---

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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|(Mark One) |                                                                                        
|---------- | ---------------------------------------------------------------------------------------
|/x/        | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 1, 2001
OR

|/ / | 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

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THOMAS & BETTS CORPORATION(Exact name of registrant as specified in its charter)

Tennessee

22-1326940(State of Incorporation)

(I.R.S. Employer Identification No.)8155 T&B Boulevard
Memphis, Tennessee(Address of principal executive offices)

38125(Zip Code)


(901) 252-8000(Registrant's telephone number, including area code)

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

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

Common Stock$0.10 Par Value

Outstanding Shares at August 3, 2001(Title of each Class)

58,150,474


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THOMAS & BETTS CORPORATION AND SUBSIDIARIES    TABLE OF CONTENTS

|                                                          |  |                                                                                                                     |  | Page
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ----
|Cautionary Statement Regarding Forward-Looking Statements |  | 2                                                                                                                  
|                                                          |  | PART I. FINANCIAL INFORMATION                                                                                       |  |     
|ITEM 1.                                                   |  | Financial Statements:                                                                                               |  |     
|                                                          |  | Condensed Consolidated Balance Sheets as of July 1, 2001 and December 31, 2000                                      |  | 5   
|                                                          |  | Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended July 1, 2001 and July 2, 2000 |  | 6   
|                                                          |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 1, 2001 and July 2, 2000              |  | 7   
|                                                          |  | Notes to Condensed Consolidated Financial Statements                                                                |  | 8   
|ITEM 2.                                                   |  | Management's Discussion and Analysis of Results of Operations and Financial Condition                               |  | 21  
|ITEM 3.                                                   |  | Quantitative and Qualitative Disclosures About Market Risk                                                          |  | 29  
|                                                          |  | PART II. OTHER INFORMATION                                                                                          |  |     
|ITEM 1.                                                   |  | Legal Proceedings                                                                                                   |  | 29  
|ITEM 4.                                                   |  | Submission of Matters to a Vote of Security Holders                                                                 |  | 29  
|ITEM 5.                                                   |  | Other Information                                                                                                   |  | 29  
|ITEM 6.                                                   |  | Exhibits and Reports on Form 8-K                                                                                    |  | 29  

NOTE:    Restated Consolidated Financial Statements

Thomas & Betts Corporation (the "Corporation," the "Registrant" or "Thomas & Betts") recorded substantial charges in 2000. These charges were
based upon the best information available to management and involved extensive use of estimates and assumptions. Management and the Corporation's independent auditors agreed that certain of these
charges should be attributed to prior reporting periods. After consultation with the Corporation's independent auditors and the Audit Committee of the Board of Directors, management restated the
Corporation's financial statements for the first and second quarters of 2000, the interim periods of 1999, and fiscal years 1996, 1997, 1998 and 1999. These restatements also include certain
adjustments previously reflected in the Corporation's financial results for the third quarter of 1999, which were deemed immaterial to the previously reported fiscal periods. The reasons for, and
financial impact of, the adjustments are described in the Corporation's Annual Report Form 10-K for the fiscal period ended December 31, 2000.

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

Page 2 of 30

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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 important 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:



Page 3 of 30

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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 1"Business Risks" of the Corporation's Annual Report
on Form 10-K for the fiscal period ended December 31, 2000.

Page 4 of 30

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PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

|                                           |                                        | July 1,
2001    |           | December 31,
2000 |        
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ----------------- | -------
|ASSETS                                     |                                       
|Current Assets:                            |                                        |                 |           |                   |        
|                                           | Cash and cash equivalents              |                 | $         | 172,131           |        
|                                           | Marketable securities                  |                 |           | 11,613            |        
|                                           | Receivablesnet                        |                 |           | 261,033           |        
|                                           | ReceivableElectronics OEM sale        |                 |           | 35,000            |        
|                                           | Inventories:                           |                 |           |                   |        
|                                           |                                        | Finished goods  |           |                   | 161,239
|                                           |                                        | Work-in-process |           |                   | 38,443 
|                                           |                                        | Raw materials   |           |                   | 84,023 
|                                           |                                        |                 |           |                   |        
|                                           |                                        |                 |           | 283,705           |        
|                                           |                                        |                 |           |                   |        
|                                           | Prepaid income taxes                   |                 |           | 42,040            |        
|                                           | Deferred income taxes                  |                 |           | 54,047            |        
|                                           | Prepaid expenses                       |                 |           | 10,148            |        
|                                           |                                        |                 |           |                   |        
|Total Current Assets                       |                                        |                 | 869,717   |                   |        
|Property, plant and equipment              |                                        |                 | 859,678   |                   |        
|                                           | Less accumulated depreciation          |                 |           | 449,673           |        
|                                           |                                        |                 |           |                   |        
|Property, plant and equipmentnet          |                                        |                 | 410,005   |                   |        
|Intangible assetsnet                      |                                        |                 | 522,281   |                   |        
|Investments in unconsolidated companies    |                                        |                 | 122,682   |                   |        
|Other assets                               |                                        |                 | 30,687    |                   |        
|                                           |                                        |                 |           |                   |        
|TOTAL ASSETS                               |                                        | $               | 1,955,372 |                   | $      
|                                           |                                        |                 |           |                   |        
|LIABILITIES AND SHAREHOLDERS' EQUITY       |                                       
|Current Liabilities:                       |                                        |                 |           |                   |        
|                                           | Short-term debt                        |                 | $         | 47                |        
|                                           | Current maturities of long-term debt   |                 |           | 6,253             |        
|                                           | Accounts payable                       |                 |           | 136,541           |        
|                                           | Accrued liabilities                    |                 |           | 180,533           |        
|                                           | Income taxes                           |                 |           |                  |        
|                                           | Dividends payable                      |                 |           | 16,269            |        
|                                           |                                        |                 |           |                   |        
|Total Current Liabilities                  |                                        |                 | 339,643   |                   |        
|                                           |                                        |                 |           |                   |        
|Long-term debt                             |                                        |                 | 661,773   |                   |        
|Other long-term liabilities                |                                        |                 | 75,917    |                   |        
|Deferred income taxes                      |                                        |                 | 20,211    |                   |        
|Shareholders' Equity:                      |                                        |                 |           |                   |        
|                                           | Common stock                           |                 |           | 5,815             |        
|                                           | Additional paid-in capital             |                 |           | 340,123           |        
|                                           | Retained earnings                      |                 |           | 584,603           |        
|                                           | Unearned compensationrestricted stock |                 |           | (4,514            | )      
|                                           | Accumulated other comprehensive loss   |                 |           | (68,199           | )      
|                                           |                                        |                 |           |                   |        
|Total Shareholders' Equity                 |                                        |                 | 857,828   |                   |        
|                                           |                                        |                 |           |                   |        
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |                                        | $               | 1,955,372 |                   | $      
|                                           |                                        |                 |           |                   |        

See accompanying notes to condensed consolidated financial statements.

