##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended March 31,
    2002.                                              
|          
|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) 252-8000

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

|                             |  |                    |            | 
|---------------------------- |  | ------------------ | ---------- | 
|                             |  | Outstanding Shares
|Title of Each Class          |  | at May 10, 2002   
|                             |  |                   
|Common Stock, $.10 par value |  |                    | 58,294,552 | 



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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                     
|                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                 
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                           
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|                                                   |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II. OTHER INFORMATION                        
|                                                   | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                                   | ITEM 5. OTHER INFORMATION                                                                    
|                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|EX-10.1 1st Amendment to Credit/Security Agreement
|EX-12 Computation of Ratio of Earnings to Charges 



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES

TABLE OF CONTENTS

|                              |  |                                                                                                                   |  |      |    | 
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                              |  |                                                                                                                   |  | Page
|                              |  |                                                                                                                   |  |     
|PART I. FINANCIAL INFORMATION |  |                                                                                                                   |  |     
|ITEM 1.                       |  | Financial Statements:                                                                                             |  |      |    | 
|                              |  | Condensed Consolidated Statements of
    Operations for the Quarters Ended
    March 31,   2002 and April 1, 2001 |  |      | 2  | 
|                              |  | Condensed Consolidated Balance Sheets
    as of March 31, 2002 and December 30, 2001                              |  |      | 3  | 
|                              |  | Condensed Consolidated Statements of
    Cash Flows for the Quarters Ended
    March 31,   2002 and April 1, 2001 |  |      | 4  | 
|                              |  | Notes to Condensed Consolidated
    Financial Statements                                                          |  |      | 5  | 
|ITEM 2.                       |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                         |  |      | 13 | 
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About
    Market Risk                                                    |  |      | 20 | 
|PART II. OTHER INFORMATION    |  |                                                                                                                   |  |     
|ITEM 1.                       |  | Legal Proceedings                                                                                                 |  |      | 20 | 
|ITEM 5.                       |  | Other Information                                                                                                 |  |      | 20 | 
|ITEM 6.                       |  | Exhibits and Reports on Form 8-K                                                                                  |  |      | 20 | 

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1.     FINANCIAL
STATEMENTS

THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(In thousands, except per share
data)


(Unaudited)


|                                     |                                 |               |         |          |   |   |         |        |  
|------------------------------------ | ------------------------------- | ------------- | ------- | -------- | - | - | ------- | ------ | -
|                                     |                                 |              
|                                     |                                 | Quarter Ended
|                                     |                                 |              
|                                     |                                 | March 31,     |         | April 1,
|                                     |                                 | 2002          |         | 2001    
|                                     |                                 |               |         |         
|Net sales                            |                                 | $             | 342,051 |          |   | $ | 396,948 |       
|Cost of sales                        |                                 |               | 258,272 |          |   |   | 305,063 |       
|                                     |                                 |               |         |          |   |   |         |       
|                                     | Gross margin                    |               |         | 83,779   |   |   |         | 91,885 |  
|Selling, general and administrative  |                                 |               | 72,596  |          |   |   | 93,030  |       
|Provision  restructured operations  |                                 |               | 1,265   |          |   |   |        |       
|                                     |                                 |               |         |          |   |   |         |       
|                                     | Earnings (loss) from operations |               |         | 9,918    |   |   |         | (1,145 | )
|Income from unconsolidated companies |                                 |               | 702     |          |   |   | 3,434   |       
|Interest expense-net                 |                                 |               | (10,899 | )        |   |   | (9,969  | )     
|Other (expense) income-net           |                                 |               | (759    | )        |   |   | 483     |       
|                                     |                                 |               |         |          |   |   |         |       
|                                     | Loss before income taxes        |               |         | (1,038   | ) |   |         | (7,197 | )
|Income tax provision (benefit)       |                                 |               | 10,609  |          |   |   | (2,231  | )     
|                                     |                                 |               |         |          |   |   |         |       
|                                     | Net loss                        |               | $       | (11,647  | ) |   | $       | (4,966 | )
|                                     |                                 |               |         |          |   |   |         |       
|Loss per common share:               |                                 |               |         |          |   |   |         |       
|                                     | Basic                           |               | $       | (0.20    | ) |   | $       | (0.09  | )
|                                     | Diluted                         |               | $       | (0.20    | ) |   | $       | (0.09  | )
|Average shares outstanding:          |                                 |               |         |          |   |   |         |       
|                                     | Basic                           |               |         | 58,221   |   |   |         | 58,039 |  
|                                     | Diluted                         |               |         | 58,221   |   |   |         | 58,039 |  

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

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE
SHEETS


(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |         |   |           |          |         | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------- | - | --------- | -------- | ------- | 
|                                           |                                        | March 31,       |           | December 30,
|                                           |                                        | 2002            |           | 2001        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |         |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 185,941      |         |   | $         | 234,843  |        
|                                           | Marketable securities                  |                 |           | 6,364        |         |   |           | 6,982    |        
|                                           | Receivables  net                      |                 |           | 188,665      |         |   |           | 188,160  |        
|                                           | Inventories:                           |                 |           |              |         |   |           |          |        
|                                           |                                        | Finished goods  |           |              | 106,542 |   |           |          | 103,450 | 
|                                           |                                        | Work-in-process |           |              | 22,836  |   |           |          | 23,839  | 
|                                           |                                        | Raw materials   |           |              | 64,149  |   |           |          | 64,790  | 
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Total inventories                      |                 |           | 193,527      |         |   |           | 192,079  |        
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Deferred income taxes                  |                 |           | 75,702       |         |   |           | 79,821   |        
|                                           | Income tax receivables                 |                 |           | 61,603       |         |   |           | 5,779    |        
|                                           | Prepaid expenses                       |                 |           | 13,961       |         |   |           | 13,222   |        
|                                           | Assets held for sale                   |                 |           | 47,725       |         |   |           | 49,417   |        
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Assets                       |                                        |                 | 773,488   |              |         |   | 770,303   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Property, plant and equipment              |                                        |                 | 686,248   |              |         |   | 690,319   |         
|                                           | Less accumulated depreciation          |                 |           | (386,488     | )       |   |           | (381,239 | )      
|                                           |                                        |                 |           |              |         |   |           |         
|Net property, plant and equipment          |                                        |                 | 299,760   |              |         |   | 309,080   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Goodwill  net                             |                                        |                 | 473,656   |              |         |   | 473,871   |         
|Investments in unconsolidated companies    |                                        |                 | 122,426   |              |         |   | 121,735   |         
|Deferred income taxes                      |                                        |                 |          |              |         |   | 50,148    |         
|Other assets                               |                                        |                 | 34,971    |              |         |   | 36,473    |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Assets                               |                                        | $               | 1,704,301 |              |         | $ | 1,761,610 |         
|                                           |                                        |                 |           |              |         |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |         |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 107,885      |         |   | $         | 54,002   |        
|                                           | Accounts payable                       |                 |           | 117,611      |         |   |           | 120,688  |        
|                                           | Accrued liabilities                    |                 |           | 131,234      |         |   |           | 176,959  |        
|                                           | Income taxes payable                   |                 |           | 4,263        |         |   |           | 4,060    |        
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Liabilities                  |                                        |                 | 360,993   |              |         |   | 355,709   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |         |   |           |         
|                                           | Long-term debt                         |                 |           | 557,964      |         |   |           | 618,035  |        
|                                           | Other long-term liabilities            |                 |           | 105,052      |         |   |           | 104,581  |        
|                                           | Deferred income taxes                  |                 |           | 8,477        |         |   |           |         |        
|                                          
|Shareholders Equity                       |                                        |                 |           |              |         |   |           |         
|                                           | Common stock                           |                 |           | 5,828        |         |   |           | 5,816    |        
|                                           | Additional paid-in capital             |                 |           | 342,626      |         |   |           | 340,265  |        
|                                           | Retained earnings                      |                 |           | 435,556      |         |   |           | 447,202  |        
|                                           | Unearned compensation-restricted stock |                 |           | (4,655       | )       |   |           | (2,831   | )      
|                                           | Accumulated other comprehensive income |                 |           | (107,540     | )       |   |           | (107,167 | )      
|                                           |                                        |                 |           |              |         |   |           |         
|Total Shareholders Equity                 |                                        |                 | 671,815   |              |         |   | 683,285   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,704,301 |              |         | $ | 1,761,610 |         
|                                           |                                        |                 |           |              |         |   |           |         

