broadband markets served by this segment.
The improvement in third quarter and year-to-date 2003 segment
earnings reflect tight operating expense controls implemented in
response to the continued weak demand. Sales and earnings in the
2002 third quarter and year-to-date periods were adversely
impacted by a $4.6 million charge for exposure associated
with the bankruptcy of a cable TV customer.

Approximately $41 million of held for sale assets as of
December 29, 2002 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 reflected the Corporations decision during 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 increase of approximately $13 million
in inventories. The previous cessation of depreciation on these
assets during the first quarter of 2003 was $1.8 million,
and the third quarter and nine months ended September 29,
2002 were $1.8 million and $5.7 million, respectively.
No reinstatement of previous depreciation is required for these
assets and the Corporation began prospective depreciation in the
second quarter 2003.



| |     
| | ----
| | HVAC

Net sales in the HVAC segment were $25.8 million for the
third quarter 2003, compared to $24.5 million in the
year-earlier period. Year-to-date HVAC segment net sales were
$77.3 million for 2003, compared to $64.8 million last
year. The sales increase in both the third quarter and
year-to-date 2003 periods is due largely to a small acquisition
completed in late 2002. Segment earnings in the third quarter of
2003 and 2002 were $1.4 million and $2.3 million,
respectively. Year-to-date HVAC segment earnings were
$3.2 million for 2003, compared to $3.7 million last
year. The decline in segment earnings in both the third quarter
and year-to-date 2003 periods is due, in part, to product and
geographic sales mix.

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, assets
or liabilities and certain amounts disclosed as contingent
assets or liabilities. There can be no assurance that actual
results will not differ from those estimates or assumptions. The
Corporations significant accounting policies are described
in Note 2 of the Notes to Consolidated Financial Statements
in the Corporations Annual Report on Form 10-K for
the fiscal period ended December 29, 2002. Management
believes the Corporations critical

20



---



##### Table of Contents







| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

21



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 September 28,
    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 nine months of 2003, the Corporations cash
and cash equivalents increased to $305.8 million at
September 28, 2003 from $178.0 million at
December 29, 2002. The increase reflects $32.7 million
of cash provided by operating activities, $29.2 million
provided by investing activities and $59.9 million provided
by financing activities.



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

Operating activities provided cash of $32.7 million during
the first nine months of 2003 as compared to $54.2 million
in the year-ago period. Cash provided by operations in 2003 was
primarily attributable to net earnings, a reduction in
inventories and $8.9 million of cash received from the
favorable settlement of a commercial lawsuit. Operating
activities for 2002 reflect the positive impact of
$65 million of cash tax refunds received which were offset
by a $20 million payment to settle a patent lawsuit and
$37 million of costs incurred for the manufacturing
consolidation and efficiency program.

22



---



##### Table of Contents





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

Investing activities provided cash of $29.2 million during
the first nine months of 2003 and used cash of
$65.8 million in same period last year. The Corporation
acquired $30.9 million of marketable securities during the
first nine months of 2003 as compared to $71.7 million
acquired in the year-ago period. The Corporation had proceeds
from matured marketable securities of $79.3 million during
2003 as compared to $24.3 million of proceeds for the same
period last year. As of September 28, 2003 and
December 29, 2002, the Corporation had marketable
securities of $22.0 million and $65.9 million,
respectively.

During the first nine months of 2003, the Corporation had
capital expenditures totaling $19.4 million compared to
$17.0 million for the same period last year. For the full
year 2003, capital expenditures are expected to approach
approximately $30 million, compared to approximately
$24 million in 2002.



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

Financing activities provided cash of $59.9 million during
the first nine months of 2003 and used cash of $9.3 million
in the same period last year. Of the total current debt at
December 29, 2002, $60 million of notes payable became
due and were paid in February 2003 from available cash
resources. In the second quarter 2003, the Corporation issued
$125 million of 7.25%, senior, unsecured notes due in June
2013. The proceeds from the issuance of these notes are
earmarked to repay $125 million of 8.25%, senior, unsecured
notes due in January 2004.



| |               
| | --------------
| | Capitalization

Since the beginning of 2003, management has taken a number of
steps to recapitalize the Corporation. These steps included the
issuance of $125 million of 7.25%, senior unsecured notes,
the completion of a $175 million committed revolving credit
facility, and the amendment of a Canadian committed revolving
credit facility.