Page 5 of 30

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

|                                                    |                                         | Quarter Ended |         | Six Months Ended |  
|--------------------------------------------------- | --------------------------------------- | ------------- | ------- | ---------------- | -
|
|
|Net sales                                           |                                         | $             | 385,444 |                  | $
|Costs and expenses:                                 |                                         |               |         |                  |  
|                                                    | Cost of sales                           |               |         | 287,129          |  
|                                                    | Selling, general and administrative     |               |         | 84,377           |  
|                                                    | Research and development                |               |         | 4,983            |  
|                                                    | Amortization of intangibles             |               |         | 4,200            |  
|                                                    |                                         |               |         |                  |  
|                                                    |                                         |               | 380,689 |                  |  
|                                                    |                                         |               |         |                  |  
|Earnings (loss) from operations                     |                                         |               | 4,755   |                  |  
|Income from unconsolidated companies                |                                         |               | 245     |                  |  
|Interest expensenet                                |                                         |               | (10,529 | )                |  
|Other (expense) incomenet                          |                                         |               | (2,246  | )                |  
|                                                    |                                         |               |         |                  |  
|Loss from continuing operations before income taxes |                                         |               | (7,775  | )                |  
|Income tax benefit                                  |                                         |               | (2,410  | )                |  
|                                                    |                                         |               |         |                  |  
|Loss from continuing operations                     |                                         |               | (5,365  | )                |  
|Earnings from discontinued operations               |                                         |               |        |                  |  
|Gain on sale of discontinued operations             |                                         |               |        |                  |  
|                                                    |                                         |               |         |                  |  
|Net earnings (loss)                                 |                                         | $             | (5,365  | )                | $
|                                                    |                                         |               |         |                  |  
|Basic earnings (loss) per share:                    |                                         |               |         |                  |  
|                                                    | Loss from continuing operations         |               | $       | (0.09            | )
|                                                    | Earnings from discontinued operations   |               |         |                 |  
|                                                    | Gain on sale of discontinued operations |               |         |                 |  
|                                                    |                                         |               |         |                  |  
|                                                    | Net earnings (loss)                     |               | $       | (0.09            | )
|                                                    |                                         |               |         |                  |  
|Diluted earnings (loss) per share:                  |                                         |               |         |                  |  
|                                                    | Loss from continuing operations         |               | $       | (0.09            | )
|                                                    | Earnings from discontinued operations   |               |         |                 |  
|                                                    | Gain on sale of discontinued operations |               |         |                 |  
|                                                    |                                         |               |         |                  |  
|                                                    | Net earnings (loss)                     |               | $       | (0.09            | )
|                                                    |                                         |               |         |                  |  
|Average shares outstanding:                         |                                         |               |         |                  |  
|                                                    | Basic                                   |               |         | 58,149           |  
|                                                    | Diluted                                 |               |         | 58,149           |  
|Cash dividends declared per share                   |                                         | $             | 0.28    |                  | $
|                                                    |                                         |               |         |                  |  

See
accompanying notes to condensed consolidated financial statements.

Page 6 of 30

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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                                             |                                                                                    | Six Months Ended                                           |        
|---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ---------------------------------------------------------- | -------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                         |                                                                                    |                                                            |        
|Net earnings (loss)                                                          |                                                                                    | $                                                          | (10,331
|Gain on sale of discontinued operations                                      |                                                                                    |                                                            |       
|Earnings from discontinued operations                                        |                                                                                    |                                                            |       
|                                                                             |                                                                                    |                                                            |        
|Loss from continuing operations                                              |                                                                                    |                                                            | (10,331
|Adjustments:                                                                 |                                                                                    |                                                            |        
|                                                                             | Depreciation and amortization                                                      |                                                            |        
|                                                                             | Impairment charge on long-lived assets                                             |                                                            |        
|                                                                             | Restructured operations recovery                                                   |                                                            |        
|                                                                             | Undistributed earnings from unconsolidated companies                               |                                                            |        
|                                                                             | Mark-to-market adjustment for derivative instruments                               |                                                            |        
|                                                                             | Deferred income taxes                                                              |                                                            |        
|                                                                             | (Gain) loss on sales of businesses                                                 |                                                            |        
|                                                                             | Changes in operating assets and liabilities, net of acquisitions and divestitures: |                                                            |        
|                                                                             |                                                                                    | Receivables                                                |        
|                                                                             |                                                                                    | Purchase of receivables under asset securitization program |        
|                                                                             |                                                                                    | Inventories                                                |        
|                                                                             |                                                                                    | Accounts payable                                           |        
|                                                                             |                                                                                    | Accrued liabilities                                        |        
|                                                                             |                                                                                    | Income taxes payable                                       |        
|                                                                             |                                                                                    | Other                                                      |        
|                                                                             |                                                                                    |                                                            |        
|Net cash provided (used) by operating activities                             |                                                                                    |                                                            | 33,648 
|                                                                             |                                                                                    |                                                            |        
|Net cash provided by discontinued operations                                 |                                                                                    |                                                            |       
|                                                                             |                                                                                    |                                                            |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                         |                                                                                    |                                                            |        
|Purchases of property, plant and equipment                                   |                                                                                    |                                                            | (19,319
|Proceeds from sales of businesses                                            |                                                                                    |                                                            | 6,000  
|Proceeds from matured marketable securities                                  |                                                                                    |                                                            | 7,679  
|                                                                             |                                                                                    |                                                            |        
|Net cash provided (used) by investing activities                             |                                                                                    |                                                            | (5,640 
|                                                                             |                                                                                    |                                                            |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |                                                                                    |                                                            |        
|Increase (decrease) in borrowings with original maturities less than 90 days |                                                                                    |                                                            | (16,347
|Increase (decrease) in long-term debt and other borrowings                   |                                                                                    |                                                            | (4,142 
|Stock options exercised                                                      |                                                                                    |                                                            |       
|Cash dividends paid                                                          |                                                                                    |                                                            | (32,484
|                                                                             |                                                                                    |                                                            |        
|Net cash provided (used) by financing activities                             |                                                                                    |                                                            | (52,973
|                                                                             |                                                                                    |                                                            |        
|EFFECT OF EXCHANGE-RATE CHANGES ON CASH                                      |                                                                                    |                                                            | (2,189 
|                                                                             |                                                                                    |                                                            |        
|Net decrease in cash and cash equivalents                                    |                                                                                    |                                                            | (27,154
|Cash and cash equivalents at beginning of period                             |                                                                                    |                                                            | 199,285
|                                                                             |                                                                                    |                                                            |        
|Cash and cash equivalents at end of period                                   |                                                                                    | $                                                          | 172,131
|                                                                             |                                                                                    |                                                            |        

See
accompanying notes to condensed consolidated financial statements.

Page 7 of 30

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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 July 1, 2001 and December 31, 2000 and the results of operations and cash flows for the periods ended July 1, 2001 and July 2, 2000.

Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of
America 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 31, 2000. The results of operations for the quarters and six months ended July 1, 2001 and
July 2, 2000 are not necessarily indicative of the operating results for the full year.

Our
independent auditors have informed the Corporation that they did not have an adequate basis to complete the reviews of quarterly information in accordance with Statements on
Auditing Standards No. 71 for the interim quarters of 2000 due to the matters related to the prior year restatement issues and the corollary review of processes, controls and systems.

2. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In June 2000 the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activitiesan
Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values (mark-to-market)
unless certain conditions are met. SFAS No. 133 and SFAS No. 138 are effective for fiscal years beginning after June 15, 2000. The Corporation adopted SFAS No. 133 and SFAS
No. 138 on January 1, 2001.

At
times, the Corporation utilizes forward foreign exchange contracts for the sale or purchase of principally Canadian, Australian and European currencies, all maturing within 60
days. In addition, the Corporation is exposed to risk from fluctuating prices for certain commodities used to manufacture its products, primarily: copper, zinc and aluminum. Some of that risk is
hedged through the use of futures contracts that fix the price the Corporation will pay for the commodity. The Corporation's derivative instruments as of January 1, 2001 and July 1, 2001
do not qualify for hedge accounting treatment under the provisions of SFAS No. 133 and SFAS No. 138.