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

3



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THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


(Unaudited)


|                                                        |                                                                       |                                   |         |          |         |   |         |         |         |  
|------------------------------------------------------- | --------------------------------------------------------------------- | --------------------------------- | ------- | -------- | ------- | - | ------- | ------- | ------- | -
|                                                        |                                                                       |                                  
|                                                        |                                                                       | Quarter Ended                    
|                                                        |                                                                       |                                  
|                                                        |                                                                       | March 31,                         |         | April 1,
|                                                        |                                                                       | 2002                              |         | 2001    
|                                                        |                                                                       |                                   |         |         
|Cash Flows from Operating Activities:                   |                                                                       |                                   |         |          |         |   |         |        
|Net loss                                                |                                                                       | $                                 | (11,647 | )        |         | $ | (4,966  | )      
|Adjustments:                                            |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Depreciation and amortization                                         |                                   |         | 13,684   |         |   |         | 20,574  |        
|                                                        | Provision  restructured operations                                   |                                   |         | 1,265    |         |   |         |        |        
|                                                        | Undistributed earnings from unconsolidated
    companies              |                                   |         | (702     | )       |   |         | (3,434  | )      
|                                                        | Mark-to-market adjustment for derivative
    instruments              |                                   |         | (917     | )       |   |         | 475     |        
|                                                        | Gain on sale of property, plant and equipment                         |                                   |         |         |         |   |         | 98      |        
|                                                        | Deferred income taxes                                                 |                                   |         | 62,760   |         |   |         | 11,118  |        
|                                                        | Changes in operating assets and
    liabilities  net:                |                                   |         |          |         |   |         |         |        
|                                                        |                                                                       | Receivables                       |         |          | (473    | ) |         |         | 37,868  |  
|                                                        |                                                                       | Inventories                       |         |          | 1,069   |   |         |         | (4,376  | )
|                                                        |                                                                       | Accounts payable                  |         |          | (3,160  | ) |         |         | 2,933   |  
|                                                        |                                                                       | Accrued liabilities               |         |          | (26,036 | ) |         |         | (27,245 | )
|                                                        |                                                                       | Accrued litigation                |         |          | (20,000 | ) |         |         |        |  
|                                                        |                                                                       | Income taxes payable (receivable) |         |          | (55,608 | ) |         |         | (23,480 | )
|                                                        |                                                                       | Other                             |         |          | 113     |   |         |         | (6,249  | )
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Net cash provided by (used in) operating
    activities |                                                                       |                                   | (39,652 | )        |         |   | 3,316   |        
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Cash Flows from Investing Activities:                   |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Purchases of property, plant and equipment                            |                                   |         | (3,772   | )       |   |         | (9,711  | )      
|                                                        | Proceeds from divestitures of businesses                              |                                   |         |         |         |   |         | 6,000   |        
|                                                        | Proceeds from matured marketable securities                           |                                   |         | 557      |         |   |         | 319     |        
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Net cash used in investing activities                   |                                                                       |                                   | (3,215  | )        |         |   | (3,392  | )      
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Cash Flows from Financing Activities:                   |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Decrease in borrowings with original maturities
    less than 90 days |                                   |         |         |         |   |         | (15,996 | )      
|                                                        | Repayment of long-term debt and other borrowings                      |                                   |         | (6,056   | )       |   |         | (580    | )      
|                                                        | Stock options exercised                                               |                                   |         | 4        |         |   |         |        |        
|                                                        | Cash dividends paid                                                   |                                   |         |         |         |   |         | (16,214 | )      
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Net cash used in financing activities                   |                                                                       |                                   | (6,052  | )        |         |   | (32,790 | )      
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|Effect of exchange-rate changes on cash                 |                                                                       |                                   | 17      |          |         |   | (1,506  | )      
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Net decrease in cash and cash equivalents                             |                                   |         | (48,902  | )       |   |         | (34,372 | )      
|                                                        | Cash and cash equivalents  beginning
    of period                   |                                   |         | 234,843  |         |   |         | 207,331 |        
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Cash and cash equivalents  end of
    period                         |                                   | $       | 185,941  |         |   | $       | 172,959 |        
|                                                        |                                                                       |                                   |         |          |         |   |         |        
|                                                        | Cash payments for interest                                            |                                   | $       | 18,080   |         |   | $       | 18,725  |        
|                                                        | Cash payments for income taxes                                        |                                   | $       | 3,486    |         |   | $       | 10,491  |        

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

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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)


1.     Basis of
Presentation

In the opinion of management, the accompanying
condensed consolidated financial statements contain all
adjustments necessary for the fair presentation of the financial
position as of March 31, 2002 and December 30, 2001
and the results of operations and cash flows for the periods
ended March 31, 2002 and April 1, 2001.

Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles 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 30, 2001. The results of
operations for the periods ended March 31, 2002 and
April 1, 2001 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 (See
Note 12).

2.     Recently
Issued Accounting Standards

In June 2001, the FASB issued SFAS No. 141,
Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS
No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase
method. SFAS No. 142 establishes new guidelines for
accounting for goodwill and other intangible assets. In
accordance with SFAS No. 142, goodwill associated with
acquisitions consummated after June 30, 2001 and intangible
assets with indefinite lives are not amortized, but must be
tested for impairment at least annually. The impact of adopting
SFAS No. 141 was not material and the Corporation has not
determined the impact from the adoption of
SFAS No. 142. See Note 4 for transitional
disclosures related to SFAS No. 142.

In July 2001, FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. SFAS
No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in
which it is incurred and a corresponding increase in the
carrying amount of the related long-lived asset. SFAS
No. 143 is effective for fiscal years beginning after
June 15, 2002. The impact of adopting SFAS No. 143 is
not expected to be material.

In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 144 broadens the
presentation of discontinued operations to include more
transactions and eliminates the need to accrue for future
operating losses. Additionally, SFAS No. 144 prohibits the
retroactive classification of assets as held for sale and
requires revisions to the depreciable lives of long-lived assets
to be abandoned. SFAS No. 144 was effective
December 31, 2001 for the Corporation. The impact of
adopting SFAS No. 144 was not material. Prior to the
December 31, 2001 adoption of SFAS No. 144, the
Corporation had assets held for sale that under transitional
provisions of that pronouncement will continue to be accounted
for in accordance with SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of. Under such provisions, depreciation on
assets held for sale was discontinued as of December 30,
2001.