In May 2003, the Corporation issued $125 million of senior,
unsecured notes. The notes were issued at par and bear interest
at 7.25%. The notes mature on June 1, 2013 with a first
interest payment on December 1, 2003. Net proceeds from the
sale are earmarked to repay existing $125 million 8.25%
senior, unsecured notes due in January 2004.

In June 2003, the Corporation entered into a $175 million
committed revolving credit facility with a bank group which is
secured by, among other things, accounts receivable, inventory
and equipment located in the United States. The availability
under the facility is $131.6 million, net of
$38.3 million of outstanding letters of credit. The credit
facility matures in June 2006. There were no borrowings
outstanding under the new facility as of September 28,
2003. The Corporation has the option, at the time of drawing
funds under the facility, 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 facility
contains, among other things, conditions precedent for
borrowing; covenants restricting investments, liens, additional
debt, dispositions of collateral, and the payment of dividends;
financial covenants regarding minimum liquidity and capital
expenditures; and standard events of default such as covenant
default and cross-default.

Outstanding letters of credit, or similar financial instruments
which reduce the amount available under the credit facilities
amounted to approximately $38.3 million at
September 28, 2003. At times, the Corporation is required,
under certain contracts, to provide letters of credit

23



---



##### Table of Contents





During the third quarter 2003, the Corporation amended a
committed revolving credit facility with a Canadian bank to
increase the borrowing capacity to CAD$45 million. The
Corporation also extended the term of the credit facility from
March 2004 to September 2006. The Corporation had availability
as of September 28, 2003 of approximately
CAD$45 million (approximately US$33 million as of
September 28, 2003). This facility is secured by inventory
and accounts receivable located in Canada. This facility matures
in September 2006. There were no borrowings outstanding
under this facility as of September 28, 2003.

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 by either
rating agency could adversely affect the Corporations
ability to renew existing, or obtain access to new, credit
facilities in the future and could increase the cost of such
facilities.

The Corporations current aggregate availability of funds
under its credit facilities is approximately
$164.8 million, net of $38.3 million of outstanding
letters of credit. Availability under the revolving credit
facilities increases or decreases with fluctuations in the value
of the underlying collateral and is subject to the satisfaction
of various covenants and conditions to borrowing. These are back
up facilities which the Corporation currently does not expect to
utilize in the foreseeable future.

The Corporation had the following senior debt securities
outstanding as of September 28, 2003:

|              |  |        |               |               |  |                  |       |               |  |  |                          |  |  |  |               | 
|------------- |  | ------ | ------------- | ------------- |  | ---------------- | ----- | ------------- |  |  | ------------------------ |  |  |  | ------------- | 
|Date          |  | Amount |               | Interest Rate |  | Interest Payable |       | Maturity Date
|              |  |        |               |               |  |                  |       |              
|January 1992  |  |        | $125  million |               |  |                  | 8.25% |               |  |  | January 15 and July 15   |  |  |  | January 2004  | 
|January 1996  |  |        | $150  million |               |  |                  | 6.50% |               |  |  | January 15 and July 15   |  |  |  | January 2006  | 
|May 1998      |  |        | $115  million |               |  |                  | 6.63% |               |  |  | May 1 and November 1     |  |  |  | May 2008      | 
|February 1999 |  |        | $150  million |               |  |                  | 6.39% |               |  |  | March 1 and September  1 |  |  |  | February 2009 | 
|May 2003(a)   |  |        | $125  million |               |  |                  | 7.25% |               |  |  | June 1 and December 1    |  |  |  | June 2013     | 



---



|    |                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Corporation intends to use the proceeds of these senior debt
    securities to repay the senior debt securities due
    January 2004.

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
$325 million of senior unsecured debt securities, common
stock 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.



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

As of September 28, 2003, the Corporations working
capital (total current assets less total current liabilities)
was $428.7 million, up $20.9 million from
December 29, 2002. Working

24



---



##### Table of Contents





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 any cash dividends on the
Corporations common stock in the foreseeable future.
Future decisions concerning the payment of cash dividends on the
Corporations common stock will depend upon its results of
operations, financial condition, capital expenditure plans and
other factors that the Board of Directors may consider relevant.
The Corporations revolving credit agreements contain
provisions that could restrict, as a practical matter, the
Corporations ability to pay dividends during the term of
those agreements.

On October 13, 2003, the Corporations Board of
Directors unanimously voted to terminate the Shareholders Rights
Plan effective immediately. The rights will be redeemed at a
price of $0.005 per right, payable in cash to shareholders
of record on October 30, 2003.