In
conjunction with the implementation of SFAS No. 133 and SFAS No. 138, the Corporation recorded an asset and a liability as of January 1, 2001 for $1.1 million
and $0.6 million, respectively. The prepaid asset recorded as of January 1, 2001 was composed of $0.9 million and $0.1 million that related to forward foreign exchange contracts and commodities
futures, respectively. Accrued liabilities as of January 1, 2001 included $0.1 million and $0.5 million that related to forward foreign exchange contracts and commodities futures,
respectively. Accrued liabilities as of July 1, 2001 include $1.3 million related to
commodities futures. The Corporation had no outstanding forward foreign exchange contracts as of July 1, 2001.

Mark-to-market
gains and losses for commodities futures are recorded in cost of sales. Mark-to-market gains and losses for forward foreign exchange contracts are recorded in other
(expense) incomenet. The impact of these items in the statement of operations for the quarter and six months ended July 1, 2001 was a loss of approximately $1.3 million and
$1.7 million, respectively.

Page 8 of 30

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3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is composed of the following:

(In thousands)

July 1,
2001

December 31,
2000Property, plant and equipmentLand

$
16,135

$
17,593Buildings


177,621


176,132Machinery and equipment


636,736


623,968Construction-in-progress


29,186


48,280859,678


865,973Less accumulated depreciation


449,673


440,496$
410,005

$
425,477


4. EARNINGS PER SHARE ("EPS")

Basic EPS for each period is computed by dividing net earnings (loss) by the weighted-average number of shares of common stock outstanding during the period.
Diluted EPS for each period is computed by
dividing net earnings by the sum of (1) the weighted-average number of shares outstanding during the period and (2) the dilutive effect, if any, of the assumed exercise of stock options
using the treasury stock method.

Page 9 of 30

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

Quarter Ended

Six Months Ended(In thousands, except per share data)

July 1,
2001

July 2,
2000

July 1,
2001

July 2,
2000(Restated)



(Restated)Loss from continuing operations

$
(5,365
)
$
(112,733
)
$
(10,331
)
$
(104,118
)Earnings from discontinued operations











14,724Gain on sale of discontinued operations





134,089





134,089Net earnings (loss)

$
(5,365
)
$
21,356

$
(10,331
)
$
44,695Basic shares:Average shares outstanding


58,149


57,962


58,086


57,917Basic earnings (loss) per share:Loss from continuing operations

$
(0.09
)
$
(1.94
)
$
(0.18
)
$
(1.79
)Earnings from discontinued operations











0.25Gain on sale of discontinued operations





2.31





2.31Net earnings (loss)

$
(0.09
)
$
0.37

$
(0.18
)
$
0.77Diluted shares:Average shares outstanding


58,149


57,962


58,086


57,917Additional shares from the assumed exercise of stock options











58,149


57,962


58,086


57,917Diluted earnings (loss) per share:Loss from continuing operations

$
(0.09
)
$
(1.94
)
$
(0.18
)
$
(1.79
)Earnings from discontinued operations











0.25Gain on sale of discontinued operations





2.31





2.31Net earnings (loss)

$
(0.09
)
$
0.37

$
(0.18
)
$
0.77


Options
for approximately 3,094,000 shares and 2,967,000 shares for the second quarter and six months ended July 1, 2001, respectively, were excluded because
their effect was anti-dilutive. Options for approximately 3,023,000 shares and 2,919,000 shares for the second quarter and six months ended July 2, 2000, respectively, were excluded because
their effect was anti-dilutive. Due to losses in certain periods, the assumed net exercise of stock options was excluded, as the effect would have been anti-

Page 10 of 30

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dilutive. Options for approximately 2,296,000 shares were granted during the six months ended July 1, 2001.

5. COMPREHENSIVE INCOME

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

Quarter Ended

Six Months Ended(In thousands)

July 1,
2001

July 2,
2000

July 1,
2001

July 2,
2000(Restated)



(Restated)Net earnings (loss)

$
(5,365
)
$
21,356

$
(10,331
)
$
44,695Foreign currency translation adjustments


7,594


(3,893
)

(6,233
)

(10,034
)Unrealized losses on securities


(54
)

(127
)

(61
)

(248
)Total comprehensive income (loss)

$
2,175

$
17,336

$
(16,625
)
$
34,413


6. RESTATEMENTS AND RECLASSIFICATIONS

Restatement of Consolidated Financial Statements

During 2000, management began a review of processes, controls and systems in order to assure their adequacy, and, when appropriate, began implementing
improvements. Primarily in the second quarter of 2000, management recorded substantial charges in connection with the aforementioned review. Management had identified certain adjustments which
necessitated a restatement of the Corporation's consolidated financial statements for the first and second quarters of 2000, the interim periods of 1999, and for the years 1996, 1997, 1998 and 1999.
The reasons for, and financial impact of, the adjustments on each of these fiscal years are described in the Corporation's Annual Report on Form 10-K for the fiscal period ended
December 31, 2000. The reasons for, and financial impact of, the second quarter adjustments during 2000 are described in this Note. See Management's Discussion and Analysis of Results of
Operations and Financial Condition for an update on the "Review of Processes, Controls and Systems."

Reclassifications

During the fourth quarter of 2000, the Corporation began reporting expenses for transportation of products to customers and between its facilities as a
component of cost of sales as a result of the adoption of Emerging Issues Task Force ("EITF") Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." These costs had previously
been reported as a reduction of net sales. Transportation costs included in cost of sales for continuing operations totaled $32.7 and $58.4 million for the quarter and six months ended July 2,
2000, respectively. The prior year financial statements were reclassified to conform to the current year presentation. These reclassifications had no effect on earnings or loss in any period.

Page 11 of 30

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The following table highlights the effects of the restatement and reclassifications on the previously reported condensed consolidated statements of operations for the quarter and six
months ended July 2, 2000.

|                                                    |  | Quarter Ended July 2, 2000 (Unaudited) |         
|--------------------------------------------------- |  | -------------------------------------- | --------
|
|Net sales                                           |  | $                                      | 285,490 
|Cost of sales                                       |  |                                        | 404,692 
|Selling, general and administrative                 |  |                                        | 112,631 
|Research and development                            |  |                                        | 6,337   
|Amortization of intangibles                         |  |                                        | 4,442   
|                                                    |  |                                        |         
|                                                    |  |                                        | 528,102 
|                                                    |  |                                        |         
|Loss from operations                                |  |                                        | (242,612
|Income from unconsolidated companies                |  |                                        | 2,384   
|Interest expensenet                                |  |                                        | (15,641 
|Other (expense) incomenet                          |  |                                        | (1,586  
|                                                    |  |                                        |         
|Loss from continuing operations before income taxes |  |                                        | (257,455
|Income tax benefit                                  |  |                                        | (86,600 
|                                                    |  |                                        |         
|Loss from continuing operations                     |  |                                        | (170,855
|Gain on sale of discontinued operations             |  |                                        | 134,089 
|                                                    |  |                                        |         
|Net earnings (loss)                                 |  | $                                      | (36,766 
|                                                    |  |                                        |         

---

Page 12 of 30

---

|                                                    |  | Six Months Ended July 2, 2000 (Unaudited) |         
|--------------------------------------------------- |  | ----------------------------------------- | --------
|
|Net sales                                           |  | $                                         | 748,362 
|Cost of sales                                       |  |                                           | 722,909 
|Selling, general and administrative                 |  |                                           | 201,945 
|Research and development                            |  |                                           | 12,520  
|Amortization of intangibles                         |  |                                           | 8,895   
|                                                    |  |                                           |         
|                                                    |  |                                           | 946,269 
|                                                    |  |                                           |         
|Loss from operations                                |  |                                           | (197,907
|Income from unconsolidated companies                |  |                                           | 7,805   
|Interest expensenet                                |  |                                           | (28,336 
|Other (expense) incomenet                          |  |                                           | (5,458  
|                                                    |  |                                           |         
|Loss from continuing operations before income taxes |  |                                           | (223,896
|Income tax benefit                                  |  |                                           | (79,328 
|                                                    |  |                                           |         
|Loss from continuing operations                     |  |                                           | (144,568
|Earnings from discontinued operations               |  |                                           | 9,577   
|Gain on sale of discontinued operations             |  |                                           | 134,089 
|                                                    |  |                                           |         
|Net earnings (loss)                                 |  | $                                         | (902    
|                                                    |  |                                           |         