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


3.     Property,
Plant and Equipment

Property, plant and equipment is composed of the
following:

|                              |                          |                |          |              |  |   |          |         | 
|----------------------------- | ------------------------ | -------------- | -------- | ------------ |  | - | -------- | ------- | 
|                              |                          | March 31,      |          | December 30,
|                              |                          | 2002           |          | 2001        
|                              |                          |                |          |             
|                              |                          |               
|                              |                          | (In thousands)
|Property, plant and equipment |                          |                |          |              |  |   |          |        
|                              | Land                     |                | $        | 14,165       |  |   | $        | 14,136  | 
|                              | Buildings                |                |          | 154,361      |  |   |          | 154,367 | 
|                              | Machinery and equipment  |                |          | 501,144      |  |   |          | 503,652 | 
|                              | Construction-in-progress |                |          | 16,578       |  |   |          | 18,164  | 
|                              |                          |                |          |              |  |   |          |        
|                              |                          |                | 686,248  |              |  |   | 690,319  |        
|Less accumulated depreciation |                          |                | (386,488 | )            |  |   | (381,239 | )      
|                              |                          |                |          |              |  |   |          |        
|                              |                          | $              | 299,760  |              |  | $ | 309,080  |        
|                              |                          |                |          |              |  |   |          |        

4.     Goodwill and
Other Intangible Assets (SFAS No. 142 Transitional
Disclosures)

The following are SFAS No. 142 transitional
disclosures which present the net loss and related per share
amounts in the prior year if amortization of goodwill had not
been recorded. As of March 31, 2002, the Corporation has
$0.9 million of other intangible assets, net of accumulated
amortization, which it is continuing to amortize.

|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |        |  
|------------------------------------- | --------------------------------- | ------------- | ------- | ------------- | - | ------------ | ------ | ----------- | - | - | ----- | ----- |  | - | ------ | ------ | -
|                                      |                                   |              
|                                      |                                   | Quarter Ended
|                                      |                                   |              
|                                      |                                   | March 31,     |         |              
|                                      |                                   | 2002          |         | April 1, 2001
|(In thousands, except per share data) |                                   |               |         |              
|                                      |                                   |               |         |               |   | Add Back     |        |            
|                                      |                                   |               |         |               |   | Goodwill     |        |            
|                                      |                                   |               |         | As Reported   |   | Amortization |        | As Adjusted
|                                      |                                   |               |         |               |   |              |        |            
|Loss before income taxes              |                                   | $             | (1,038  | )             |   | $            | (7,197 | )           |   | $ | 3,550 |       |  | $ | (3,647 | )     
|                                      | Income tax provision (benefit)    |               |         | 10,609        |   |              |        | (2,231      | ) |   |       | 23    |  |   |        | (2,208 | )
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|Net loss                              |                                   | $             | (11,647 | )             |   | $            | (4,966 | )           |   | $ | 3,527 |       |  | $ | (1,439 | )     
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|Loss per common share:                |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|                                      | Basic                             |               | $       | (0.20         | ) |              | $      | (0.09       | ) |   | $     | 0.06  |  |   | $      | (0.03  | )
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|                                      | Diluted                           |               | $       | (0.20         | ) |              | $      | (0.09       | ) |   | $     | 0.06  |  |   | $      | (0.03  | )
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|                                     
|Segment Earnings:                     |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|                                      | Electrical                        |               | $       | 2,677         |   |              | $      | 909         |   |   | $     | 2,669 |  |   | $      | 3,578  |  
|                                      | Steel Structures                  |               |         | 3,908         |   |              |        | 3,542       |   |   |       | 513   |  |   |        | 4,055  |  
|                                      | Communications                    |               |         | 4,087         |   |              |        | (3,139      | ) |   |       | 12    |  |   |        | (3,127 | )
|                                      | HVAC                              |               |         | 1,213         |   |              |        | 977         |   |   |       | 356   |  |   |        | 1,333  |  
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|                                      | Total reportable segment earnings |               |         | 11,885        |   |              |        | 2,289       |   |   |       | 3,550 |  |   |        | 5,839  |  
|                                     
|Provision  restructured operations   |                                   |               | (1,265  | )             |   |              |       |             |   |   |      |       |  |   |       |       
|Interest expense  net                |                                   |               | (10,899 | )             |   |              | (9,969 | )           |   |   |      |       |  |   | (9,969 | )     
|Other (expense) income  net          |                                   |               | (759    | )             |   |              | 483    |             |   |   |      |       |  |   | 483    |       
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       
|Loss before income taxes              |                                   | $             | (1,038  | )             |   | $            | (7,197 | )           |   | $ | 3,550 |       |  | $ | (3,647 | )     
|                                      |                                   |               |         |               |   |              |        |             |   |   |       |       |  |   |        |       

6



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


5.     Restructuring

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

The manufacturing initiatives have 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.

Pre-tax charges associated with the project are
expected to total approximately $80 to $90 million. As
indicated below, the Corporation recorded $49.1 million in
pre-tax charges in the fourth quarter 2001 and
$12.3 million in the first quarter 2002. The balance of the
pre-tax charges is expected to be recorded over the remainder of
2002. The components of the 2001 and 2002 pre-tax charges
related to this program are as follows:

|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |        | 
|------------------------------------------------------------ | --------------------------------------- | ----------- | ------ | ----------- |  | ----- | ------ | ------ |  | - | ------ | ------ | 
|                                                             |                                         | 4th Quarter |        | 1st Quarter |  |      
|                                                             |                                         | 2001        |        | 2002        |  | Total
|(In thousands)                                               |                                         |             |        |             |  |      
|Certain costs excluded from Electrical segment
    earnings: |                                         |             |        |             |  |       |        |        |  |   |        |       
|                                                             | Impairment charges on long-lived assets |             | $      | 30,041      |  |       | $      |       |  |   | $      | 30,041 | 
|                                                             | Provision  restructured operations     |             |        | 11,666      |  |       |        | 1,265  |  |   |        | 12,931 | 
|                                                             | Cost of sales                           |             |        | 3,047       |  |       |        |       |  |   |        | 3,047  | 
|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |       
|Total excluded from Electrical segment earnings              |                                         |             | 44,754 |             |  |       | 1,265  |        |  |   | 46,019 |       
|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |       
|Certain costs reflected in Electrical segment
    earnings:  |                                         |             |        |             |  |       |        |        |  |   |        |       
|                                                             | Cost of sales                           |             |        | 4,321       |  |       |        | 11,024 |  |   |        | 15,345 | 
|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |       
|Total reflected in Electrical segment earnings               |                                         |             | 4,321  |             |  |       | 11,024 |        |  |   | 15,345 |       
|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |       
|Total manufacturing plan costs                               |                                         | $           | 49,075 |             |  | $     | 12,289 |        |  | $ | 61,364 |       
|                                                             |                                         |             |        |             |  |       |        |        |  |   |        |       