2003 Outlook

Management expects year-over-year fourth quarter sales to be
relatively flat, while earnings from operations, as a percentage
of sales, should improve as the Corporation realizes continued
benefit from operational improvements. Strong cash performance
is also expected in the fourth quarter.




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;                                                                                                                                                 
|
| |  | 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

25



---



##### Table of Contents



| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 September 28, 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, except for interest rate risk discussed
below.

Interest Rate Risk

The Corporation is exposed to the impact of interest rate
changes and uses a combination of fixed and floating rate debt
to manage this exposure. The Corporation uses interest rate
swaps, at certain times, to manage the impact of benchmark
interest rate changes on the market value of its borrowings and
to lower the Corporations overall borrowing costs.

26



---



##### Table of Contents



During September 2002, the Corporation entered into three
interest rate swap agreements that effectively converted
$250 million of the Corporations notes payable, with
approximately one-third maturing in each of the years 2006,
2008, and 2009, from fixed interest rates to floating interest
rates based on a six-month average of LIBOR plus the applicable
spread. As of December 29, 2002, the Corporations
fixed-to-floating ratio was 60/40. After the repayment of
$60 million notes payable, and issuance of
$125 million of senior, unsecured notes, this ratio was
63/37 at September 28, 2003.

In addition in June 2003, the Corporation replaced one of the
three interest rate swap agreements in a notional amount of
$83.3 million relating to the debt securities maturing in
2006 with new interest rate swap agreements for the same
notional amount maturing primarily in 2013 (the term of the $125
senior, unsecured notes due June 2013). The approximately
$3 million received by the Corporation from closing its
previous position will reduce the future effective interest rate
of the underlying debt instrument. The new interest rate swap
agreements effectively converted $83.3 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 amount to be paid or received under the interest
rate swap agreements is recorded as a component of net interest
expense.

The following table provides information regarding the interest
rate swap agreements as of September 28, 2003:

|               |        |               |  |                   |  |                     |       |                     |  |  |       |  |  |  |       | 
|-------------- | ------ | ------------- |  | ----------------- |  | ------------------- | ----- | ------------------- |  |  | ----- |  |  |  | ----- | 
|               |        |               |  |                   |  | Weighted Average    |       | Weighted Average   
|               |        |               |  |                   |  | Variable Rates Paid |       | Variable Rates Paid
|Notional       |        | Expected      |  | Fixed Rates       |  | During 3rd Quarter  |       | During First Nine  
|Amount         |        | Maturity Date |  | Received          |  | 2003                |       | Months of 2003     
|               |        |               |  |                   |  |                     |       |                    
|(In Thousands) |        |               |  |                   |  |                     |       |                    
|$              | 83,333 |               |  | May 7, 2008       |  |                     | 6.63% |                     |  |  | 4.00% |  |  |  | 4.06% | 
|               | 83,333 |               |  | February 10, 2009 |  |                     | 6.39% |                     |  |  | 3.55% |  |  |  | 3.61% | 
|               | 2,083  |               |  | February 10, 2009 |  |                     | 6.39% |                     |  |  | 4.41% |  |  |  | 4.47% | 
|               | 81,250 |               |  | June 1, 2013      |  |                     | 7.25% |                     |  |  | 4.30% |  |  |  | 4.36% | 






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this Report, the
Corporation carried out an evaluation, under the supervision and
with the participation of the Corporations Disclosure
Committee and senior management, including T. Kevin Dunnigan,
the Corporations Chief Executive Officer and John P.
Murphy, the Corporations Chief Financial Officer, of the
effectiveness of the design and operation of the
Corporations disclosure controls and procedures pursuant
to Exchange Act Rules 13a-15(e) or 15d-15(e). Based upon
that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Corporations
disclosure controls and procedures are effective in timely
alerting them to material information relating to the
Corporation (including its consolidated subsidiaries) required
to be included in the Corporations periodic SEC filings.




PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

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

27



---



##### Table of Contents








|        |                  
|------- | -----------------
|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:

|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                            
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|31.2 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.

(b) Reports on Form 8-K

On July 22, 2003, the Corporation filed a Current Report on
Form 8-K, Items 7 and 9, commenting on its financial
results for the fiscal quarter ended June 29, 2003.

On September 18, 2003, the Corporation filed a Current
Report on Form 8-K, Item 8 announcing a change in its
fiscal year.

28



---



##### 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: November 4, 2003

29



---



##### Table of Contents






EXHIBIT INDEX

|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                            
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|31.2 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                  
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.

30