---

Page 13 of 30

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The
principal components of the restatement for the quarter and six months ended July 2, 2000 are as follows:

(In thousands)

Quarter Ended
July 2, 2000

Six Months Ended
July 2, 2000(Unaudited)

(Unaudited)Continuing Operations:Net sales:Revenue recognition

$
49,008

$
51,655Other revenue adjustments


36,419


20,283$
85,427

$
71,938Pretax earnings (loss):Revenue recognition

$
25,029

$
26,168Other revenue adjustments


36,419


20,282Inventory


9,554


1,216Property, plant and equipment


15,009


10,685Other


7,709


6,86893,720


65,219Income tax effect and adjustments


35,598


24,769Net earnings (loss)

$
58,122

$
40,450Earnings from discontinued operations

$


$
5,147Total earnings (loss) from continuing and discontinued operations

$
58,122

$
45,597


The
principal adjustments to the Corporation's condensed consolidated financial statements are summarized as follows:

Revenue Recognition

The restated condensed consolidated financial statements reflect the reversal of incorrectly recorded revenue from special promotional programs targeted at a
select group of the Corporation's largest volume accounts, the terms of which caused the transaction to fail to qualify for immediate recognition.

Other Revenue Adjustments

The restated condensed consolidated financial statements reflect adjustments to net sales and accounts receivable to properly accrue for returns, allowances,
shipping and pricing errors, and volume and price rebates.

Page 14 of 30

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Inventory

The
restated condensed consolidated financial statements reflect adjustments to inventory and cost of sales to reduce the carrying value of inventory to agree with physical counts and
the Corporation's perpetual records.

Property, Plant and Equipment

The restated condensed consolidated financial statements reflect adjustments to depreciate assets misclassified as construction-in-progress and to recognize
depreciation expense in the appropriate periods. Adjustments were also made to correctly reflect certain items as period expenses that were previously capitalized.

Other

Other items reflected in the restated condensed consolidated financial statements are primarily adjustments to properly attribute freight costs and
restructuring charges.

Income Tax Adjustments

Income tax adjustments primarily reflect the tax impact of the pretax adjustments described above.

7. SEGMENT AND OTHER RELATED DISCLOSURES

The Corporation has four reportable segments: Electrical, Steel Structures, Communications and HVAC. 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, taxes; gains and losses on sale of receivables; foreign exchange gains and losses; impairments; and restructure and certain other charges.

During
the first quarter of 2001, the Corporation began reporting its Steel Structures and HVAC businesses as segments. These businesses were previously included in Other results. The
Steel Structures segment includes steel transmission poles and towers used for utility, cellular, lighting and municipal applications. The HVAC segment includes heating and ventilation products for
commercial and industrial applications. Information for the prior period has been restated to conform to the current period presentation.

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Segment Information

|                         |                  | Quarter Ended |   | Six Months Ended |        
|------------------------ | ---------------- | ------------- | - | ---------------- | -------
|
|
|Net Sales:               |                  |               |   |                  |        
|                         | Electrical       |               | $ | 302,040          |        
|                         | Steel Structures |               |   | 36,270           |        
|                         | Communications   |               |   | 27,579           |        
|                         | HVAC             |               |   | 19,555           |        
|                         |                  |               |   |                  |        
|                         |                  | Total         |   | $                | 385,444
|                         |                  |               |   |                  |        
|Segment Earnings (Loss): |                  |               |   |                  |        
|                         | Electrical       |               | $ | 3,986            |        
|                         | Steel Structures |               |   | 5,126            |        
|                         | Communications   |               |   | (2,783           | )      
|                         | HVAC             |               |   | (1,329           | )      
|                         |                  |               |   |                  |        
|                         |                  | Total         |   | $                | 5,000  
|                         |                  |               |   |                  |        

Reconciliation to Total Corporation

|                                     |                                                   | Quarter Ended                                                  |   | Six Months Ended |       
|------------------------------------ | ------------------------------------------------- | -------------------------------------------------------------- | - | ---------------- | ------
|
|
|Earnings (Loss) Before Income Taxes: |                                                   |                                                                |   |                  |       
|                                     | Total reportable segment earnings                 |                                                                | $ | 5,000            |       
|                                     | Impairment, restructure and other special charges |                                                                |   | (7               | )     
|                                     | Interest expensenet                              |                                                                |   | (10,529          | )     
|                                     | Gain (loss) on sale of receivables                |                                                                |   |                 |       
|                                     | Other                                             |                                                                |   | (2,239           | )     
|                                     |                                                   |                                                                |   |                  |       
|                                     |                                                   | Earnings (loss) from continuing operations before income taxes |   | $                | (7,775
|                                     |                                                   |                                                                |   |                  |       

8. DIVESTITURES

On July 2, 2000, the Corporation completed the sale of substantially all of its global Electronics OEM business to Tyco Group S.a.r.l. ("Tyco") for
$750 million in cash, subject to adjustment, with a portion of the proceeds deferred. The cash purchase price was reduced by approximately $14 million for debt assumed by Tyco. At
closing Tyco wire transferred funds of approximately $686 million and retained approximately $50 million of the purchase price. During the third quarter of 2000, $15 million of
withheld proceeds were released to the Corporation. The remaining amount of proceeds is still being withheld by Tyco pending the resolution of the Tyco Dispute described in Note 9
"Contingencies."

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The Electronics OEM sale has been accounted for as a discontinued operation in accordance with Accounting Principles Board Opinion No. 30. Accordingly, results from continuing
operations for the prior period exclude the impact of the Electronics OEM business. The net results for the prior period of the Electronics OEM business are reflected in earnings from, or gain on the
sale of, discontinued operations. The results of discontinued operations do not reflect any allocated corporate overhead expenses for centralized administration, finance and information technology
departments.

The
sale resulted in a pretax gain of $231.1 million, which, reduced by $97.0 million of income taxes, produced a gain on sale of discontinued operations of
$134.1 million. The gain includes $14.7 million of losses, net of $3.3 million of tax benefit, resulting from the operations of the Electronics OEM business from April 3,
2000 to the closing date.

Net
sales and earnings from discontinued operations prior to April 3, 2000 are as follows:

(In thousands)Net sales

$
205,103Earnings before income taxes

$
23,546Income tax expense


8,822Earnings from discontinued operations

$
14,724


Included
in first quarter 2000 earnings from discontinued operations is interest expense of $4.3 million, which was allocated to discontinued operations based upon the ratio of
invested capital of discontinued operations to consolidated invested capital.

The
Corporation sold its copper and zinc ground rods product line in February 2001 for an amount which approximated net book value. This product line had sales of
$3 million in 2001 prior to its divestiture.

9. 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 by 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.

The
Corporation intends to contest the litigation vigorously and has filed a motion to dismiss. 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 indemnification by the Corporation in connection with this litigation.

Page 17 of 30

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A parallel federal securities law class action has recently been filed by the same plaintiffs against KPMG LLP, the Corporation's independent auditors, mirroring the Rule 10b-5
allegations in the action discussed above against the Corporation. The plaintiffs are seeking to consolidate the two actions.