The following table summarizes the 2002 and 2001
restructuring provisions and activity:

|                                     |  |           |        |           |  |          |       |            |  |   |        |   |  |   |        | 
|------------------------------------ |  | --------- | ------ | --------- |  | -------- | ----- | ---------- |  | - | ------ | - |  | - | ------ | 
|                                     |  | Original  |        |           |  |          |       | Balance at
|                                     |  | 2001      |        | 2002      |  | 2002     |       | March 31, 
|                                     |  | Provision |        | Provision |  | Payments |       | 2002      
|(In thousands)                       |  |           |        |           |  |          |       |           
|Severance and employee-related costs |  | $         | 4,856  |           |  | $        | 1,219 |            |  | $ | (2,001 | ) |  | $ | 4,074  | 
|Idle facility charges                |  |           | 4,561  |           |  |          |      |            |  |   | (112   | ) |  |   | 4,449  | 
|Other facility exit costs            |  |           | 2,249  |           |  |          | 46    |            |  |   | (274   | ) |  |   | 2,021  | 
|                                     |  |           |        |           |  |          |       |            |  |   |        |   |  |   |        | 
|                                     |  | $         | 11,666 |           |  | $        | 1,265 |            |  | $ | (2,387 | ) |  | $ | 10,544 | 
|                                     |  |           |        |           |  |          |       |            |  |   |        |   |  |   |        | 

6.     Basic and
Fully Diluted Earnings Per Share

Basic earnings per share are computed by dividing
net earnings (loss) by the weighted-average number of shares of
common stock outstanding during the year. Diluted earnings per
share are computed by dividing net earnings (loss) by the sum of
(1) the weighted-average number of shares of common stock
outstanding during the period and (2) the dilutive effect
of the assumed exercise of stock options using the treasury
stock method.

7



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


Due to the net losses in 2002 and 2001, the
assumed net exercise of stock options in those periods was
excluded, as the effect would have been anti-dilutive.

7.     Income
Taxes

In the first quarter 2002, the Corporation
elected to take advantage of recent 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 will
receive a cash tax refund of approximately $55 million, of
which $46 million was received in April 2002. In the first
quarter 2002, this decision resulted in an $11.0 million
net tax charge composed of a $22.9 million tax charge from
converting certain foreign tax credits into foreign tax
deductions and an $11.9 million tax benefit from releasing
a federal valuation allowance as of December 30, 2001 on
deferred tax assets associated with minimum pension liabilities.
As a result of these events, long-term deferred income tax
assets as of December 30, 2001, that were classified as a
long-term asset Deferred income taxes in the
accompanying balance sheet as of that date, have been
reclassified to income tax receivables as of March 31, 2002.

Realization of the deferred tax assets is
dependent upon the Corporations ability to generate
sufficient future taxable income and, if necessary, execution of
its tax planning strategies. Management believes that it is
more-likely-than-not that future taxable income and tax planning
strategies, based on tax laws in effect as of March 31,
2002, will be sufficient to realize the recorded deferred tax
assets, net of existing valuation allowances at March 31,
2002. 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 valuation allowances 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.

8.     Comprehensive
Income (Loss)

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

|                                         |  |               |         |          |  |   |         |  
|---------------------------------------- |  | ------------- | ------- | -------- |  | - | ------- | -
|                                         |  |              
|                                         |  | Quarter Ended
|                                         |  |              
|                                         |  | March 31,     |         | April 1,
|                                         |  | 2002          |         | 2001    
|(In thousands)                           |  |               |         |         
|Net loss                                 |  | $             | (11,647 | )        |  | $ | (4,966  | )
|Foreign currency translation adjustments |  |               | (333    | )        |  |   | (13,827 | )
|Unrealized losses on securities          |  |               | (40     | )        |  |   | (7      | )
|                                         |  |               |         |          |  |   |         |  
|Comprehensive income (loss)              |  | $             | (12,020 | )        |  | $ | (18,800 | )
|                                         |  |               |         |          |  |   |         |  

8



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


9.     Derivative
Instruments

At times, the Corporation utilizes forward
foreign exchange contracts for the sale or purchase of certain
foreign currencies. In addition, the Corporation is exposed to
risk from fluctuating prices for certain commodities used to
manufacture its products, primarily: copper, zinc and aluminum.
At times, some of that risk is hedged through the use of futures
contracts that fix the price the Corporation will pay for the
commodity. These derivative instruments have not been designated
as hedging instruments and do not qualify for hedge accounting
treatment under the provisions of SFAS No. 133 and SFAS
No. 138.

As of March 31, 2002 and December 30,
2001, the Corporation had outstanding commodities futures
contracts of $8.1 million and $11.5 million,
respectively. The Corporation had no outstanding forward foreign
exchange contracts as of March 31, 2002 and
December 30, 2001. Mark-to-market gains and losses for
commodities futures are recorded in cost of sales. The impact of
commodities futures in the statement of operations for the
quarter ended March 31, 2002 was a gain of
$0.9 million. The impact of commodities futures and forward
foreign exchange contracts in the statement of operations for
the quarter ended April 1, 2001 was a loss
$0.8 million and a gain of $0.3 million, respectively.

10.     Debt

The Corporations long-term debt at
March 31, 2002 and December 30, 2001 was:

|                         |  |           |         |              |  |   |         | 
|------------------------ |  | --------- | ------- | ------------ |  | - | ------- | 
|                         |  | March 31, |         | December 30,
|                         |  | 2002      |         | 2001        
|(In thousands)           |  |           |         |             
|Notes payable            |  | $         | 605,057 |              |  | $ | 605,110 | 
|Non-U.S. borrowings      |  |           | 49,586  |              |  |   | 49,776  | 
|Industrial revenue bonds |  |           | 7,055   |              |  |   | 11,155  | 
|Other                    |  |           | 4,151   |              |  |   | 5,996   | 
|                         |  |           |         |              |  |   |         | 
|                         |  |           | 665,849 |              |  |   | 672,037 | 
|Less current portion     |  |           | 107,885 |              |  |   | 54,002  | 
|                         |  |           |         |              |  |   |         | 
|Long-term debt           |  | $         | 557,964 |              |  | $ | 618,035 | 
|                         |  |           |         |              |  |   |         | 

11.     Segment
Disclosures

The Corporation has four reportable segments:
Electrical, Steel Structures, Communications and HVAC. The
Electrical segment manufactures and sells a broad package of
electrical connectors, components and accessories consisting
primarily of fasteners, connectors, fittings, metal framing,
boxes and covers for use in industrial, commercial, residential
and utility construction, renovation and maintenance
applications. The Steel Structures segment includes steel
transmission poles and towers used for utility, cellular,
lighting and municipal applications. The Communications segment
produces and sells a package of drop-line hardware, connectors,
fasteners, grounding materials, and various components for use
in cable television, telecommunications and data communications
applications. The HVAC segment includes heating and ventilation
products for commercial and industrial applications.

9



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


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

|                                    |                                   |               |         |          |  |   |        |         |  
|----------------------------------- | --------------------------------- | ------------- | ------- | -------- |  | - | ------ | ------- | -
|                                    |                                   |              
|                                    |                                   | Quarter Ended
|                                    |                                   |              
|                                    |                                   | March 31,     |         | April 1,
|                                    |                                   | 2002          |         | 2001    
|(In thousands)                      |                                   |               |         |         
|Net sales:                          |                                   |               |         |          |  |   |        |        
|                                    | Electrical                        |               | $       | 256,526  |  |   | $      | 309,640 |  
|                                    | Steel Structures                  |               |         | 35,125   |  |   |        | 33,392  |  
|                                    | Communications                    |               |         | 29,337   |  |   |        | 28,340  |  
|                                    | HVAC                              |               |         | 21,063   |  |   |        | 25,576  |  
|                                    |                                   |               |         |          |  |   |        |        
|                                    | Total net sales                   |               | $       | 342,051  |  |   | $      | 396,948 |  
|                                    |                                   |               |         |          |  |   |        |        
|Segment earnings (loss):            |                                   |               |         |          |  |   |        |        
|                                    | Electrical                        |               | $       | 2,677    |  |   | $      | 909     |  
|                                    | Steel Structures                  |               |         | 3,908    |  |   |        | 3,542   |  
|                                    | Communications                    |               |         | 4,087    |  |   |        | (3,139  | )
|                                    | HVAC                              |               |         | 1,213    |  |   |        | 977     |  
|                                    |                                   |               |         |          |  |   |        |        
|                                    | Total reportable segment earnings |               |         | 11,885   |  |   |        | 2,289   |  
|                                   
|Provision  restructured operations |                                   |               | (1,265  | )        |  |   |       |        
|Interest expense  net              |                                   |               | (10,899 | )        |  |   | (9,969 | )      
|Other (expense) income  net        |                                   |               | (759    | )        |  |   | 483    |        
|                                    |                                   |               |         |          |  |   |        |        
|Loss before income taxes            |                                   | $             | (1,038  | )        |  | $ | (7,197 | )      
|                                    |                                   |               |         |          |  |   |        |        

10



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


12.     Reclassifications

To conform to current year presentation, research
and development costs have been reclassified to cost of sales
and amortization of intangibles has been reclassified to
selling, general and administrative in the prior year condensed
consolidated statement of operations. The table below reflects
these reclassifications.

|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |         |      |  
|------------------------------------------------- | --------------------- | ----------------------------- | ------- | ----------- | ---- | ----------- | ------- | ----------- | ---- | ---------- | ------- | ------ | ---- | - | -------- | ------ | ---- | - | --------- | ------- | ---- | -
|                                                  |                       |                              
|                                                  |                       | 2001                         
|                                                  |                       |                              
|                                                  |                       | 1st Quarter                   |         | 2nd Quarter |      | 3rd Quarter |         | 4th Quarter |      | Total Year
|                                                  |                       |                               |         |             |      |             |         |             |      |           
|                                                  |                       |                              
|                                                  |                       | (In thousands)               
|Net sales                                         |                       | $                             | 396,948 |             |      | $           | 385,444 |             |      | $          | 373,186 |        |      | $ | 341,913  |        |      | $ | 1,497,491 |        
|Cost of sales                                     |                       |                               | 305,063 |             |      |             | 292,112 |             |      |            | 288,738 |        |      |   | 293,851  |        |      |   | 1,179,764 |        
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        
|                                                  | Gross margin          |                               |         | 91,885      |      |             |         | 93,332      |      |            |         | 84,448 |      |   |          | 48,062 |      |   |           | 317,727 |     
|                                                  |                       | Gross margin  % of net sales |         |             | 23.1 | %           |         |             | 24.2 | %          |         |        | 22.6 | % |          |        | 14.1 | % |           |         | 21.2 | %
|Selling, general and administrative (SG&A)        |                       |                               | 93,030  |             |      |             | 88,577  |             |      |            | 85,600  |        |      |   | 73,840   |        |      |   | 341,047   |        
|                                                  | SG&A  % of net sales |                               |         | 23.4        | %    |             |         | 23.0        | %    |            |         | 22.9   | %    |   |          | 21.6   | %    |   |           | 22.8    | %   
|Impairment charges on long-lived assets           |                       |                               |        |             |      |             |        |             |      |            | 36,637  |        |      |   | 46,644   |        |      |   | 83,281    |        
|Provision  restructured operations               |                       |                               |        |             |      |             |        |             |      |            |        |        |      |   | 11,666   |        |      |   | 11,666    |        
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        
|Earnings (loss) from operations                   |                       |                               | (1,145  | )           |      |             | 4,755   |             |      |            | (37,789 | )      |      |   | (84,088  | )      |      |   | (118,267  | )      
|Income from unconsolidated companies              |                       |                               | 3,434   |             |      |             | 245     |             |      |            | (1,542  | )      |      |   | 62       |        |      |   | 2,199     |        
|Interest expense  net                            |                       |                               | (9,969  | )           |      |             | (10,529 | )           |      |            | (11,355 | )      |      |   | (10,047  | )      |      |   | (41,900   | )      
|Other (expense) income  net                      |                       |                               | 483     |             |      |             | (2,246  | )           |      |            | (483    | )      |      |   | (26,825  | )      |      |   | (29,071   | )      
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        
|Loss before income taxes                          |                       |                               | (7,197  | )           |      |             | (7,775  | )           |      |            | (51,169 | )      |      |   | (120,898 | )      |      |   | (187,039  | )      
|Income tax provision (benefit)                    |                       |                               | (2,231  | )           |      |             | (2,410  | )           |      |            | (5,558  | )      |      |   | (37,963  | )      |      |   | (48,162   | )      
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        
|Net loss from continuing operations               |                       | $                             | (4,966  | )           |      | $           | (5,365  | )           |      | $          | (45,611 | )      |      | $ | (82,935  | )      |      | $ | (138,877  | )      
|Gain on sale of discontinued
    operations  net |                       |                               |        |             |      |             |        |             |      |            |        |        |      |   | (7,513   | )      |      |   | (7,513    | )      
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        
|Net loss                                          |                       | $                             | (4,966  | )           |      | $           | (5,365  | )           |      | $          | (45,611 | )      |      | $ | (90,448  | )      |      | $ | (146,390  | )      
|                                                  |                       |                               |         |             |      |             |         |             |      |            |         |        |      |   |          |        |      |   |           |        

13.     Contingencies



| |                       
| | ----------------------
| | Shareholder Litigation

During 2000 certain shareholders of the
Corporation filed five separate class-action suits in the United
States District Court for the Western District of Tennessee
against the Corporation, Clyde R. Moore and Fred R.
Jones. The complaints allege fraud and violations of
Section 10(b) and 20(a) of the Securities Exchange Act of
1934, as amended, and Rule 10b-5 thereunder. The plaintiffs
allege that purchasers of the Corporations common stock
between April 28, 1999 and August 21, 2000, were
damaged when the market value of the stock dropped by nearly 29%
on December 15, 1999, dropped nearly 26% on June 20,
2000 and fell another 8% on August 22, 2000. An unspecified
amount of damages is sought.

On December 12, 2000, the Court issued an
order consolidating all five of the actions into a single
action. The consolidated complaint essentially repeats the
allegations in the earlier complaints. On April 9, 2002,
the U.S. District Court for the Western District of Tennessee
entered an Order granting in part and denying in part the
Corporations Motion to Dismiss in the shareholder class
action lawsuit. The Court dismissed allegations against Clyde
Moore, former chief executive officer, and Fred Jones, former
chief financial officer, for violations of Section 10(b)
and rule 10b-5 under the Securities Exchange Act of 1934.
The Court also granted KPMGs Motion to Dismiss in a
parallel shareholder class-action lawsuit.

11



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##### Table of Contents



THOMAS & BETTS CORPORATION AND
SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


The Corporation intends to contest the litigation
vigorously. At this stage, the Corporation is unable to predict
the outcome of this litigation and its ultimate effect, if any,
on the financial condition of the Corporation. However,
management believes that there are meritorious defenses to the
claims. Mr. Moore and Mr. Jones may be entitled to
indemnification by the Corporation in connection with this
litigation.



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

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

On January 4, 2001, the Commission issued a
Formal Order of Investigation and subsequently has required the
production of additional documents, conducted interviews and
taken the testimony of current and former employees. Management
is unable to express any opinion regarding the future course of
this investigation; however, the Corporation intends to fully
cooperate with the Commission during this process.



| |                    
| | -------------------
| | 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 financial
position, results of operations or liquidity in any given period.