Tyco Dispute

On November 1, 2000, pursuant to the Purchase Agreement between Tyco and the Corporation, dated May 7, 2000, as amended, Tyco delivered to the
Corporation its proposed calculation of the Statement of Closing Working Capital and Statement of Closing Long-term Tangible Assets for the Electronics OEM business (collectively, the
"Tyco Statement Calculation"). Under the terms of the Purchase Agreement, the purchase price to the Corporation on the closing date could be adjusted if the Closing Working Capital or the Closing
Long-term Tangible Assets, which will be amounts agreed to by Tyco and the Corporation, or as determined by an agreed upon third party, are less than the Base Working Capital or the Base
Long-term Tangible Assets, as defined in the Purchase Agreement (Base Working Capital and Base Long-term Tangible Assets collectively referred to herein as "Agreed Amounts").
The Tyco Statement Calculation delivered to the Corporation is substantially below the Agreed Amounts. As of July 1, 2001, Tyco was in possession of proceeds held back totaling
$35 million.

Management
has reviewed the Tyco Statement Calculation and by a submission to Tyco dated January 15, 2001 disputed substantially all of the differences between the Tyco
Statement Calculation and the Corporation's records. The parties have not reached an agreement on the closing statements. Under the terms of the Purchase Agreement, the parties are to refer the
dispute to binding arbitration before an accounting arbitrator of their mutual choosing. Tyco and the Corporation have discussed the procedural rules for the proceeding and agreed upon an arbitrator.
At this time, the Corporation is unable to predict whether the purchase price on the closing date will be adjusted and, if so, its ultimate effect, if any, on the financial position or results of
operations of the Corporation. However, management believes that the Tyco Statement Calculation is incorrect and intends to vigorously dispute it.

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

Page 18 of 30

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and sometimes unspecified amounts, and some matters may remain unresolved for several years. 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 or results of operations in any given period.

10. DEBT

The Corporation's long-term debt at July 1, 2001 and December 31, 2000, was:

|(In thousands)           |  | July 1,
2001 |         | December 31,
2000
|------------------------ |  | ------------ | ------- | -----------------
|Notes payable            |  | $            | 605,874 |                  
|Non-U.S. borrowings      |  |              | 48,708  |                  
|Industrial revenue bonds |  |              | 11,155  |                  
|Other                    |  |              | 2,289   |                  
|                         |  |              |         |                  
|                         |  |              | 668,026 |                  
|Less current portion     |  |              | 6,253   |                  
|                         |  |              |         |                  
|Long-term debt           |  | $            | 661,773 |                  
|                         |  |              |         |                  

During
the quarter, the Corporation had two revolving credit agreements totaling $400 million in commitments from a group of domestic and foreign banks, under which
$200 million was available through June 2003 (the "Five-Year Facility") and $200 million was available through June 2001 (the "364-day Facility"). At the end of June 2001, the
Corporation allowed the 364-day Facility to expire by its terms. This facility was used for back-up liquidity purposes; however, given the Corporation's current cash position, management does not
expect to need the facility in the foreseeable future.

There
are two restrictive financial covenant provisions contained in the Five-Year Facility. The Corporation must maintain a specified ratio of operating cash flow, as defined, to
consolidated debt and a specified ratio of consolidated debt to equity. If the Corporation fails to meet its agreed financial covenant provisions, cross-acceleration provisions in certain of the debt
agreements could be invoked. The Corporation did not satisfy a ratio of operating cash flow, as defined, under the Five-Year Facility at the end of the second fiscal quarter of 2001. Therefore, on
July 1, 2001, the Corporation entered into a waiver and amendment to the Five-Year Facility that, among other things, waive until September 28, 2001 compliance with the operating cash
flow covenant, reduces the size of such facility to $150 million, increases the interest rates and provides to the bank group a security interest in the Corporation's accounts receivable,
inventory and equipment. At the end of the second quarter, there was no debt outstanding under the Five-Year Facility and management does not expect to borrow under this facility in the foreseeable
future. The Corporation is currently in discussions with the bank group to reduce by
$50 million the amount of credit available and amend the term of the Five-Year Facility to June 2002. Management expects to execute an amended credit agreement before the current waiver
expires.

11. OTHER

Leviton Manufacturing Co.:In August 1994, the Corporation completed the purchase of a minority interest (29.1%
of the outstanding common stock representing 23.55% of the voting common

Page 19 of 30

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stock) in Leviton Manufacturing Co., Inc., a leading U.S. manufacturer of wiring devices, for approximately $51 million consisting of cash and common stock. If the Corporation were to
liquidate its interest in Leviton, it could be required to make an additional payment to the seller in an amount up to $20 million. Leviton's chief executive officer opposed the Corporation's
acquisition. The chief executive officer, with his wife, owns approximately 50.5% of Leviton's outstanding common stock (76.45% of Leviton's voting common stock) through a voting trust (a majority
sufficient for the approval of all corporate actions that Leviton might undertake; however, the majority is not sufficient to permit either federal income tax consolidation or pooling of interests
accounting treatment in a merger). The remainder of the outstanding common stock, all of which is non-voting, is owned by approximately 19 other Leviton family members. The opposition of
the chief executive officer to the Corporation's investment has resulted in litigation between Leviton and the Corporation, consisting of the Corporation's proceeding in Delaware in
February 1995 to compel Leviton to make additional financial and other information available to the Corporation, and of Leviton's subsequent action against the Corporation and other parties in
New York seeking damages and other relief in connection with the transaction in which the Corporation acquired its Leviton investment. The Corporation does not have and has not sought representation
on Leviton's board of directors, which would be opposed by Leviton's chief executive officer, and does not receive copies of Leviton's board minutes.

Notwithstanding
the existence of an adversarial relationship with the controlling shareholder of Leviton, the Corporation has developed relationships with certain key members of
Leviton management and believes that those relationships and other factors support management's conclusion that the Corporation has the ability to exercise significant influence over Leviton's
financial and operating policies. The Corporation owns more than 20% of Leviton's voting stock, and there are no restrictions to the Corporation's ability to exercise the attributes of ownership;
however, situations have not arisen to date in which the Corporation has had an opportunity to vote its Leviton shares in a matter that would demonstrate significant influence over Leviton's financial
and operating policies. In addition, because the Corporation is a non-family shareholder, the Corporation believes that it has a greater ability than other shareholders to challenge
actions by Leviton management that the Corporation considers adverse to shareholders' interests. Since inception, senior management responsible for Leviton's day-to-day
operations and operating and financial policies have engaged in an ongoing dialogue with the Corporation, and they have acknowledged that the Corporation's presence as a Leviton shareholder has
influenced the manner in which Leviton conducts business. Further, Leviton has taken
certain actions following discussions with the Corporation that have been consistent with the Corporation's requests and suggestions. The Corporation's equity in earnings of Leviton was less than 10%
of the fiscal 2000 consolidated pretax earnings (loss). Should the Corporation determine that it no longer has the ability to influence the operating and financial policies of Leviton, the
Corporation, in compliance with GAAP, will adopt the cost method on a prospective basis.