14.     Leviton
Manufacturing Co., Inc.

Prior to 2002, the Corporation recorded its
investment in Leviton using the equity method. The
Corporations ability to exercise significant influence
effectively ended in January 2002 with the retirement of the
Corporations primary liaison between Levitons
management and the Corporation. In addition, the
Corporations current management does not have a
relationship with Levitons management at this time from
which it could exercise such influence were it so inclined. In
light of these developments, the Corporation determined that it
no longer has the ability to influence the operating and
financial policies of Leviton. Therefore, GAAP requires that the
Corporation adopt the cost method of accounting for this
investment on a prospective basis beginning in the first quarter
of 2002. The Corporation adopted the cost method of accounting
for its investment in Leviton beginning in the first quarter of
2002.

12



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##### Table of Contents








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

Results of Operations

Comparison of 1st Quarter 2002 with 1st
Quarter 2001

Consolidated Results

|                                     |  |                |         |                  |  |           |       |          |  |   |         |   |  |  |       |  
|------------------------------------ |  | -------------- | ------- | ---------------- |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                     |  |               
|                                     |  | Quarter Ended 
|                                     |  |               
|                                     |  |                |         |                 
|                                     |  | March 31, 2002 |         | April 1, 2001(a)
|                                     |  |                |         |                 
|                                     |  | In             |         | % of Net         |  | In        |       | % of Net
|                                     |  | Thousands      |         | Sales            |  | Thousands |       | Sales   
|                                     |  |                |         |                  |  |           |       |         
|Net sales                            |  | $              | 342,051 |                  |  |           | 100.0 |          |  | $ | 396,948 |   |  |  | 100.0 |  
|Gross margin                         |  |                | 83,779  |                  |  |           | 24.5  |          |  |   | 91,885  |   |  |  | 23.1  |  
|Selling, general and administrative  |  |                | 72,596  |                  |  |           | 21.2  |          |  |   | 93,030  |   |  |  | 23.4  |  
|Provision  restructured Operations  |  |                | 1,265   |                  |  |           | 0.4   |          |  |   |        |   |  |  | 0.0   |  
|Earnings (loss) from operations      |  |                | 9,918   |                  |  |           | 2.9   |          |  |   | (1,145  | ) |  |  | (0.3  | )
|Income from unconsolidated companies |  |                | 702     |                  |  |           | 0.2   |          |  |   | 3,434   |   |  |  | 0.9   |  
|Interest expense  net               |  |                | (10,899 | )                |  |           | (3.2  | )        |  |   | (9,969  | ) |  |  | (2.5  | )
|Net loss before income taxes         |  |                | (1,038  | )                |  |           | (0.3  | )        |  |   | (7,197  | ) |  |  | (1.8  | )



---



|    |  |                                                                                                                                                                                                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | To conform to current year presentation, research
    and development costs have been reclassified to cost of sales
    and amortization of intangibles has been reclassified to
    selling, general and administrative in the prior year condensed
    consolidated statement of operations.

Manufacturing
Consolidation and Efficiency Program

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

As of the end of the first quarter of 2002, the
Corporation had closed, or was in the final stages of closing,
five facilities and was in the process of transitioning
production from these plants to other locations. An additional
six plants will be closed over the course of the program.
Efficiency improvements are underway at all facilities included
in the program, and investments in equipment and tooling have
begun. Management expects to substantially complete the program
by the end of the third quarter 2002, although some activities
may extend slightly beyond this date.

Thomas & Betts expects on-going pre-tax
savings of approximately $45 to $50 million annually from
the manufacturing consolidation and efficiency program. Pre-tax
charges associated with the program are expected to total
approximately $80 to $90 million. The Corporation recorded
$49 million in pre-tax charges in the fourth quarter 2001
and $12 million in the first quarter of 2002. The balance
of the pre-tax charges is expected to be recorded over the
remainder of 2002.



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

The Corporations net sales decreased
approximately 13.8% to $342 million in 2002 from
$397 million in 2001. The decline in sales was expected and
is due mainly to continued weakness in the Corporations
core electrical markets and the divestiture or discontinuation
of certain non-strategic, under-performing product lines in
2001. Excluding revenues from product lines divested or
discontinued, sales were down 8.7% compared to the year-ago
period.

13



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##### Table of Contents





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

In the first quarter 2002, the Corporations
gross margin as a percent of sales was 24.5%, an improvement
over the 23.1% in the same period last year. Excluding
$11 million in costs related to the manufacturing
consolidation and efficiency program, the gross margin in the
quarter just ended would have been 27.7%. The improvement is
due, in part, to the impact of a new pricing schedule in the
electrical products business that became effective
January 1, 2002, improved product mix, and lower
manufacturing and freight costs. The Corporations goal is
to achieve a gross margin of at least 30%.



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

The Corporation showed improvement in reducing
selling, general and administrative (SG&A) expense. SG&A
was $72.6 million, or 21.2% of sales in the quarter just
ended, compared with $93.0 million, or 23.4% of sales, in
the year-earlier period. SG&A in the first quarter 2002 was
positively impacted by $3.6 million resulting from the
Corporations adoption of Financial Accounting Standards
No. 142, which eliminated the amortization of goodwill. On
a comparable basis, Thomas & Betts would have reported
SG&A of $89.5 million, or 22.6% of sales, in the first
quarter 2001. The Corporations targeted goal is to achieve
SG&A expense as a percentage of annual sales at
approximately 20% or lower.

The Corporation recorded first quarter pre-tax
charges of $12.3 million for the manufacturing initiatives
previously discussed. Of the $12.3 million recorded,
restructure charges totaled $1.3 million and the remaining
charges were included in cost of sales.



| |                                         
| | ----------------------------------------
| | Income from Unconsolidated
    Companies

The Corporation reported $0.7 million in
earnings from unconsolidated companies in the first quarter
2002, compared to earnings of $3.4 million in the
year-earlier period. Effective the beginning of fiscal year
2002, the Corporation changed its method of accounting for its
investment in Leviton Manufacturing Co., Inc. from the equity to
the cost method.



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

Net interest expense in the first quarter 2002
was $10.9 million, compared with $10.0 million
recorded a year ago due to lower rates on interest income. The
Corporations interest income reflected in interest
expense  net was $0.9 million and
$2.3 million for the first quarter of 2002 and 2001,
respectively.



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

In the first quarter 2002, the Corporation
recorded an $11.0 million net tax charge composed of a
$22.9 million tax charge relating to converting certain
foreign tax credits into foreign tax deductions and an
$11.9 million tax benefit from releasing a federal
valuation allowance as of December 30, 2001 on deferred tax
assets associated with minimum pension liabilities. Excluding
the net tax charge, the first quarter 2002 effective tax rate
was a benefit of 31%. For 2001, the effective tax rate was a
benefit of 31%. See Note 7 in Notes to Condensed
Consolidated Financial Statements.

Segment Results

The Corporation has four reportable segments:
Electrical, Steel Structures, Communications, and HVAC. The
Corporation 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
losses; impairments; restructuring; and other special charges.



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

Sales for the Electrical segment were
$256.5 million for the first quarter 2002, down 17% from
the $309.6 million reported in the same period. Excluding
divested and discontinued product sales, first quarter

14



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##### Table of Contents



2002 electrical sales were down 11.1%, due
largely to weak market conditions in industrial and construction
markets. Electrical segment earnings were $2.7 million
versus earnings of $0.9 million in the year-ago period.
Current quarter segment results include $11.0 million in
costs associated with the manufacturing consolidation and
efficiency program. Segment earnings in the current year quarter
reflect the impact of a new pricing schedule that became
effective January 1, 2002, improved product mix, lower
manufacturing and freight costs, and lower SG&A. Earnings
for the first quarter 2002 were positively impacted by the
absence of goodwill amortization. On a comparable basis as if
goodwill amortization had not been recorded in the prior year,
earnings of $2.7 million for the first quarter 2002 would
have been down from $3.6 million in the prior year period,
reflecting the aforementioned 2002 costs associated with the
manufacturing consolidation and efficiency program.




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

Sales in the Steel Structures segment were
$35.1 million for the first quarter, compared to
$33.4 million in the year-ago period. Earnings in this
segment were $3.9 million, up from the $3.5 million
recorded in the first quarter 2001. Earnings for the first
quarter 2002 were positively impacted by the absence of goodwill
amortization. On a comparable basis as if goodwill amortization
had not been recorded in the prior year, earnings of
$3.9 million for the first quarter 2002 would have been
relatively flat with $4.1 million in the prior year period.



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

Despite continued weakness in North American
cable TV and telecom markets, the Corporations
Communication segment reported sales of $29.3 million in
the first quarter 2002, relatively flat with the
$28.3 million reported in the same period last year. This
segment recorded earnings of $4.1 million in the quarter
compared to a $3.1 million loss in the year-earlier period.
The significant improvement in earnings is due largely to tight
operating and expense controls implemented last year in response
to very weak market conditions and the cessation of depreciation
on assets held for sale which had a positive impact on segment
and consolidated earnings of $1.9 million.



| |     
| | ----
| | HVAC

Sales in the HVAC segment, which provides
industrial heating and ventilation products, were
$21.1 million for the first quarter 2002, down from
$25.6 million recorded in the year-earlier period. The
continued recession in commercial and industrial markets
negatively affected segment sales. Segment earnings of
$1.2 million in the current year quarter compares with
$1.0 million in the prior year period. Earnings for the
first quarter 2002 were positively impacted by the absence of
goodwill amortization. On a comparable basis as if goodwill
amortization had not been recorded in the prior year, earnings
of $1.2 million for the first quarter 2002 would have been
relatively flat with $1.3 million in the prior year period.

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 1 of the Notes to
Consolidated Financial Statements in the Corporations
Annual Report on Form 10-K for the fiscal period ended
December 30, 2001. Management believes the
Corporations most critical accounting policies include:
Revenue Recognition; Inventory Valuation; Impairment of
Long-Lived Assets; Income Taxes; and Environmental Costs.



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

15



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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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:The Corporation periodically evaluates
    the carrying value of its inventories to ensure they are carried
    at the lower of cost or market. Such evaluation is based on
    managements judgement and use of estimates. Such estimates
    incorporate inventory quantities on-hand, sales forecasts and
    gross margins for particular product groupings, planned
    dispositions of product lines and overall industry trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Impairment of Long-Lived Assets:The Corporation follows the provisions
    of Statement of Accounting Standards (SFAS)
    No. 142, Goodwill and Other Intangible Assets.
    Under the provisions of SFAS No. 142, during the second
    quarter 2002 the Corporation identified its reporting units,
    determined the fair value of each reporting unit as of
    December 31, 2001, and compared the fair value to the
    reporting units carrying amount as of December 31,
    2001. 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 impairment assessment. The second impairment
    assessment involves allocating the reporting units fair
    value to all of its recognized and unrecognized assets and
    liabilities as of December 31, 2001 in order to determine
    the implied fair value of the reporting units goodwill as
    of that 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
    December 31, 2001 adoption date. If applicable, this second
    impairment assessment must be completed prior to the
    Corporations 2002 year-end. Subsequent to the adoption,
    all the above procedures must also be updated prior to the
    Corporations 2002 year-end to determine if an
    indication exists during 2002 that a reporting units
    goodwill may be impaired and, if applicable, to quantify an
    impairment charge during 2002. An impairment charge, if any, as
    of adoption would be recognized net of tax as the cumulative
    effect of a change in accounting principle in the statement of
    operations. An impairment charge, if any, subsequent to the
    adoption would be recorded to operating income. The Corporation
    has not determined the impact from adoption of SFAS No. 142.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Corporation also 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
    certain intangible assets. 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
    whenever events or changes in circumstances indicate that the
    carrying amount of the assets may not be recoverable. If the sum
    of the undiscounted expected future cash flows over the
    remaining useful life of the primary asset in the associated
    product groups is less than the carrying amount of the assets,
    the assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, the Corporation estimates fair value using
    the expected future cash flows discounted at a rate commensurate
    with the risks associated with the recovery of the assets.
    Assets to be disposed of are reported at the lower of carrying
    amount of fair value less costs to sell.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Income Taxes:The
    Corporation uses the asset and liability method of accounting
    for income taxes. That 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 state 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

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | March 31, 2001, 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

The Corporations cash and cash equivalents
decreased to $185.9 million at March 31, 2002 from
$234.8 million at December 30, 2001. The decrease
resulted from $39.7 million used in operating activities,
$3.2 million used in investing activities and
$6.1 million used in financing activities.



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

Operating activities used cash of
$39.7 million in the first quarter 2002 as compared to cash
provided by operating activities of $3.3 million for the
year-ago period, primarily as a result of a $20 million
payment for a previously announced patent lawsuit settlement;
costs incurred for the manufacturing consolidation and
efficiency program; and other seasonal related payments.

Working capital as of March 31, 2002 was
$412.5 million compared with $414.6 million as of
December 30, 2001. At March 31, 2002, accounts
receivable were $188.7 million, approximately flat with the
end of the fourth quarter 2001. Days Sales Outstanding (DSOs)
improved over the last quarter although the level of accounts
receivable and sales were flat with the fourth quarter 2001. The
reduction in DSO is due to the timing of first quarter 2002
sales, which were more heavily weighted towards the latter part
of the quarter and to a reduction in past due accounts. As
expected, the Corporations investment in inventory of
$193.5 million as of March 31, 2002 was relatively
flat with December 30, 2001, despite the need for some
inventory build-up during the first quarter to facilitate plant
consolidation and equipment transfers required for the
manufacturing consolidation and efficiency program.



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

In addition to proceeds from matured marketable
securities of $0.6 million during the first quarter 2002,
the Corporation had capital expenditures totaling
$3.8 million, down significantly from $9.7 million for
2001, due to planned lower expenditures for 2002. During 2001,
the Corporation reviewed and revised its capital appropriations
processes and enhanced controls associated with authorization
and procurement. The Corporation intends to continue to tightly
manage capital expenditures. For the year 2002, capital
expenditures, including approximately $20 million of
expenditures associated with the Electrical segments
manufacturing efficiency and consolidation initiatives, are
projected to be $35 to $40 million.



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

Financing activities used cash during the first
quarter 2002 of $6.1 million to repay debt. This compares
to the first quarter 2001 when $16.6 million was used to
repay debt and $16.2 million was used to pay dividends.