Page 20 of 30

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Comparison of Periods in 2001 with Periods in 2000Selected Information from Condensed Consolidated Statements of Operations

|                                     |  | Quarter Ended
July 1, 2001 |         | Quarter Ended
July 2, 2000
|------------------------------------ |  | -------------------------- | ------- | --------------------------
|
|
|Net sales                            |  | $                          | 385,444 |                           
|Gross margin                         |  |                            | 98,315  |                           
|Selling, general and administrative  |  |                            | 84,377  |                           
|Earnings (loss) from operations      |  |                            | 4,755   |                           
|Income from unconsolidated companies |  |                            | 245     |                           
|Interest expensenet                 |  |                            | (10,529 | )                         
|Loss from continuing operations      |  |                            | (5,365  | )                         
|Net earnings (loss)                  |  |                            | (5,365  | )                         

|                                     |  | Six Months Ended
July 1, 2001 |         | Six Months Ended
July 2, 2000
|------------------------------------ |  | ----------------------------- | ------- | -----------------------------
|
|
|Net sales                            |  | $                             | 782,392 |                              
|Gross margin                         |  |                               | 195,885 |                              
|Selling, general and administrative  |  |                               | 173,402 |                              
|Earnings (loss) from operations      |  |                               | 3,610   |                              
|Income from unconsolidated companies |  |                               | 3,679   |                              
|Interest expensenet                 |  |                               | (20,498 | )                            
|Loss from continuing operations      |  |                               | (10,331 | )                            
|Net earnings (loss)                  |  |                               | (10,331 | )                            

Consolidated Results

For the second fiscal quarter of 2001, the Corporation reported a loss from continuing operations of $5.4 million, or a loss per basic and diluted share
of $0.09 on sales of $385.4 million. These results compare to a loss from continuing operations of $112.7 million, or a loss per basic and diluted share of $1.94 on sales of
$403.6 million, for the same quarter in 2000.

For
the six months for 2001, the Corporation reported a loss from continuing operations of $10.3 million, or a loss per basic and diluted share of $0.18 on sales of
$782.4 million. These results compare to a loss from continuing operations of $104.1 million, or a loss per basic and diluted share of $1.79 on sales of $878.8 million, for the
same period in 2000.

For
the quarter and six months ended July 1, 2001, the consolidated net loss for the Corporation is the same as the loss from continuing operations. However, in the second
quarter 2000, the Corporation reported net earnings of $21.4 million, or $0.37 per diluted share, which included an after-tax gain on the sale of the Corporation's Electronics OEM business of
$134.1 million or $2.31 per diluted share. For the six months of 2000, the Corporation reported net earnings of $44.7 million, or $0.77 per diluted

Page 21 of 30

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share, which included the second quarter gain on sale as well as earnings from discontinued operations of $14.7 million or $0.25 per share.

Continued
softness in industrial, construction, cable TV and telecommunications markets adversely affected sales for both the current year quarter and six months. The 2000 quarter and
six months results from continuing operations included significant charges. These charges are discussed in detail in Note 6 as well as in the Corporation's Annual Report on Form 10-K for
fiscal year 2000.

The
second quarter of 2001 gross margin was $98.3 million (or 25.5% of net sales) as compared to a negative gross margin of $25.1 million for the second quarter of 2000.
The six months 2001 gross margin was $195.9 million (or 25.0% of net sales) versus $94.8 million (or 10.8% of net sales) for the same period in 2000. The prior year gross margins for the
quarter and six months were significantly influenced by a $5.7 million impairment charge on long-lived assets and the charges in the previous year in connection with management's review of
processes, controls and systems (see Note 6 in the Notes to Condensed Consolidated Financial Statements).

Selling,
general and administrative ("SG&A") expenses for the second quarter were $84.4 million, or 21.9% of sales, compared to $115.6 million, or 28.6% of sales in the
second quarter 2000. For the six-month periods, SG&A was $173.4 million and $206.9 million for 2001 and 2000, respectively. SG&A as a percentage of net sales was 22.2% as compared to
23.5% for the six-month periods 2001 and 2000, respectively, reflecting the Corporation's continuing efforts to streamline costs.

Income
from unconsolidated companies in the second quarter 2001 was $0.2 million versus $3.8 million in the second quarter 2000. For the six-month periods, income from
unconsolidated companies decreased from $9.0 million in 2000 to $3.7 million for the same 2001 period. The reductions for the quarter and six month periods were due primarily to lower
domestic operating results related to these entities.

Net
interest expense in the second quarter and six months of 2001 was down from the same periods in the prior year as a result of lower debt levels during the current year as compared
to the respective periods of the prior year.

Other
expense was $2.2 million in the current quarter period compared to $1.6 million for the prior year period. However, other expense for the six-month periods
decreased from $5.4 million for 2000 to $1.8 million for 2001. The decrease for the six-month period largely reflects the Corporation's discontinuation of the use of its asset
securitization program in the second quarter 2000 which was somewhat offset by the negative impact in the second quarter of 2001 by unfavorable foreign currency exchange.

The
Corporation's 2001 effective income tax rate for continuing operations is a benefit of 31.0% for the quarter period and six-month period. The effective income tax rate for 2000
continuing operations is a benefit of 31.1% and 34.4% for the quarter and six months, respectively.

Segment Results

Beginning in the first quarter of 2001, the Corporation began reporting its Steel Structures and HVAC businesses as separate segments. These businesses were
previously included in Other results. Information for the prior period has been restated to conform to the new basis of presentation.

Sales
in the Corporation's Electrical segment were $302.0 million for the second quarter of 2001, basically flat with the $303.2 million reported in the second quarter
of 2000. The quarter and year to date sales for the current period were adversely impacted by the continued slow down in industrial and construction markets. Segment earnings for the quarter were
$4.0 million versus a loss of $114.4 million in the year-earlier period. Year to date sales for the Electrical segment were down from $673.1 million for 2000 to
$611.7 million for 2001 reflecting primarily lower sales volumes. However, year to date

Page 22 of 30

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segment earnings for 2001 were $4.9 million versus a loss of $96.0 million for 2000. The 2000 earnings were significantly impacted by charges taken in the previous year while 2001
segment earnings were positively impacted as the result of actions taken by management to reduce manufacturing and SG&A expenses. Results in 2001 were negatively impacted by unabsorbed fixed costs
resulting from lower volume levels previously mentioned.

Sales
in the Steel Structures segment were $36.3 million for the second quarter compared to $32.5 million in the second quarter 2000. Earnings in the segment were
$5.1 million versus $3.3 million in the second quarter 2000. The year to date segment sales increased to $69.7 million for 2001 from $61.9 million for 2000. Year to date
earnings were $8.7 million for 2001 as compared to $7.3 million for 2000. The higher sales volumes are due to incremental capacity and strong demand for infrastructure to support power
grids. A favorable product mix also boosted segment earnings.

In
the Corporation's Communications segment, sales were $27.6 million, down from the $43.4 million reported in the second quarter of 2000. On a year-over-year basis,
sales were down significantly from the $90.8 million reported for the same six-month period in 2000 to $55.9 million in 2001. Previously divested and discontinued product lines accounted
for $13 million of this year to date sales decrease. Continued weak market demand for cable TV (CATV) products, telecom and CATV distributors' efforts to reduce their inventories are the
primary drivers behind reduced sales volumes. The segment recorded a loss of $2.8 million for the 2001 quarter, significantly less than the $16.6 million loss in the second quarter 2000.
The year to date segment earnings also reflected a much smaller loss of $5.9 million versus a loss of $19.3 million for the same period in the previous year. The 2000 earnings were
significantly impacted by charges taken in that year while 2001 segment earnings were positively affected by efforts made to reduce manufacturing and SG&A expenses to better match current demand
levels.

The
HVAC segment reported sales of $19.6 million for the quarter, down $5.0 million from the second quarter of last year. Year to date segment sales decreased from
$52.9 million for 2000 to $45.1 million for 2001. Sales continued to be adversely affected by changes made to a marketing program for distributors historically used by the Corporation,
as well as reduced demand for made-to-order products due to soft construction markets. The segment reported a loss of $1.3 million in the current quarter compared to earnings of
$0.8 million in the same period of 2000. The 2001 year to date segment loss was $0.4 million versus 2000 year to date segment earnings of $3.6 million. The reduction in earnings
was primarily due to lower sales volume.

Page 23 of 30

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SUPPLEMENTAL SEQUENTIAL QUARTERLY COMPARISON

While the information set forth below in this section is not required under Regulation S-K of the Securities Exchange Act of 1934, management believes the
comparison of second quarter 2001 to first quarter 2001 is a meaningful analysis for understanding the current operations of the Corporation.

Comparison of Second Quarter 2001 with First Quarter 2001Selected Information from Condensed Consolidated Statements of Operations

|                                     |  | Quarter Ended
|------------------------------------ |  | -------------
|
|
|Net sales                            |  | $            
|Gross margin                         |  |              
|Selling, general and administrative  |  |              
|Earnings (loss) from operations      |  |              
|Income from unconsolidated companies |  |              
|Interest expensenet                 |  |              
|Net loss                             |  |              

Consolidated Results

Sales for the second quarter 2001 were $385.4 million compared to $396.9 million in the first quarter 2001. The Corporation reported a net loss
of $5.4 million, or loss per share of $0.09 in the current quarter, relatively flat when compared with the $5.0 million net loss, or $0.09 loss per share in the first quarter 2001.
Continued softness in industrial, construction, cable TV and telecommunications markets adversely affected sales. Despite lower sales volumes, the Corporation improved its gross margin as a percentage
of sales to 25.5% in the second quarter 2001 from 24.6% in the preceding quarter. This increase is primarily a result of a lower cost base attained through personnel reductions and improvements from
manufacturing operating efficiencies. To date the Corporation has reduced its workforce by approximately 17%, including hourly and salaried personnel, since December 31, 2000.

SG&A
expenses for the second quarter were $84.4 million, or 21.9% of sales, compared to $89.0 million, or 22.4% of sales, in the first quarter 2001. The
quarter-over-quarter improvement is due, in part, to personnel reductions.

Income
from unconsolidated companies in the second quarter was $0.2 million versus $3.4 million in the first quarter 2001 due primarily to lower domestic operating
results related to these entities.

Net
interest expense in the second quarter 2001 was $10.5 million, compared with $10.0 million in the preceding quarter. The net quarter-over-quarter increase was
primarily due to lower levels of interest income resulting from lower market interest rates.

Segment Results

Sales in the Corporation's Electrical segment were $302.0 million for the quarter, down from $309.6 million in the first quarter 2001. Earnings
in the segment were $4.0 million versus $0.9 million in the first quarter 2001. Segment sales in the second quarter 2001 were adversely impacted by the continued slow down in industrial
and construction markets. The improvement in segment earnings from the prior quarter is primarily the results of actions taken by management to reduce manufacturing and SG&A expenses.

Sales
in the Steel Structures segment were $36.3 million for the second quarter, compared to $33.4 million in the first quarter 2001. Earnings in the segment were
$5.1 million versus $3.5 million in

Page 24 of 30

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the preceding quarter. The higher sales volumes are due to incremental capacity additions and strong demand for infrastructure to support power grids. A favorable product mix also boosted segment
earnings.

In
the Corporation's Communications segment, sales were $27.6 million, down slightly from the $28.3 million reported in the first quarter of 2001. Continued weak market
demand for cable TV (CATV) products and telecom and CATV distributors' efforts to reduce their inventories are the primary drivers behind reduced sales volumes. The segment recorded a loss of
$2.8 million for the second quarter of 2001, slightly less than the $3.1 million loss in the first quarter 2001.

The
HVAC segment reported sales of $19.6 million for the quarter, down $6.0 million from the preceding quarter. Sales continued to be adversely affected by changes made
to a marketing program for distributors historically used by the Corporation, as well as reduced demand for made-to-order products due to soft construction markets. The segment reported a loss of
$1.3 million in the current quarter compared to earnings of $1.0 million in the first quarter 2001. The reduction in earnings was primarily due to lower sales volume.

Review of Processes, Controls and Systems

As discussed in prior reports, during 2000 the Corporation's new management team began a comprehensive review of processes, controls and systems in order to
ensure their adequacy and, when appropriate, began implementing improvements.

Early
in this review, the accounts receivable function was identified as requiring significant improvement. Accordingly, the Corporation retained a nationally recognized firm to
manage its claims and collections function. The Corporation has also made significant progress in correcting technical systems issues that adversely impacted its pricing and invoicing systems during
the fourth quarter of 1999 and the first half of 2000. These systems problems were responsible, in part, for the large number of payment deductions made by customers and associated problems that
hampered the Corporation's accounts receivable collection efforts.

The
Corporation also began a program to analyze and correct deficiencies in its inventory management and control processes. Using a combination of internal resources and third-party
consultants, the Corporation completed a thorough review of inventory controls and processes. The Corporation has refined and implemented new control procedures over inventory accounting and
management.

The
Corporation is reviewing its existing capital appropriations management processes to enhance controls associated with authorization and procurement. Management began implementing
enhancements during the first quarter of 2001 and expects to be completed by year end 2001.

The
Corporation initiated a program in the first quarter of 2001 to enhance its revenue cycle processes, such as pricing quotations, order entry,
ship-from-stock-and debit, returned goods, and claims processing. Management has begun revising the Corporation's business policies and procedures, enhancing the
revenue auditing process and introducing more efficient cash management processes all in an effort to better maximize the Corporation's revenue cycle. Using a combination of internal resources and
third-party experts, management plans to complete the program by late 2001.

The
Corporation is in the process of comprehensively revising and simplifying its pricing policies. The new pricing policies are expected to be in place for fiscal 2002 activity. The
Corporation also revised the incentives offered in its Signature Service preferred customer program to ensure that the program supports profitable sales, and established tighter guidelines and
accounting controls for volume-related discount programs and other price rebates effective in 2001.

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To address the Corporation's high freight costs, primarily as a result of inefficiencies and overly generous shipping policies, management revised the Corporation's freight policies
to make them comparable to, and competitive with, the Corporation's electrical components industry peers. As part of this effort, the Corporation began in the third quarter of 2000 to consolidate
shipments to customers in several key regional markets. Consolidating customer shipments reduces costs and simplifies the customer's receipt of materials.

The
Corporation is also exploring alternatives to make its distribution and warehouse operations more cost effective. Distribution costs are high due to inefficiencies and excess
warehouse capacity. Management expects to see gradual improvements in its distribution costs mainly in 2002.

Improvements
in all of the areas discussed above will require time to refine and fully implement, while other areas continue to undergo review. Until these reviews are completed, and
improvements fully implemented and refined, the Corporation's results of operations and financial position may continue to be impacted by the Corporation's existing business practices, processes,
systems and controls.

FINANCIAL CONDITION

Liquidity and Capital Resources

Net cash provided by operating activities was $33.6 million for the first six months of 2001 as compared to net cash used by operating activities of
$283.5 million for the same 2000 period. Working capital as of July 1, 2001 was $530.1 million compared with $549.3 million as of December 31, 2000. Accounts
receivable decreased by 19.8% from December 31, 2000 in part due to the Corporation's continued success in improving its collections. Lower sales volume was also a factor. Days Sales
Outstanding (DSO) has continued to improve in the second quarter of 2001 and has been reduced by more than one-third since the end of the second quarter 2000 when the Corporation began a comprehensive
program to resolve issues that lead to high levels of accounts receivable. Inventory levels as of July 1, 2001 were approximately $15 million lower than December 31, 2000. The
Corporation's ability to continue to reduce inventories, even in the face of lower sales volumes, illustrates its commitment to tightly manage its inventory.

Net
cash used by investing activities for the first six months of 2001 was $5.6 million as compared to net cash used by investing activities of $25.4 million for the
first six months of 2000. Year to date capital expenditures for 2001 totaled $19.3 million, down from $36.6 million of expenditures, in the same period of 2000. Capital expenditures for
the year are expected to be $40-$45 million for 2001, as compared to $69 million for 2000. Depreciation and amortization are expected to be in the $80 million range in 2001, as
compared to $95 million in 2000.

Net
cash used by financing activities was $53.0 million for the 2001 six-month period as compared to net cash provided by financing activities of $217.3 million for the
same 2000 period. Dividends paid during the first six months of 2001 totaled $32.5 million for dividends declared in the fourth quarter of 2000 and the first quarter 2001. During July 2001, the
Corporation paid dividends of $16.3 million declared in the second quarter 2001. On July 24, 2001, the Corporation's Board of Directors approved a change in the Corporation's current
dividend paying practices and approved a policy under which the Corporation will retain its future earnings to fund the strengthening, 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 but this policy is subject to change. 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 at the time.

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As of July 1, 2001, net debt (total debt net of all cash, cash equivalents and marketable securities) increased by $10.5 million compared with December 31, 2000.
Significant factors contributing to this net increase were the payment of $12 million in corporate severance that was accrued as of year end 2000 and the aforementioned dividends paid. During
the quarter, the Corporation had two revolving credit agreements totaling $400 million in commitments from a group of domestic and foreign banks, under which $200 million was available
through June 2003 (the "Five-Year Facility") and $200 million was available through June 2001 (the "364-day Facility"). At the end of June 2001, the Corporation allowed
the 364-day Facility to expire by its terms. This facility was used for back-up liquidity purposes; however, given the Corporation's current cash position, management does not expect to need the
facility in the foreseeable future.

There
are two restrictive financial covenant provisions contained in the Five-Year Facility. The Corporation must maintain a specified ratio of operating cash flow, as defined, to
consolidated debt and a specified ratio of consolidated debt to equity. If the Corporation fails to meet its financial covenant provisions, cross-acceleration provisions in certain of the debt
agreements could be invoked. The Corporation did not satisfy a ratio of operating cash flow, as defined, under the Five-Year Facility at the end of the second fiscal quarter of 2001. Therefore, on
July 1, 2001, the Corporation entered into a waiver and amendment to the Five-Year Facility that, among other things, waives until September 28, 2001 compliance with the operating cash
flow covenant, reduces the size of such facility to $150 million, increases the interest rates and provides to the bank group a security interest in the Corporation's accounts receivable,
inventory and equipment. At the end of the second quarter, there was no debt outstanding under the Five-Year Facility and management does not expect to borrow under this facility in the foreseeable
future. The Corporation is currently in discussions with the bank group to reduce by $50 million the amount of credit available and amend the term of the Five-Year Facility to June 2002.
Management expects to execute an amended credit agreement before the current waiver expires.

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. Management
expects any future borrowings may be at higher rates or on more stringent terms. Management believes that existing cash balances, cash generated from operations and external financial resources will
be sufficient to meet the Corporation's operating and capital needs for the foreseeable future.

Outlook

Management believes that the quarter-to-quarter improvement in collections, lower inventory levels, expense reductions and lower net debt demonstrates
significant progress towards resolving the issues previously affecting the Corporation's performance. Subject to unforeseen change in the general economy, management expects to continue to reduce
costs, as well as improve operating efficiencies and performance levels even in the face of a weak economic climate. The elimination of common stock dividends will provide further financial
flexibility in this regard.

Impact of Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 141,Business
Combinations, and Statement No. 142,Goodwill and Other Intangible Assets. Statement 141 requires that the
purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001.
Statement 141 also specifies criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an
assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually in accordance with the provisions of Statement 142.

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Statement 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for
impairment in accordance with FAS Statement No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of.

The
Corporation is required to adopt the provisions of Statement 141 immediately and Statement 142 effective January 1, 2002. Furthermore, goodwill and intangible
assets determined to have an indefinite useful life acquired in a purchase business combination completed after June 30, 2001, but before Statement 142 is adopted in full will not be
amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 accounting literature. Goodwill and intangible assets acquired in business
combinations completed before July 1, 2001 will continue to be amortized and tested for impairment in accordance with the appropriate pre-Statement 142 accounting requirements prior to
the adoption of Statement 142.

Statement 141
will require upon adoption of Statement 142, that the Corporation evaluate its existing intangible assets and goodwill that were acquired in a prior
purchase business combination, and to make any necessary reclassifications in order to conform with the new criteria in Statement 141 for recognition apart from goodwill. Upon adoption of
Statement 142, the Corporation will be required to reassess the useful lives and residual values of all intangible assets acquired, and make any necessary amortization period adjustments by the
end of the first interim period after adoption. In addition, to the extent an intangible asset is identified as having an indefinite useful life, the Corporation will be required to test the
intangible asset for impairment in accordance with the provisions of Statement 142 within the first interim period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the first interim period.

In
connection with Statement 142's transitional goodwill impairment evaluation, the Statement will require the Corporation to perform an assessment of whether there is an
indication that goodwill and equity-method goodwill is impaired as of the date of adoption. To accomplish this, the Corporation must identify its reporting units and determine the carrying value of
each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of the date of adoption. The Corporation will then have
up to six months from the date of adoption to determine the fair value of each reporting unit and compare it to the reporting unit's carrying amount. To the extent a reporting unit's carrying amount
exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Corporation must perform the second step of the transitional impairment test. In the second
step, the Corporation must compare the implied fair value of the reporting unit's goodwill, determined by allocating the reporting unit's fair value to all of its assets (recognized and unrecognized)
and liabilities in a manner similar to a purchase price allocation in accordance with Statement 141, to its carrying amount, both of which would be measured as of the date of adoption. This
second step is required to be completed as soon as possible, but no later than
the end of the year of adoption. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Corporation's statement of earnings.

As
of the date of adoption, the Corporation expects to have unamortized goodwill in the amount of approximately $503 million and unamortized identifiable intangible assets in
the amount of approximately $11 million, all of which will be subject to the transition provisions of Statements 141 and 142. Amortization expense related to goodwill was approximately
$15 million and $8 million for the year ended December 31, 2000 and the six months ended July 1, 2001, respectively.

Because
of the extensive effort needed to comply with adopting Statements 141 and 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the
Corporation's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting
principle.

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Also in July 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations. That standard requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity will capitalize a cost by increasing the carrying amount of the related long-lived
asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The standard is effective for fiscal years beginning after June 15, 2002, with earlier
adoption permitted. The Corporation has not yet determined the impact, if any, of adopting this standard.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the period ended July 1, 2001, 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 year ended December 31, 2000.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 9, "Contingencies," to the condensed consolidated financial statements included herein.

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

The matters which were voted upon at the Registrant's Annual Meeting of Shareholders held on May 2, 2001, and the results of the voting are set forth
below:

1.

Nominees for Director

For

WithheldErnest H. Drew

51,343,563

665,377T. Kevin Dunnigan

51,350,854

658,086Jeananne K. Hauswald

51,347,779

661,161Dean Jernigan

51,342,120

666,820Ronald B. Kalich, Sr.

51,339,281

669,659Robert A. Kenkel

51,336,937

672,003Kenneth R. Masterson

51,345,724

663,216Jean-Paul Richard

51,346,457

662,483Jerre L. Stead

51,347,228

661,712William H. Waltrip

51,337,408

671,5322.

A proposal to ratify the appointment of KPMG LLP as independent public accountants received 51,370,859 votes "for" and 450,706 votes "against", with 187,375 abstentions and zero broker non-votes.


Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K



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THOMAS & BETTS CORPORATION

SIGNATURE

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

|                      |  | THOMAS & BETTS CORPORATION
(Registrant)
/s/JOHN P. MURPHY                                                                      
|--------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|DATE: August 15, 2001 |  | John P. Murphy
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)

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