17



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##### Table of Contents





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

The Corporation has a $100 million committed
revolving credit facility with a bank group which is secured by,
among other things, inventory and equipment located in the
United States. Availability under the facility as of
March 31, 2002 was $56 million before considering
outstanding letters of credit of $35 million at
March 31, 2002. This credit facility is subject to, among
other things, limitations on equipment disposals, additional
debt, liens and movement of equipment, and minimum liquidity
requirements. There were no borrowings outstanding under this
facility as of March 31, 2002. Any committed borrowings
outstanding as of November 2003, would mature on that date.

The Corporation has a committed revolving credit
facility with a Canadian bank which had availability as of
March 31, 2002 of approximately C$30 million
(approximately US$19 million as of March 31, 2002).
This facility is secured by inventory and accounts receivable
located in Canada. This facility matures in March 2004. There
were no borrowings outstanding as of March 31, 2002.

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

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



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

In September 2001, the Corporation established an
asset-securitization program. The program permits the
Corporation to continually sell accounts receivable through
September 21, 2002, to a maximum of $120 million as
needed as a source of liquidity. As of March 31, 2002,
availability under this facility was approximately
$70 million. The amount of accounts receivable sold from
time to time depends on the level of eligible accounts
receivable and restrictions on concentrations of receivables. At
March 31, 2002, no receivables have been sold under this
program.

Except for the asset securitization programs
described in the preceding paragraph, at March 31, 2002,
the Corporation did not have any other relationships with
unconsolidated entities or financial partnerships (often
referred to as structured finance or special purpose entities)
which were established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or
limited purposes.



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

Total dividends paid to shareholders were
$16.2 million for the first quarter 2001. On July 24,
2001, the Corporations Board of Directors approved a
change in the Corporations current 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.

During the fourth quarter 2001, the Corporation
recorded an expense of $27 million for settlement of a
patent infringement lawsuit. The Corporation paid
$20 million related to this settlement in the first quarter
of 2002 and the remaining $7 million will be paid in the
fourth quarter of 2002.

18



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##### Table of Contents



The Corporation received $46 million in cash
tax refunds on April 24, 2002 as a result of the
Corporations decision to extend the carryback period for
net operating losses from two to five years as allowed under the
Job Creation and Worker Assistance Act of 2002. In total, the
Corporation expects to receive approximately $55 million in
cash tax refunds as a result of this decision.

Including the asset-securitization facility
discussed above, the Corporations aggregate availability
of funds as of March 31, 2002 is approximately
$145 million before considering outstanding letters of
credit. Availability under the revolving credit facilities and
the asset-securitization facility increases or decreases with
fluctuations in the value of the underlying collateral and is
subject to the satisfaction of various covenants. The
Corporation currently does not expect to utilize these back-up
credit facilities in the foreseeable future.

As a result of the current operating results, the
Corporation may not be able to access the public capital markets
on acceptable terms or rates or in a timely manner and future
borrowings could be at higher rates or on more stringent terms.
The Corporation currently expects to fund expenditures for
capital requirements as well as other liquidity needs from a
combination of existing cash balances, cash generated from
operations, and external financial resources. These sources
should be sufficient to meet the Corporations operating
needs for the foreseeable future.

2002 Outlook

Management expects second quarter 2002 sales to
be down by five to ten percent, excluding divested or
discontinued product sales, when compared with the second
quarter 2001. Assuming a reasonable recovery in economic
conditions in the second half of 2002, management expects the
Corporation to achieve low double-digit operating earnings in
the fourth quarter 2002.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

This Report includes various forward-looking
statements regarding the Corporation which are subject to risks
and uncertainties. Forward-looking statements include
information concerning future results of operations and
financial condition. Statements that contain words such as
believes, expects,
anticipates, intends,
estimates, continue, should,
could, may, plan,
project, predict, will or
similar expressions are forward-looking statements. These
forward-looking statements are subject to risks and
uncertainties, and many factors could affect the future
financial results of the Corporation. Accordingly, actual
results 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:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Economic weakness and recession in the
    U.S. or the Corporations other main markets,
    including Canada and Western Europe;                                                                                                                                                                                                                                                                                  
|
| |  | Effects of significant changes in monetary or
    fiscal policies in the U.S. and abroad which could result in
    major currency fluctuations, including fluctuations in the
    Canadian dollar, Euro and British pound;                                                                                                                                                                                         
|
| |  | Significant changes in governmental policies
    domestically and abroad which could create trade restrictions,
    patent enforcement issues, adverse tax-rate changes and changes
    to tax treatment of items such as tax credits, withholding
    taxes, transfer pricing and other income and expense recognition
    for tax purposes, including changes in taxation of income
    generated in Puerto Rico;
|
| |  | Changes in environmental regulations and
    projected remediation technology advances that could impact
    expectations of remediation expenses;                                                                                                                                                                                                                                                                 
|
| |  | Undiscovered liabilities arising from past
    acquisitions and dispositions of businesses;                                                                                                                                                                                                                                                                                                                        

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| |   |                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Unexpected liabilities resulting from pending or
    future legal matters and risks associated with the coverage and
    cost of insurance;                                                                                                                                                                                                         
|
| |  | Changes in customer demand for various products
    of Thomas & Betts that could affect its overall product
    mix, margins, plant utilization levels and asset valuations or
    simultaneous disruptions with a group of large customers;                                                                                                        
|
| |  | The recoverability of long-lived assets, which
    could be impacted if the estimated future operating cash flows
    are not achieved; and                                                                                                                                                                                                         
|
| |  | Failure to achieve estimated savings net of
    estimated costs in connection with, and unforeseen difficulties
    or time delays implementing, the Corporations
    comprehensive program to streamline production, improve
    productivity and reduce costs in its U.S., European and Mexican
    electrical products manufacturing facilities.

The Corporation undertakes no obligation to
revise the forward-looking statements included in this Report to
reflect any future events or circumstances. The
Corporations actual results, performance or achievements
could differ materially from the results expressed in, or
implied by, these forward-looking statements.

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 30, 2001.




ITEM 3.     QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the period ended March 31, 2002, the
Corporation did not experience any material changes in market
risk disclosure that affect the quantitative and qualitative
disclosures presented in its Annual Report on Form 10-K for
the fiscal period ended December 30, 2001.




PART II. OTHER INFORMATION




ITEM 1.     LEGAL
PROCEEDINGS

See Note 13, Contingencies, of
the condensed consolidated financial statements included herein.




ITEM 5.     OTHER
INFORMATION

(a) See Cautionary Statement Regarding
Forward-Looking Statements included herein.




ITEM 6.     EXHIBITS
AND REPORTS ON FORM 8-K

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

| |      |  |  |                                                                                                                                                                                    
| | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 |  |  | First Amendment to Credit and Security Agreement
    and Agreement to Release among the Corporation, as borrower, the
    Lenders listed therein and Wachovia Bank, N.A., as agent.
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                 

(b) Reports on Form 8-K



| |                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On February 21, 2002, the Corporation filed
    a Current Report on Form 8-K, Item 5, related to the
    Corporations settlement of a lawsuit filed by ADC
    Telecommunications, Inc. in September 1998.
|
| | On February 28, 2002, the Corporation filed
    a Current Report on Form 8-K, Items 5, 7 and 9,
    commenting on its financial results for the fourth quarter and
    year ended 2001.                    

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SIGNATURES

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  

Date: May 14, 2002

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EXHIBIT INDEX

| |      |  |  |                                                                                                                                                                                    
| | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 |  |  | First Amendment to Credit and Security Agreement
    and Agreement to Release among the Corporation, as borrower, the
    Lenders listed therein and Wachovia Bank, N.A., as agent.
| | 12   |  |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges