##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended June 29,
    2003.                                               
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from            to                                                

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


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

(901) 252-5000

(Registrants telephone number, including area code)


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

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

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

|                             |  |                    |            | 
|---------------------------- |  | ------------------ | ---------- | 
|                             |  | Outstanding Shares
|Title of Each Class          |  | at August 4, 2003 
|                             |  |                   
|Common Stock, $.10 par value |  |                    | 58,466,122 | 



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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                    
|                                                  | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                  |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                  |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                  |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                  |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                  | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                       
|                                                  | Item 1. Legal Proceedings                                                                    
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                  | Item 5. Other Information                                                                    
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                        
|EXHIBIT INDEX                                    
|EX-10.1 Amendment to Credit & Security Agreement 
|EX-10.2 Termination Letter                       
|EX-10.3 Credit Agreement                         
|EX-10.4 Security Agreement                       
|EX-12 Computation of Ratio of Earnings to Charges
|EX-31.1 Certification Pursuant to Section 302    
|EX-31.2 Certification Pursuant to Section 302    
|EX-32 Certification Pursuant to Section 906      



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                              |  |                                                                                           |                                                                                                                               |      |    |   | 
|----------------------------- |  | ----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                              |  |                                                                                           |                                                                                                                               | Page
|                              |  |                                                                                           |                                                                                                                               |     
|PART I. FINANCIAL INFORMATION |  |                                                                                           |                                                                                                                               |     
|ITEM 1.                       |  | Financial Statements:                                                                     |                                                                                                                               |      |    |  
|                              |  |                                                                                           | Condensed Consolidated Statements of Operations
    for the Quarters and Six Months Ended June 29, 2003 and
    June 30, 2002 |      |    | 2 | 
|                              |  |                                                                                           | Condensed Consolidated Balance Sheets as of
    June 29, 2003 and December 29, 2002                                           |      |    | 3 | 
|                              |  |                                                                                           | Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 29, 2003 and June 30,
    2002              |      |    | 4 | 
|                              |  |                                                                                           | Notes to Condensed Consolidated Financial
    Statements                                                                      |      |    | 5 | 
|ITEM 2.                       |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |                                                                                                                               |      | 15 |  
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About
    Market Risk                            |                                                                                                                               |      | 24 |  
|ITEM 4.                       |  | Controls and Procedures                                                                   |                                                                                                                               |      | 25 |  
|PART II. OTHER INFORMATION    |  |                                                                                           |                                                                                                                               |     
|ITEM 1.                       |  | Legal Proceedings                                                                         |                                                                                                                               |      | 26 |  
|ITEM 4.                       |  | Submission of Matters to a Vote of Security
    Holders                                   |                                                                                                                               |      | 26 |  
|ITEM 5.                       |  | Other Information                                                                         |                                                                                                                               |      | 27 |  
|ITEM 6.                       |  | Exhibits and Reports on Form 8-K                                                          |                                                                                                                               |      | 27 |  
|Signature                     |  |                                                                                           | 28                                                                                                                            |     
|Exhibit Index                 |  |                                                                                           | 29                                                                                                                            |     

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1.     FINANCIAL
STATEMENTS

THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share data)


(Unaudited)


|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |         |  
|-------------------------------------------------- | ------------------------------------------------------------------------ | ------------- | ------- | ---------------- |  | -------- | ------- | -------- | - | - | ------- | ------- |  | - | ------- | ------- | -
|                                                   |                                                                          |               |         |                 
|                                                   |                                                                          | Quarter Ended |         | Six Months Ended
|                                                   |                                                                          |               |         |                 
|                                                   |                                                                          | June 29,      |         | June 30,         |  | June 29, |         | June 30,
|                                                   |                                                                          | 2003          |         | 2002             |  | 2003     |         | 2002    
|                                                   |                                                                          |               |         |                  |  |          |         |         
|Net sales                                          |                                                                          | $             | 322,661 |                  |  | $        | 341,279 |          |   | $ | 634,143 |         |  | $ | 683,330 |        
|Cost of sales                                      |                                                                          |               | 239,182 |                  |  |          | 263,780 |          |   |   | 465,588 |         |  |   | 522,052 |        
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Gross margin                                                             |               |         | 83,479           |  |          |         | 77,499   |   |   |         | 168,555 |  |   |         | 161,278 |  
|Selling, general and administrative                |                                                                          |               | 68,618  |                  |  |          | 73,809  |          |   |   | 141,550 |         |  |   | 146,405 |        
|Provision (recovery)  restructured
    operations |                                                                          |               |        |                  |  |          | 361     |          |   |   |        |         |  |   | 1,626   |        
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Earnings (loss) from operations                                          |               |         | 14,861           |  |          |         | 3,329    |   |   |         | 27,005  |  |   |         | 13,247  |  
|Income from unconsolidated companies               |                                                                          |               | 558     |                  |  |          | 398     |          |   |   | 1,412   |         |  |   | 1,100   |        
|Interest expense  net                             |                                                                          |               | (9,139  | )                |  |          | (7,581  | )        |   |   | (17,419 | )       |  |   | (18,480 | )      
|Other (expense) income  net                       |                                                                          |               | 232     |                  |  |          | 1,200   |          |   |   | (371    | )       |  |   | 441     |        
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Earnings (loss) before income taxes                                      |               |         | 6,512            |  |          |         | (2,654   | ) |   |         | 10,627  |  |   |         | (3,692  | )
|Income tax provision (benefit)                     |                                                                          |               | (242    | )                |  |          | (3,023  | )        |   |   | (1,131  | )       |  |   | 7,586   |        
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               |         | 6,754            |  |          |         | 369      |   |   |         | 11,758  |  |   |         | (11,278 | )
|Cumulative effect of an accounting change          |                                                                          |               |        |                  |  |          |        |          |   |   |        |         |  |   | (44,815 | )      
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|Net earnings (loss)                                |                                                                          | $             | 6,754   |                  |  | $        | 369     |          |   | $ | 11,758  |         |  | $ | (56,093 | )      
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|Basic earnings (loss) per share:                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.12             |  |          | $       | 0.01     |   |   | $       | 0.20    |  |   | $       | (0.19   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |                 |  |          |         |         |   |   |         |        |  |   |         | (0.77   | )
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.12             |  |          | $       | 0.01     |   |   | $       | 0.20    |  |   | $       | (0.96   | )
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|Diluted earnings (loss) per share:                 |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Net earnings (loss) before cumulative effect of
    an accounting change |               | $       | 0.12             |  |          | $       | 0.01     |   |   | $       | 0.20    |  |   | $       | (0.19   | )
|                                                   | Cumulative effect of an accounting change                                |               |         |                 |  |          |         |         |   |   |         |        |  |   |         | (0.77   | )
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Net earnings (loss)                                                      |               | $       | 0.12             |  |          | $       | 0.01     |   |   | $       | 0.20    |  |   | $       | (0.96   | )
|                                                   |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|Average shares outstanding:                        |                                                                          |               |         |                  |  |          |         |          |   |   |         |         |  |   |         |        
|                                                   | Basic                                                                    |               |         | 58,461           |  |          |         | 58,292   |   |   |         | 58,412  |  |   |         | 58,253  |  
|                                                   | Diluted                                                                  |               |         | 58,463           |  |          |         | 58,459   |   |   |         | 58,416  |  |   |         | 58,253  |  

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

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                        |                 |           |              |         |   |           |          |        | 
|------------------------------------------ | -------------------------------------- | --------------- | --------- | ------------ | ------- | - | --------- | -------- | ------ | 
|                                           |                                        | June 29,        |           | December 29,
|                                           |                                        | 2003            |           | 2002        
|                                           |                                        |                 |           |             
|ASSETS                                    
|Current Assets                             |                                        |                 |           |              |         |   |           |         
|                                           | Cash and cash equivalents              |                 | $         | 275,506      |         |   | $         | 177,994  |       
|                                           | Marketable securities                  |                 |           | 22,299       |         |   |           | 65,863   |       
|                                           | Receivables  net                      |                 |           | 185,537      |         |   |           | 161,091  |       
|                                           | Inventories:                           |                 |           |              |         |   |           |          |       
|                                           |                                        | Finished goods  |           |              | 104,196 |   |           |          | 90,325 | 
|                                           |                                        | Work-in-process |           |              | 31,247  |   |           |          | 22,059 | 
|                                           |                                        | Raw materials   |           |              | 68,604  |   |           |          | 69,898 | 
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Total inventories                      |                 |           | 204,047      |         |   |           | 182,282  |       
|                                           |                                        |                 |           |              |         |   |           |         
|                                           | Deferred income taxes                  |                 |           | 63,836       |         |   |           | 64,423   |       
|                                           | Prepaid expenses                       |                 |           | 9,508        |         |   |           | 12,895   |       
|                                           | Assets held for sale                   |                 |           |             |         |   |           | 40,383   |       
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Assets                       |                                        |                 | 760,733   |              |         |   | 704,931   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Property, plant and equipment              |                                        |                 |           |              |         |   |           |         
|                                           | Land                                   |                 |           | 15,624       |         |   |           | 14,447   |       
|                                           | Buildings                              |                 |           | 173,148      |         |   |           | 150,815  |       
|                                           | Machinery & equipment                  |                 |           | 586,759      |         |   |           | 509,839  |       
|                                           | Construction-in-progress               |                 |           | 15,649       |         |   |           | 9,601    |       
|                                           |                                        |                 |           |              |         |   |           |         
|                                           |                                        |                 | 791,180   |              |         |   | 684,702   |         
|                                           | Less accumulated depreciation          |                 |           | (478,384     | )       |   |           | (397,287 | )     
|                                           |                                        |                 |           |              |         |   |           |         
|Net property, plant and equipment          |                                        |                 | 312,796   |              |         |   | 287,415   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Goodwill  net                             |                                        |                 | 447,645   |              |         |   | 437,175   |         
|Investments in unconsolidated companies    |                                        |                 | 122,421   |              |         |   | 121,575   |         
|Deferred income taxes                      |                                        |                 | 45,511    |              |         |   | 36,414    |         
|Other assets                               |                                        |                 | 40,631    |              |         |   | 32,246    |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Assets                               |                                        | $               | 1,729,737 |              |         | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |         |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                        |                 |           |              |         |   |           |         
|                                           | Current maturities of long-term debt   |                 | $         | 127,872      |         |   | $         | 65,126   |       
|                                           | Accounts payable                       |                 |           | 110,604      |         |   |           | 109,479  |       
|                                           | Accrued liabilities                    |                 |           | 107,940      |         |   |           | 113,406  |       
|                                           | Income taxes payable                   |                 |           | 4,692        |         |   |           | 9,148    |       
|                                           |                                        |                 |           |              |         |   |           |         
|Total Current Liabilities                  |                                        |                 | 351,108   |              |         |   | 297,159   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Long-Term Liabilities                      |                                        |                 |           |              |         |   |           |         
|                                           | Long-term debt                         |                 |           | 565,610      |         |   |           | 559,982  |       
|                                           | Other long-term liabilities            |                 |           | 143,495      |         |   |           | 138,479  |       
|Shareholders Equity                       |                                        |                 |           |              |         |   |           |         
|                                           | Common stock                           |                 |           | 5,847        |         |   |           | 5,830    |       
|                                           | Additional paid-in capital             |                 |           | 345,751      |         |   |           | 342,911  |       
|                                           | Retained earnings                      |                 |           | 405,933      |         |   |           | 394,175  |       
|                                           | Unearned compensation-restricted stock |                 |           | (4,395       | )       |   |           | (2,914   | )     
|                                           | Accumulated other comprehensive income |                 |           | (83,612      | )       |   |           | (115,866 | )     
|                                           |                                        |                 |           |              |         |   |           |         
|Total Shareholders Equity                 |                                        |                 | 669,524   |              |         |   | 624,136   |         
|                                           |                                        |                 |           |              |         |   |           |         
|Total Liabilities and Shareholders Equity |                                        | $               | 1,729,737 |              |         | $ | 1,619,756 |         
|                                           |                                        |                 |           |              |         |   |           |         

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

3



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)


|                                                                            |                                                          |                      |        |          |         |   |         |         |         |  
|--------------------------------------------------------------------------- | -------------------------------------------------------- | -------------------- | ------ | -------- | ------- | - | ------- | ------- | ------- | -
|                                                                            |                                                          |                     
|                                                                            |                                                          | Six Months Ended    
|                                                                            |                                                          |                     
|                                                                            |                                                          | June 29,             |        | June 30,
|                                                                            |                                                          | 2003                 |        | 2002    
|                                                                            |                                                          |                      |        |         
|Cash Flows from Operating Activities:                                       |                                                          |                      |        |          |         |   |         |        
|Net earnings (loss)                                                         |                                                          | $                    | 11,758 |          |         | $ | (56,093 | )      
|                                                                            | Cumulative effect of an accounting change                |                      |        |         |         |   |         | 44,815  |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Net earnings (loss) before cumulative effective
    of an accounting change |                                                          |                      | 11,758 |          |         |   | (11,278 | )      
|Adjustments:                                                                |                                                          |                      |        |          |         |   |         |        
|                                                                            | Depreciation and amortization                            |                      |        | 25,523   |         |   |         | 26,269  |        
|                                                                            | Provision (recovery)  restructured
    operations       |                      |        |         |         |   |         | 1,626   |        
|                                                                            | Undistributed earnings from unconsolidated
    companies |                      |        | (1,412   | )       |   |         | (1,100  | )      
|                                                                            | Mark-to-market adjustment for derivative
    instruments |                      |        | 47       |         |   |         | (981    | )      
|                                                                            | (Gain) loss on sale of property, plant and
    equipment |                      |        | 261      |         |   |         | (998    | )      
|                                                                            | Deferred income taxes                                    |                      |        | (9,008   | )       |   |         | 55,058  |        
|                                                                            | Changes in operating assets and
    liabilities  net:   |                      |        |          |         |   |         |         |        
|                                                                            |                                                          | Receivables          |        |          | (16,611 | ) |         |         | (2,060  | )
|                                                                            |                                                          | Inventories          |        |          | (2,493  | ) |         |         | 9,469   |  
|                                                                            |                                                          | Accounts payable     |        |          | (2,956  | ) |         |         | 2,707   |  
|                                                                            |                                                          | Accrued liabilities  |        |          | (9,166  | ) |         |         | (51,559 | )
|                                                                            |                                                          | Income taxes payable |        |          | (5,025  | ) |         |         | (11,796 | )
|                                                                            |                                                          | Other                |        |          | 2,630   |   |         |         | 11,124  |  
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Net cash provided by (used in) operating
    activities                     |                                                          |                      | (6,452 | )        |         |   | 26,481  |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Cash Flows from Investing Activities:                                       |                                                          |                      |        |          |         |   |         |        
|                                                                            | Purchases of property, plant and equipment               |                      |        | (14,289  | )       |   |         | (11,903 | )      
|                                                                            | Proceeds from sale of property, plant and
    equipment  |                      |        | 234      |         |   |         | 1,726   |        
|                                                                            | Marketable securities acquired                           |                      |        | (30,941  | )       |   |         | (43,275 | )      
|                                                                            | Proceeds from matured marketable securities              |                      |        | 79,067   |         |   |         | 1,976   |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Net cash provided by (used in) investing
    activities                     |                                                          |                      | 34,071 |          |         |   | (51,476 | )      
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Cash Flows from Financing Activities:                                       |                                                          |                      |        |          |         |   |         |        
|                                                                            | Proceeds from long-term debt and other borrowings        |                      |        | 125,191  |         |   |         |        |        
|                                                                            | Repayment of long-term debt and other borrowings         |                      |        | (63,535  | )       |   |         | (7,976  | )      
|                                                                            | Stock options exercised                                  |                      |        |         |         |   |         | 248     |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Net cash provided by (used in) financing
    activities                     |                                                          |                      | 61,656 |          |         |   | (7,728  | )      
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Effect of exchange-rate changes on cash                                     |                                                          |                      | 8,237  |          |         |   | 3,454   |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|                                                                            | Net increase (decrease) in cash and cash
    equivalents |                      |        | 97,512   |         |   |         | (29,269 | )      
|                                                                            | Cash and cash equivalents  beginning
    of period      |                      |        | 177,994  |         |   |         | 234,843 |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|                                                                            | Cash and cash equivalents  end of
    period            |                      | $      | 275,506  |         |   | $       | 205,574 |        
|                                                                            |                                                          |                      |        |          |         |   |         |        
|Cash payments for interest                                                  |                                                          | $                    | 20,066 |          |         | $ | 23,488  |        
|Cash payments for income taxes                                              |                                                          | $                    | 10,710 |          |         | $ | (39,400 | )      

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

4



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES






NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




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

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

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

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



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

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

|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |        |  
|------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ------------- | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------ | ------ |  | - | ------- | ------ | -
|                                                                         |                                                                          |               |        |                 
|                                                                         |                                                                          | Quarter Ended |        | Six Months Ended
|                                                                         |                                                                          |               |        |                 
|                                                                         |                                                                          | June 29,      |        | June 30,         |  | June 29, |        | June 30,
|                                                                         |                                                                          | 2003          |        | 2002             |  | 2003     |        | 2002    
|(In thousands, except per share data)                                    |                                                                          |               |        |                  |  |          |        |         
|Net earnings (loss) before cumulative effect of
    an accounting change |                                                                          | $             | 6,754  |                  |  | $        | 369    |          |  | $ | 11,758 |        |  | $ | (11,278 | )     
|Cumulative effect of an accounting change                                |                                                                          |               |       |                  |  |          |       |          |  |   |       |        |  |   | (44,815 | )     
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|Net earnings (loss)                                                      |                                                                          | $             | 6,754  |                  |  | $        | 369    |          |  | $ | 11,758 |        |  | $ | (56,093 | )     
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|Basic shares:                                                            |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Average shares outstanding                                               |               |        | 58,461           |  |          |        | 58,292   |  |   |        | 58,412 |  |   |         | 58,253 |  
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|Basic earnings (loss) per share:                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss) before cumulative effect of
    an accounting change |               | $      | 0.12             |  |          | $      | 0.01     |  |   | $      | 0.20   |  |   | $       | (0.19  | )
|                                                                         | Cumulative effect of an accounting change                                |               |        |                 |  |          |        |         |  |   |        |       |  |   |         | (0.77  | )
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss)                                                      |               | $      | 0.12             |  |          | $      | 0.01     |  |   | $      | 0.20   |  |   | $       | (0.96  | )
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|Diluted shares:                                                          |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Average shares outstanding                                               |               |        | 58,461           |  |          |        | 58,292   |  |   |        | 58,412 |  |   |         | 58,253 |  
|                                                                         | Additional shares from the assumed exercise of
    stock options         |               |        | 2                |  |          |        | 167      |  |   |        | 4      |  |   |         |       |  
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         |                                                                          |               | 58,463 |                  |  |          | 58,459 |          |  |   | 58,416 |        |  |   | 58,253  |       
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|Diluted earnings (loss) per share:                                       |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss) before cumulative effect of
    an accounting change |               | $      | 0.12             |  |          | $      | 0.01     |  |   | $      | 0.20   |  |   | $       | (0.19  | )
|                                                                         | Cumulative effect of an accounting change                                |               |        |                 |  |          |        |         |  |   |        |       |  |   |         | (0.77  | )
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       
|                                                                         | Net earnings (loss)                                                      |               | $      | 0.12             |  |          | $      | 0.01     |  |   | $      | 0.20   |  |   | $       | (0.96  | )
|                                                                         |                                                                          |               |        |                  |  |          |        |          |  |   |        |        |  |   |         |       

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

Due to the net loss for the six months ended June 30, 2002,
the assumed net exercise of stock options in that period was
excluded, as the effect would have been anti-dilutive. Options
for shares of Common Stock that were excluded because of their
anti-dilutive effect were 5.7 million and 2.4 million
shares for the second quarter of 2003 and 2002, respectively,
and 5.6 million and 3.7 million shares for the first
six months of 2003 and 2002, respectively.



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

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

|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |         |       |  
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ----- | ---------------- | ---- | -------- | --- | -------- | ----- | - | ------ | ------ | ---- | - | ------- | ------- | ----- | -
|                                      |                                                                                                                                                       |                       |       |                 
|                                      |                                                                                                                                                       | Quarter Ended         |       | Six Months Ended
|                                      |                                                                                                                                                       |                       |       |                 
|                                      |                                                                                                                                                       | June 29,              |       | June 30,         |      | June 29, |     | June 30,
|                                      |                                                                                                                                                       | 2003                  |       | 2002             |      | 2003     |     | 2002    
|(In thousands, except per share data) |                                                                                                                                                       |                       |       |                  |      |          |     |         
|Net earnings (loss), as reported      |                                                                                                                                                       | $                     | 6,754 |                  |      | $        | 369 |          |       | $ | 11,758 |        |      | $ | (56,093 | )      
|                                      | Deduct total incremental stock-based compensation
    expense determined under fair-value-based method for all awards,
    net of related tax effects |                       |       | (1,333           | )    |          |     | (1,368   | )     |   |        | (2,422 | )    |   |         | (2,458  | )    
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        
|                                      | Proforma net earnings (loss)                                                                                                                          |                       | $     | 5,421            |      |          | $   | (999     | )     |   | $      | 9,336  |      |   | $       | (58,551 | )    
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        
|                                      | Earnings (loss) per share:                                                                                                                            |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |         |      
|                                      |                                                                                                                                                       | Basic  as reported   |       | $                | 0.12 |          |     | $        | 0.01  |   |        | $      | 0.20 |   |         | $       | (0.96 | )
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        
|                                      |                                                                                                                                                       | Basic  proforma      |       | $                | 0.09 |          |     | $        | (0.02 | ) |        | $      | 0.16 |   |         | $       | (1.01 | )
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        
|                                      |                                                                                                                                                       | Diluted  as reported |       | $                | 0.12 |          |     | $        | 0.01  |   |        | $      | 0.20 |   |         | $       | (0.96 | )
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        
|                                      |                                                                                                                                                       | Diluted  proforma    |       | $                | 0.09 |          |     | $        | (0.02 | ) |        | $      | 0.16 |   |         | $       | (1.01 | )
|                                      |                                                                                                                                                       |                       |       |                  |      |          |     |          |       |   |        |        |      |   |         |        

A valuation using the fair-value-based accounting method has
been made for stock options issued in the quarters and six
months ended June 29, 2003 and June 30, 2002. That
valuation was performed using the Black-Scholes option-pricing
model.



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

The Corporations income tax benefit of $0.2 million
in the second quarter 2003 reflects a $2.0 million tax
benefit resulting from the favorable completion of a foreign tax
audit and a corresponding reduction in worldwide tax exposures.
Also, the Corporations income tax benefit of
$1.1 million for the first six months of 2003 reflects a
$2.0 million tax benefit recorded in the first quarter 2003
from the favorable completion of a domestic tax audit and a
corresponding reduction in U.S. tax exposure.

In the second quarter 2002, the Corporation recorded a tax
benefit of $2.2 million as a result of the favorable
completion of several tax audits and a reduction of worldwide tax

6



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

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

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of June 29, 2003, will be sufficient
to realize the recorded deferred tax assets, net of existing
valuation allowances at June 29, 2003. Management considers
the scheduled reversal of deferred tax liabilities, projected
future taxable income and tax planning strategies in making this
assessment. Projected future taxable income is based on
managements forecast of the operating results of the
Corporation, and there can be no assurance that such results
will be achieved. Management periodically reviews such forecasts
in comparison with actual results and expected trends.
Management has identified certain tax planning strategies that
it could utilize to avoid the loss carryforwards expiring prior
to their realization. These tax planning strategies include
primarily sales of non-core assets. In the event management
determines that sufficient future taxable income, in light of
tax planning strategies, may not be generated to fully realize
the net deferred tax assets, the Corporation will increase the
valuation allowance by a charge to income tax expense in the
period of such determination. Additionally, if events change in
subsequent periods which indicate that a previously recorded
valuation allowance is no longer needed, the Corporation will
decrease the valuation allowance by providing an income tax
benefit in the period of such determination.



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

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

|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |         |  
|---------------------------------------- |  | ------------- | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------ | - |  | - | ------- | -
|                                         |  |               |        |                 
|                                         |  | Quarter Ended |        | Six Months Ended
|                                         |  |               |        |                 
|                                         |  | June 29,      |        | June 30,         |  | June 29, |        | June 30,
|                                         |  | 2003          |        | 2002             |  | 2003     |        | 2002    
|(In thousands)                           |  |               |        |                  |  |          |        |         
|Net income (loss)                        |  | $             | 6,754  |                  |  | $        | 369    |          |  | $ | 11,758 |   |  | $ | (56,093 | )
|Foreign currency translation adjustments |  |               | 23,034 |                  |  |          | 11,091 |          |  |   | 32,360 |   |  |   | 10,758  |  
|Unrealized gains (losses) on securities  |  |               | (55    | )                |  |          | (52    | )        |  |   | (106   | ) |  |   | (92     | )
|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |         |  
|Comprehensive income (loss)              |  | $             | 29,733 |                  |  | $        | 11,408 |          |  | $ | 44,012 |   |  | $ | (45,427 | )
|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |         |  

7



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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



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

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



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

The Corporation is exposed to risk from fluctuating prices for
certain materials used to manufacture its products, such as:
steel, aluminum, zinc, copper, resins and rubber compounds. At
times, some of the risk associated with usage of copper, zinc
and aluminum is mitigated through the use of futures contracts
that fix the price the Corporation will pay for a commodity.
Commodities futures contracts utilized by the Corporation have
not previously been designated as hedging instruments and do not
qualify for hedge accounting treatment under the provisions of
SFAS No. 133 and SFAS No. 138.
Mark-to-market gains and losses for commodities futures are
recorded in cost of sales. As of June 29, 2003, the
Corporation had outstanding commodities futures contracts of
$2.5 million. As of December 29, 2002, the Corporation
had no outstanding commodities futures contracts. Cost of sales
for the quarters ended June 29, 2003 and June 30, 2002
each reflected a gain of $0.1 million, related to the
mark-to-market adjustments for commodities futures contracts.
Cost of sales for the six months ended June 29, 2003 and
June 30, 2002 reflect no effect and a gain of
$1.0 million, respectively, related to the mark-to-market
adjustments for commodities futures contracts.



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

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



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

In September 2002, the Corporation entered into interest rate
swap agreements (interest swaps) that effectively
converted $250 million notional amount of debt from a fixed
interest rate to a floating interest rate based on a six-month
average of LIBOR plus the applicable spread.

In addition in June 2003, the Corporation replaced the
$83.3 million interest rate swap agreement relating to the
debt securities maturing in 2006 with new interest rate swap
agreements for the same notional amount maturing primarily in
2013, the term of the $125 million senior unsecured notes
due June 2013 (see Note 7). The approximately
$3 million received by the Corporation from closing its
previous position will reduce the future effective interest rate
of the underlying debt instrument. The new interest rate swap
agreements effectively

8



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

converted $83.3 million notional amount of debt from a
fixed interest rate to a floating interest rate based on a
six-month average of LIBOR plus the applicable spread.

The Corporations interest rate swaps qualify for the
short-cut method of accounting for a fair value hedge under
SFAS No. 133. The amount to be paid or received under
the interest rate swap agreement is recorded as a component of
net interest expense. The in-the-money fair value of the
interest swaps totaled $7.0 million and $3.1 million
at June 29, 2003 and December 29, 2002, respectively,
and is classified in other long-term assets, with an off-setting
increase in the fair value of debt hedged reflected in the
applicable debt balance. As of June 29, 2003, the
Corporation had interest rate swap agreements totaling a
notional amount of $250 million with approximately
one-third maturing in each of the years 2008, 2009 and 2013. Net
interest expense for the quarter and six months ended
June 29, 2003 reflects a benefit of $1.5 million and
$3.0 million, respectively, associated with these interest
rate swap agreements.



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

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

|                                                                       |  |          |         |              |  |   |         | 
|---------------------------------------------------------------------- |  | -------- | ------- | ------------ |  | - | ------- | 
|                                                                       |  | June 29, |         | December 29,
|                                                                       |  | 2003     |         | 2002        
|(In thousands)                                                         |  |          |         |             
|Notes payable (See Note 6 regarding interest
    rate swap agreements) |  | $        | 679,195 |              |  | $ | 607,660 | 
|Non-U.S. borrowings                                                    |  |          | 5,808   |              |  |   | 5,831   | 
|Industrial revenue bonds                                               |  |          | 7,055   |              |  |   | 7,055   | 
|Other, including capital leases                                        |  |          | 1,424   |              |  |   | 4,562   | 
|                                                                       |  |          |         |              |  |   |         | 
|Long-term debt (including current maturities)                          |  |          | 693,482 |              |  |   | 625,108 | 
|Less current portion                                                   |  |          | 127,872 |              |  |   | 65,126  | 
|                                                                       |  |          |         |              |  |   |         | 
|Long-term debt                                                         |  | $        | 565,610 |              |  | $ | 559,982 | 
|                                                                       |  |          |         |              |  |   |         | 

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

In June 2003, the Corporation completed a $175 million committed
revolving credit facility with a bank group which is secured by,
among other things, accounts receivable, inventory and equipment
located in the United States. The current availability under the
new facility is $165.3 million before considering
$38.6 million of outstanding letters of credit. This credit
facility contains covenants concerning, among other things,
additional debt, liens and minimum liquidity requirements. The
Corporation pays an unused commitment fee of 62.5 basis points
to maintain this facility. There were no borrowings outstanding
under this facility as of June 29, 2003. Any borrowings
outstanding as of June 2006 would mature on that date.

9



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

In conjunction with the Corporation establishing the $175
million committed revolving credit facility, the Corporation
simultaneously terminated its previous $100 million committed
revolving credit facility and its asset securitization program.

Principal payments due on long-term debt, including capital
leases, for the remainder of calendar year 2003 and in each
of the calendar years 2004 through 2007 are
$1.9 million, $128.5 million, $8.0 million,
$150.8 million and $0.5 million, respectively.



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

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

The manufacturing initiatives had three major components:



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

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

|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |        | 
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------ | ---- | ------ | ------ |  | ----- | ------ | ----------- |  | ---------- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  | Six Months
|                                                             |                                                                                            |      |        |        |  |       |        |             |  | Ended     
|                                                             |                                                                                            | Year |        | Year   |  |       |        | 2nd Quarter |  | June 30,  
|                                                             |                                                                                            | 2001 |        | 2002   |  | Total |        | 2002        |  | 2002      
|(In thousands)                                               |                                                                                            |      |        |        |  |       |        |             |  |           
|Certain costs excluded from Electrical segment
    earnings: |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|                                                             | Impairment charges on long-lived assets                                                    |      | $      | 30,041 |  |       | $      |            |  |            | $      | 30,041 |  |   | $      |       |  |   | $      |       | 
|                                                             | Provision (recovery)  restructured
    operations (see components in the following table) |      |        | 11,666 |  |       |        | 1,656       |  |            |        | 13,322 |  |   |        | 361    |  |   |        | 1,626  | 
|                                                             | Cost of sales                                                                              |      |        | 3,047  |  |       |        |            |  |            |        | 3,047  |  |   |        |       |  |   |        |       | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|Total excluded from Electrical segment earnings              |                                                                                            |      | 44,754 |        |  |       | 1,656  |             |  |            | 46,410 |        |  |   | 361    |        |  |   | 1,626  |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|Certain costs reflected in Electrical segment
    earnings:  |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|                                                             | Cost of sales                                                                              |      |        | 4,321  |  |       |        | 32,781      |  |            |        | 37,102 |  |   |        | 13,431 |  |   |        | 24,455 | 
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|Total reflected in Electrical segment earnings               |                                                                                            |      | 4,321  |        |  |       | 32,781 |             |  |            | 37,102 |        |  |   | 13,431 |        |  |   | 24,455 |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       
|Total manufacturing plan costs                               |                                                                                            | $    | 49,075 |        |  | $     | 34,437 |             |  | $          | 83,512 |        |  | $ | 13,792 |        |  | $ | 26,081 |       
|                                                             |                                                                                            |      |        |        |  |       |        |             |  |            |        |        |  |   |        |        |  |   |        |       

10



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

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

|                                     |  |           |        |            |  |           |       |            |  |            |        |   |  |   |        |   |  |   |       | 
|------------------------------------ |  | --------- | ------ | ---------- |  | --------- | ----- | ---------- |  | ---------- | ------ | - |  | - | ------ | - |  | - | ----- | 
|                                     |  |           |        |            |  |           |       | Six Months |  |           
|                                     |  |           |        |            |  |           |       | Ended      |  |           
|                                     |  | Original  |        | Year 2002  |  |           |       | June 29,   |  | Balance at
|                                     |  | 2001      |        | Provision  |  | Year 2002 |       | 2003       |  | June 29,  
|                                     |  | Provision |        | (Recovery) |  | Payments  |       | Payments   |  | 2003      
|(In thousands)                       |  |           |        |            |  |           |       |            |  |           
|Severance and employee-related costs |  | $         | 4,856  |            |  | $         | 1,658 |            |  | $          | (5,434 | ) |  | $ | (701   | ) |  | $ | 379   | 
|Idle facilities                      |  |           | 4,561  |            |  |           | (395  | )          |  |            | (1,131 | ) |  |   | (443   | ) |  |   | 2,592 | 
|Purchase order commitments           |  |           |       |            |  |           | 1,055 |            |  |            | (1,055 | ) |  |   |       |   |  |   |      | 
|Other facilities exit costs          |  |           | 2,249  |            |  |           | (662  | )          |  |            | (952   | ) |  |   | (103   | ) |  |   | 532   | 
|                                     |  |           |        |            |  |           |       |            |  |            |        |   |  |   |        |   |  |   |       | 
|                                     |  | $         | 11,666 |            |  | $         | 1,656 |            |  | $          | (8,572 | ) |  | $ | (1,247 | ) |  | $ | 3,503 | 
|                                     |  |           |        |            |  |           |       |            |  |            |        |   |  |   |        |   |  |   |       | 

The remaining accrual for idle facilities reflects primarily
future maintenance costs on facilities closed as a result of the
manufacturing restructuring program.



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

Approximately $41 million of held for sale assets
associated with certain product lines in the Communications
segment were reclassified in the accompanying balance sheet as
assets held and used as of March 30, 2003. This reflected
the Corporations decision during the second quarter 2003
to no longer actively pursue a sale of those assets. The net
effect of this reclassification resulted in an increase of
approximately $28 million in property, plant and equipment
and an increase of approximately $13 million in
inventories. The previous cessation of depreciation on these
assets during the quarter ended March 30, 2003 was
$1.8 million, and the quarter and six months ended
June 30, 2002 were $1.9 million and $3.8 million,
respectively. No reinstatement of previous depreciation is
required for these assets and the Corporation began prospective
depreciation in the second quarter 2003.



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

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

11



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and performance. Management evaluates each
segments profit or loss performance based on earnings
before interest and taxes; gains and losses on sales of
receivables; foreign exchange gains and losses; impairments;
restructuring; and certain other charges. The Corporation has no
material inter-segment sales.

|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |         | 
|----------------------------------- | --------------------------------- | ------------- | ------ | ---------------- |  | -------- | ------ | -------- | - | - | ------- | ------- |  | - | ------- | ------- | 
|                                    |                                   |               |        |                 
|                                    |                                   | Quarter Ended |        | Six Months Ended
|                                    |                                   |               |        |                 
|                                    |                                   | June 29,      |        | June 30,         |  | June 29, |        | June 30,
|                                    |                                   | 2003          |        | 2002             |  | 2003     |        | 2002    
|(In thousands)                      |                                   |               |        |                  |  |          |        |         
|Net sales:                          |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|                                    | Electrical                        |               | $      | 256,801          |  |          | $      | 265,150  |   |   | $       | 497,839 |  |   | $       | 521,676 | 
|                                    | Steel Structures                  |               |        | 21,346           |  |          |        | 33,581   |   |   |         | 43,311  |  |   |         | 68,706  | 
|                                    | Communications                    |               |        | 19,148           |  |          |        | 23,358   |   |   |         | 41,415  |  |   |         | 52,695  | 
|                                    | HVAC                              |               |        | 25,366           |  |          |        | 19,190   |   |   |         | 51,578  |  |   |         | 40,253  | 
|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|                                    | Total net sales                   |               | $      | 322,661          |  |          | $      | 341,279  |   |   | $       | 634,143 |  |   | $       | 683,330 | 
|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|Segment earnings (loss):            |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|                                    | Electrical                        |               | $      | 11,762           |  |          | $      | (771     | ) |   | $       | 19,762  |  |   | $       | 1,906   | 
|                                    | Steel Structures                  |               |        | 695              |  |          |        | 4,925    |   |   |         | 1,522   |  |   |         | 8,833   | 
|                                    | Communications                    |               |        | 2,561            |  |          |        | (275     | ) |   |         | 5,251   |  |   |         | 3,812   | 
|                                    | HVAC                              |               |        | 401              |  |          |        | 209      |   |   |         | 1,882   |  |   |         | 1,422   | 
|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|                                    | Total reportable segment earnings |               |        | 15,419           |  |          |        | 4,088    |   |   |         | 28,417  |  |   |         | 15,973  | 
|Provision  restructured operations |                                   |               |       |                  |  |          | (361   | )        |   |   |        |         |  |   | (1,626  | )      
|Interest expense  net              |                                   |               | (9,139 | )                |  |          | (7,581 | )        |   |   | (17,419 | )       |  |   | (18,480 | )      
|Other (expense) income  net        |                                   |               | 232    |                  |  |          | 1,200  |          |   |   | (371    | )       |  |   | 441     |        
|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        
|Earnings (loss) before income taxes |                                   | $             | 6,512  |                  |  | $        | (2,654 | )        |   | $ | 10,627  |         |  | $ | (3,692  | )      
|                                    |                                   |               |        |                  |  |          |        |          |   |   |         |         |  |   |         |        



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



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



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

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

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

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

12



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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

Relief that permanently enjoins the Corporation from violating
certain provisions of the federal securities laws requiring the
filing of accurate periodic reports with the Commission, the
maintenance of proper books and records, and the implementation
of adequate internal accounting and control procedures. The
Commission did not allege fraud charges or assess a monetary
penalty against the Corporation. The Final Judgment of Permanent
Injunction and Other Relief was filed in the United States
District Court District of Columbia on April 3, 2003.



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

By July 5, 2000, Kaiser Aluminum, its property insurers, 28
Kaiser injured workers, nearby businesses and 18,000 residents
near the Kaiser facility in Louisiana, filed product liability
and business interruption cases against the Corporation and six
other defendants in Louisiana state court seeking damages in
excess of $550 million. These cases alleged that a
Thomas & Betts cable tie mounting base failed thereby
allowing bundled cables to come in contact with an energized bus
bar. This alleged electrical fault supposedly initiated a series
of events culminating in an explosion, which leveled
600 acres of the Kaiser facility.

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

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

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



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

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

13



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


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



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

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

14



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##### Table of Contents








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

Manufacturing Consolidation and Efficiency Program

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

The total cost of the program was approximately
$91 million, including $7 million of capital
expenditures. As part of this program, the Corporation recorded
$13.8 million and $26.1 million in pre-tax charges
during the quarter and six months ended June 30, 2002,
respectively.

Results of Operations

Comparison of Periods in 2003 with Periods in 2002

Consolidated Results

|                                          |  |               |         |               |  |           |       |          |  |   |         |   |  |  |       |  
|----------------------------------------- |  | ------------- | ------- | ------------- |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                          |  |              
|                                          |  | Quarter Ended
|                                          |  |              
|                                          |  |               |         |              
|                                          |  | June 29, 2003 |         | June 30, 2002
|                                          |  |               |         |              
|                                          |  | In            |         | % of Net      |  | In        |       | % of Net
|                                          |  | Thousands     |         | Sales         |  | Thousands |       | Sales   
|                                          |  |               |         |               |  |           |       |         
|Net sales                                 |  | $             | 322,661 |               |  |           | 100.0 |          |  | $ | 341,279 |   |  |  | 100.0 |  
|Gross margin                              |  |               | 83,479  |               |  |           | 25.9  |          |  |   | 77,499  |   |  |  | 22.7  |  
|Selling, general and administrative       |  |               | 68,618  |               |  |           | 21.3  |          |  |   | 73,809  |   |  |  | 21.6  |  
|Interest expense  net                    |  |               | (9,139  | )             |  |           | (2.8  | )        |  |   | (7,581  | ) |  |  | (2.2  | )
|Income tax provision (benefit)            |  |               | (242    | )             |  |           | (0.1  | )        |  |   | (3,023  | ) |  |  | (0.9  | )
|Cumulative effect of an accounting change |  |               |        |               |  |           |      |          |  |   |        |   |  |  |      |  
|Net earnings (loss)                       |  |               | 6,754   |               |  |           | 2.1   |          |  |   | 369     |   |  |  | 0.1   |  

|                                          |  |                  |         |               |  |           |       |          |  |   |         |   |  |  |       |  
|----------------------------------------- |  | ---------------- | ------- | ------------- |  | --------- | ----- | -------- |  | - | ------- | - |  |  | ----- | -
|                                          |  |                 
|                                          |  | Six Months Ended
|                                          |  |                 
|                                          |  |                  |         |              
|                                          |  | June 29, 2003    |         | June 30, 2002
|                                          |  |                  |         |              
|                                          |  | In               |         | % of Net      |  | In        |       | % of Net
|                                          |  | Thousands        |         | Sales         |  | Thousands |       | Sales   
|                                          |  |                  |         |               |  |           |       |         
|Net sales                                 |  | $                | 634,143 |               |  |           | 100.0 |          |  | $ | 683,330 |   |  |  | 100.0 |  
|Gross margin                              |  |                  | 168,555 |               |  |           | 26.6  |          |  |   | 161,278 |   |  |  | 23.6  |  
|Selling, general and administrative       |  |                  | 141,550 |               |  |           | 22.3  |          |  |   | 146,405 |   |  |  | 21.4  |  
|Interest expense  net                    |  |                  | (17,419 | )             |  |           | (2.7  | )        |  |   | (18,480 | ) |  |  | (2.7  | )
|Income tax provision (benefit)            |  |                  | (1,131  | )             |  |           | (0.2  | )        |  |   | 7,586   |   |  |  | 1.1   |  
|Cumulative effect of an accounting change |  |                  |        |               |  |           |      |          |  |   | (44,815 | ) |  |  | (6.6  | )
|Net earnings (loss)                       |  |                  | 11,758  |               |  |           | 1.9   |          |  |   | (56,093 | ) |  |  | (8.2  | )



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

The Corporations net sales in the second quarter 2003 were
$322.7 million, down 5.5% from $341.3 million in the
second quarter 2002. For the first six months of 2003, the
Corporation

15



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##### Table of Contents







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

Gross margin for the second quarter 2003 was 25.9% of net sales,
compared with 22.7% in the second quarter 2002. For the first
six months of 2003, the Corporations gross margin as a
percent of net sales was 26.6% as compared to 23.6% in the same
period last year. The low sales volume in the quarter and first
six months of 2003 limited the positive contribution from the
manufacturing consolidation and efficiency program undertaken in
U.S., European and Mexican electrical products manufacturing
facilities in 2002. Gross margin included charges related to the
manufacturing consolidation and efficiency program of
$13.4 million and $24.5 million, respectively, for the
quarter and first six months of 2002. The Corporation continues
to focus on improving overall manufacturing efficiencies at
current production levels.



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

Selling, general and administrative (SG&A) expenses for the
second quarter 2003 were $68.6 million, or 21.3% of net
sales, compared with $73.8 million, or 21.6% of net sales,
in the second quarter 2002. For the six-month period just ended,
SG&A was $141.6 million, or 22.3% of net sales,
compared to $146.4 million, or 21.4% of net sales for the
first six months of 2002. Lower SG&A in 2003 reflects the
Corporations continued tight management of expenses.



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

Net interest expense for the second quarter 2003 was
$9.1 million, compared to $7.6 million recorded a year
ago. Second quarter 2003 net interest expense reflects
$0.9 million in incremental interest expense resulting from
the Corporations recent issuance of $125 million
senior, unsecured notes, the proceeds of which will be used to
repay $125 million in senior, unsecured notes due January
2004. Second quarter 2002 net interest expense was
positively impacted by $3.3 million of interest income
associated with income tax refunds. The 2003 year-to-date net
interest expense was $17.4 million compared to
$18.5 million for the same period in 2002. Year-to-date
2003 net interest expense reflects lower interest rates, due in
part to interest rate swap agreements on $250 million of
debt entered into during September 2002 and June 2003, which
resulted in a benefit of $3.0 million in the first six
months of 2003. Interest expense  net includes
interest income of $0.8 million for the second quarter 2003
and $4.3 million for the second quarter 2002. Interest
income was $1.8 million and $5.2 million for the first
six months of 2003 and 2002, respectively.



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

The Corporations income tax benefit of $0.2 million
in the second quarter 2003 reflects a $2.0 million tax
benefit resulting from the favorable completion of a foreign tax
audit and a corresponding reduction in worldwide tax exposures.
Also, the Corporations income tax benefit of
$1.1 million for the first six months of 2003 reflects a
$2.0 million tax benefit recorded in the

16



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##### Table of Contents





During the prior years second quarter, the Corporation
recorded a tax benefit of $2.2 million as a result of the
favorable completion of several tax audits and a reduction of
worldwide tax exposures. In addition, during the first quarter
2002, the Corporation elected to take advantage of changes in
U.S. tax laws that allow companies to extend the carryback
period for certain federal net operating losses from two to five
years. The Corporation filed its 2001 and amended prior years
federal tax returns to reflect this decision and carried back
and recognized all federal net operating losses that existed as
of December 30, 2001. Accordingly, the Corporation received
a cash tax refund of approximately $65 million during the
subsequent two quarters of 2002. During the first quarter 2002,
this decision also resulted in an $11.0 million net tax
charge composed of a $22.9 million tax charge from
converting certain foreign tax credits into foreign tax
deductions and an $11.9 million tax benefit from releasing
a federal valuation allowance on deferred tax assets associated
with minimum pension liabilities.



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

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



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

Net earnings was $6.8 million in the second quarter 2003
compared with net earnings of $0.4 million in the second
quarter 2002. Net earnings during the second quarter 2002
reflected $9.5 million net-of-tax charges associated with
the Corporations manufacturing consolidation and
efficiency program.

For the first six months of 2003, the Corporations net
earnings was $11.8 million compared to a loss of
$56.1 million for the same period in 2002. Net earnings for
the first six months of 2002 reflected a $44.8 million
non-cash charge for an impairment of goodwill associated with
the Corporations HVAC segment, $18.0 million
net-of-tax charges associated with the Corporations
manufacturing consolidation and efficiency program and an
$11.0 million net tax charge described above.

Segment Results

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



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

Net sales for the Electrical segment were $256.8 million
for the second quarter 2003 down 3.1% from $265.2 million
reported in the prior-year period. Year-to-date net sales for
the Electrical segment were $497.8 million for 2003, down
4.6% from the $521.7 million for the same period of 2002.
The decline in segment sales reflects the significant weakness
in demand for high-voltage connectors and switchgear used by
utility customers.

17



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##### Table of Contents



Electrical segment earnings for the second quarter 2003 were
$11.8 million compared to a loss of $0.8 million in
the year-ago period. Second quarter 2002 results included
$13.4 million in charges related to the manufacturing
consolidation and efficiency program. For the first six months
of 2003, segment earnings were $19.8 million compared to
$1.9 million for the same period in 2002. Electrical
segment earnings for the first six months of 2002 included
$24.5 million in costs associated with the manufacturing
consolidation and efficiency program.



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

Net sales for the Steel Structures segment were
$21.3 million for the second quarter 2003, down 36.4% from
the $33.6 million reported in the year-ago period. The
year-to-date net sales for the segment were $43.3 million
down 37.0% from the $68.7 million reported in the same
year-ago period. Steel Structures segment earnings were
$0.7 million for the second quarter 2003 compared to
$4.9 million in the second quarter 2002. Year-to-date
segment earnings were $1.5 million for 2003 and
$8.8 million for 2002. Net sales and earnings for both the
second quarter and six months of 2003 reflect reduced sales
volumes from lower capital investment by the utility sector,
specifically for transmission and distribution systems.



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

Net sales for the Communications segment were $19.1 million
in the second quarter 2003, down from $23.4 million in the
same period last year. For the six-month period, the segment
reported net sales of $41.4 million for 2003 compared to
$52.7 million for 2002. The drop in net sales for both
periods in 2003 reflects weak demand in telecommunications and
broadband markets served by this segment. Segment earnings were
$2.6 million in the second quarter 2003 compared to a loss
of $0.3 million in the second quarter 2002. The
year-to-date segment results reflect earnings of
$5.3 million for 2003 versus earnings of $3.8 million
for the same period in 2002. Results for both periods in 2003
reflect tight operating expense controls implemented in response
to continued weak demand in telecommunications and broadband
markets.

Approximately $41 million of held for sale assets
associated with certain product lines in the Communications
segment were reclassified in the accompanying balance sheet as
assets held and used as of March 30, 2003. This reflected
the Corporations decision during the second quarter 2003
to no longer actively pursue a sale of those assets. The net
effect of this reclassification resulted in an increase of
approximately $28 million in property, plant and equipment
and an increase of approximately $13 million in
inventories. The previous cessation of depreciation on these
assets during the quarter ended March 30, 2003 was
$1.8 million, and the quarter and six months ended
June 30, 2002 were $1.9 million and $3.8 million,
respectively. No reinstatement of previous depreciation is
required for these assets and the Corporation began prospective
depreciation in the second quarter 2003.



| |     
| | ----
| | HVAC

Net sales for the HVAC segment, which provides industrial
heating and ventilation products, were $25.4 million in the
second quarter 2003, up from $19.2 million recorded in the
second quarter 2002. Year-to-date net sales for the segment
increased to $51.6 million for 2003 from $40.3 million
for 2002. Segment earnings were $0.4 million for the second
quarter 2003 compared to $0.2 million in the second quarter
2002. Segment earnings were $1.9 million in the current
year-to-date period versus $1.4 million in the prior year
period. Net sales and earnings in 2003 reflect, in part, the
positive impact of a small acquisition completed in late 2002.

18



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##### Table of Contents



Critical Accounting Policies

The preparation of financial statements contained in this Report
requires the use of estimates and assumptions to determine
certain amounts reported as net sales, costs, expenses, assets
or liabilities and certain amounts disclosed as contingent
assets or liabilities. There can be no assurance that actual
results will not differ from those estimates or assumptions. The
Corporations significant accounting policies are described
in Note 2 of the Notes to Consolidated Financial Statements
in the Corporations Annual Report on Form 10-K for
the fiscal period ended December 29, 2002. Management
believes the Corporations critical accounting policies
include: Revenue Recognition; Inventory Valuation; Goodwill and
Other Intangible Assets; Long-Lived Assets; Income Taxes; and
Environmental Costs.



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

19



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Long-Lived Assets:The Corporation follows the provisions
    of SFAS No. 144, Accounting for the Impairment
    or Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, the
    Corporation evaluates assets for associated product groups. The
    Corporation reviews long-lived assets to be held-and-used for
    impairment annually or whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. If the sum of the undiscounted expected
    future cash flows over the remaining useful life of the primary
    asset in the associated product groups is less than the carrying
    amount of the assets, the assets are considered to be impaired.
    Impairment losses are measured as the amount by which the
    carrying amount of the assets exceeds the fair value of the
    assets. When fair values are not available, the Corporation
    estimates fair value using the expected future cash flows
    discounted at a rate commensurate with the risks associated with
    the recovery of the assets. Assets to be disposed of are
    reported at the lower of carrying amount or fair value less
    costs to sell.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Income Taxes:The Corporation uses the asset and
    liability method of accounting for income taxes. This method
    recognizes the expected future tax consequences of temporary
    differences between book and tax bases of assets and liabilities
    and provides a valuation allowance based on a
    more-likely-than-not criteria. The Corporation has valuation
    allowances for deferred tax assets primarily associated with
    operating loss carryforwards, tax credit carryforwards and
    deferred state income tax assets. Realization of the deferred
    tax assets is dependent upon the Corporations ability to
    generate sufficient future taxable income and, if necessary,
    execution of its tax planning strategies. Management believes
    that it is more-likely-than-not that future taxable income,
    based on enacted tax law in effect as of June 29, 2003,
    will be sufficient to realize the recorded deferred tax assets
    net of existing valuation allowances. Management considers the
    scheduled reversal of deferred tax liabilities, projected future
    taxable income and tax planning strategies, which involve
    estimates and uncertainties, in making this assessment. Tax
    planning strategies include primarily sales of non-core assets.
    Projected future taxable income is based on managements
    forecast of the operating results of the Corporation. Management
    periodically reviews such forecasts in comparison with actual
    results and expected trends. In the event management determines
    that sufficient future taxable income, in light of tax planning
    strategies, may not be generated to fully realize net deferred
    tax assets, the Corporation will increase valuation allowances
    by a charge to income tax expense in the period of such
    determination.
|
| |  | Environmental Costs:Environmental expenditures that
    relate to current operations are expensed or capitalized, as
    appropriate. Remediation costs that relate to an existing
    condition caused by past operations are accrued when it is
    probable that those costs will be incurred and can be reasonably
    estimated based on evaluations of current available facts
    related to each site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Liquidity and Capital Resources

For the first six months of 2003, the Corporations cash
and cash equivalents increased to $275.5 million at
June 29, 2003 from $178.0 million at December 29,
2002. The increase reflects $6.5 million of cash used in
operating activities, which was more than offset by
$34.1 million provided by investing activities and
$61.7 million provided by financing activities.

20



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##### Table of Contents





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

Operating activities used cash of $6.5 million during the
first six months of 2003 as compared to cash provided by
operating activities of $26.5 million for the year-ago
period. Cash used in operations in 2003 was primarily a result
of an increase in seasonal accounts receivable build and certain
seasonal related payments. The cash provided by operations in
2002 was primarily attributable to a reduction in inventories.
Operating activities for 2002 also reflect the positive impact
of $46 million of cash tax refunds received which were
offset by a $20 million payment for a previously announced
patent lawsuit settlement and $26.1 million of costs
incurred for the manufacturing consolidation and efficiency
program.



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

The Corporation acquired $30.9 million of marketable
securities during the first six months of 2003 as compared to
$43.3 million acquired in the year-ago period. As of
June 29, 2003, approximately $20 million of
investments are pledged to secure letters of credit relating to
certain tax refunds. The Corporation had proceeds from matured
marketable securities of approximately $79.1 million during
2003 as compared to $2.0 million of proceeds for the same
period last year. As of June 29, 2003 and December 29,
2002, the Corporation had marketable securities of
$22.3 million and $65.9 million, respectively.

During the first six months of 2003, the Corporation had capital
expenditures totaling $14.3 million compared to
$11.9 million for the same period last year. For the full
year 2003, capital expenditures are expected to be approximately
$30 million, compared to approximately $24 million in
2002.



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

Financing activities provided cash of $61.7 million during
the first six months of 2003 and used cash of $7.7 million
in the same period last year. Of the total current debt at
December 29, 2002, $60 million of notes payable became
due and was paid in February 2003 out of available cash
resources. In the second quarter 2003, the Corporation issued
$125 million of 7.25%, senior, unsecured notes due in June
2013. The proceeds from the notes will be used to repay
$125 million of 8.25%, senior, unsecured notes due in
January 2004.

During June 2003, the Corporation entered into a
$175 million committed revolving credit facility with a
bank group which is secured by, among other things, accounts
receivable, inventory and equipment located in the United
States. In conjunction with the Corporation completing the
$175 million committed revolving credit facility, the
Corporation simultaneously terminated its $120 million
asset securitization program and its previous $100 million
committed revolving credit facility, both of which were
scheduled to expire later in 2003. The current availability
under the new facility is $126.7 million, net of
$38.6 million of outstanding letters of credit. The terms
of the $175 million credit facility are less restrictive
and more flexible and the formulae for calculating the amount
available for borrowing currently results in more availability
than under the prior $100 million credit facility and asset
securitization program combined.

The new credit facility matures in June 2006. There were no
borrowings outstanding under the new facility as of
June 29, 2003. The Corporation has the option, at the time
of drawing funds under the facility, of selecting an interest
rate based on a number of benchmarks including LIBOR, the
federal funds rate, or the prime rate of the agent bank.

21



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##### Table of Contents



The new credit facility contains standard covenants restricting
investments, liens, additional debt, dispositions of collateral,
and the payment of dividends, unless certain conditions are met.
Also included are financial covenants regarding minimum
liquidity and capital expenditures and standard events of
default such as covenant default and cross-default.

Outstanding letters of credit, or similar financial instruments
which reduce the amount available under the credit facilities
amounted to approximately $38.6 million at June 29,
2003. At times, the Corporation is required, under certain
contracts, to provide letters of credit that may be drawn in the
event the Corporation fails to perform under contracts entered
into in the normal course of its business activities. Such
performance related letters of credit totaled $1.4 million
at June 29, 2003. The remaining letters of credit relate to
third-party insurance claims processing, existing debt
obligations and certain tax incentive programs.

The Corporations subsidiary, Thomas & Betts
Limited has a committed revolving credit facility with a
Canadian bank which had availability as of June 29, 2003 of
approximately CAD$30 million (approximately
US$22 million as of June 29, 2003). This facility is
secured by inventory and accounts receivable located in Canada.
This facility matures in March 2004. The Corporation is
currently in the process of amending this facility to increase
availability and duration. There were no borrowings outstanding
under this facility as of June 29, 2003.

The Corporation is in compliance with all covenants or other
requirements set forth in its credit agreements. Further, the
Corporation does not have any rating downgrade triggers that
would accelerate the maturity dates of its debt. However, a
downgrade in the Corporations credit rating by either
rating agency could adversely affect the Corporations
ability to renew existing, or obtain access to new, credit
facilities in the future and could increase the cost of such
facilities.

The Corporations current aggregate availability of funds
under its credit facilities is approximately
$148.7 million, net of $38.6 million of outstanding
letters of credit. Availability under the revolving credit
facilities increases or decreases with fluctuations in the value
of the underlying collateral and is subject to the satisfaction
of various covenants. These are back up facilities which the
Corporation currently does not expect to utilize in the
foreseeable future.

The Corporation had the following senior debt securities
outstanding as of June 29, 2003:

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



---



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



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

As of June 29, 2003, the Corporations working capital
(total current assets less total current liabilities) was
$409.6 million, up $1.9 million from December 29,
2002. Working capital reflects primarily an increase in cash,
cash equivalents and marketable securities, seasonal increases
in accounts receivable, and an increase in current maturities of
long-term debt. The increase in

22



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On July 24, 2001, the Corporations Board of Directors
approved a change in the Corporations dividend payment
practices and elected to retain its future earnings to fund the
development and growth of its business. The Corporation does not
presently anticipate declaring any cash dividends on the
Corporations common stock in the foreseeable future.
Future decisions concerning the payment of cash dividends on the
Corporations common stock will depend upon its results of
operations, financial condition, capital expenditure plans and
other factors that the Board of Directors may consider relevant.
The Corporations revolving credit agreements contain
provisions that could restrict, as a practical matter, the
Corporations ability to pay dividends during the term of
those agreements.

From time to time the Corporation may access the public capital
markets, if terms, rates and timing are acceptable. The
Corporation has an effective shelf registration statement for
$325 million of senior unsecured debt securities, common
stock and preferred stock. The Corporation expects to fund
expenditures for capital requirements as well as other liquidity
needs from a combination of cash generated from operations,
existing cash balances, and external financial resources. These
sources should be sufficient to meet the Corporations
operating needs for the foreseeable future.

Recently Issued Accounting Standards

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

2003 Outlook

Despite continued weakness in the Corporations core
markets, management expects to report sequential improvement in
third and fourth quarter earnings from operations in both dollar
and percent terms. Full-year 2003 earnings from operations and
net earnings are expected to exceed 2002 full-year reported
results by more than the 2002 cost of the Corporations
manufacturing consolidation and efficiency program.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

23



---



##### Table of Contents





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



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

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

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






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market
    Risk

The Corporation is exposed to market risk from changes in
interest rates, raw material prices and foreign exchange rates.
At times, the Corporation may enter into various derivative

24



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##### Table of Contents





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

Interest Rate Risk

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

During September 2002, the Corporation entered into interest
rate swap agreements that effectively converted
$250 million of the Corporations notes payable, with
approximately one-third maturing in each of the years 2006,
2008, and 2009, from fixed interest rates to floating interest
rates based on a six-month average of LIBOR plus the applicable
spread. As of December 29, 2002, the Corporations
fixed-to-floating ratio was 60/40. After the repayment of
$60 million notes payable, and issuance of
$125 million of senior, unsecured notes, this ratio was
64/36 at June 29, 2003.

In addition in June 2003, the Corporation replaced the
$83.3 million interest rate swap agreement relating to the
debt securities maturing in 2006 with new interest rate swap
agreements for the same notional amount maturing primarily in
2013, the term of the $125 senior, unsecured notes due
June 2013. The approximately $3 million received by
the Corporation from closing its previous position will reduce
the future effective interest rate of the underlying debt
instrument. The new interest rate swap agreements effectively
converted $83.3 million notional amount of debt from a
fixed interest rate to a floating interest rate based on a
six-month average of LIBOR plus the applicable spread. The
amount to be paid or received under the interest rate swap
agreements is recorded as a component of net interest expense.

The following table provides information regarding the interest
rate swap agreements as of June 29, 2003:

|               |        |               |  |                   |  |                     |       |                     |  |  |      |   |  |  |      |  
|-------------- | ------ | ------------- |  | ----------------- |  | ------------------- | ----- | ------------------- |  |  | ---- | - |  |  | ---- | -
|               |        |               |  |                   |  | Weighted Average    |       | Weighted Average   
|               |        |               |  |                   |  | Variable Rates Paid |       | Variable Rates Paid
|Notional       |        | Expected      |  | Fixed Rates       |  | During 2nd Quarter  |       | During First Six   
|Amount         |        | Maturity Date |  | Received          |  | 2003                |       | Months of 2003     
|               |        |               |  |                   |  |                     |       |                    
|(In Thousands) |        |               |  |                   |  |                     |       |                    
|$              | 83,333 |               |  | May 7, 2008       |  |                     | 6.63% |                     |  |  | 4.03 | % |  |  | 4.10 | %
|               | 83,333 |               |  | February 10, 2009 |  |                     | 6.39% |                     |  |  | 3.58 | % |  |  | 3.65 | %
|               | 2,083  |               |  | February 10, 2009 |  |                     | 6.39% |                     |  |  |     |   |  |  |     |  
|               | 81,250 |               |  | June 1, 2013      |  |                     | 7.25% |                     |  |  |     |   |  |  |     |  






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

As of the end of the period covered by this Report, the
Corporation carried out an evaluation, under the supervision and
with the participation of the Corporations Disclosure
Committee and senior management, including T. Kevin
Dunnigan, the Corporations Chief Executive Officer and
John P. Murphy, the Corporations Chief Financial Officer,
of the

25



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##### Table of Contents








PART II. OTHER INFORMATION






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

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






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

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

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



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

Following the Annual Shareholder meeting, the Corporations
Board of Directors adopted three amendments to the
Corporations Shareholders Rights Plan (the
Rights Plan). The amendments added a
chewable redemption feature which will allow certain
offers to be accepted by shareholders without interference by
the Rights Plan; eliminated the dead-hand provision
so that any subsequent board of directors may redeem the Rights
Plan to permit an acquisition of shares; and limited the
extension of the Rights Plan to three years following its
scheduled expiration at the end of this year. The Board
disclosed its intention to adopt these amendments earlier this
year in a letter to Institutional Shareholder Services (ISS),
the nations leading proxy voting advisory service, which
was filed with the Securities and Exchange Commission. A summary
of terms of the amended and restated Rights Plan is included in
the

26



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##### Table of Contents










|        |                  
|------- | -----------------
|Item 5. | Other Information

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






|        |                                 
|------- | --------------------------------
|Item 6. | Exhibits and Reports on Form 8-K

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

|     |  |                                                                                                                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Termination Letter, dated June 25, 2003, to
    Credit and Security Agreement dated as of November 15,
    2001, among the Corporation, as borrower, the lenders party
    thereto, and Wachovia Bank, National Association, as
    administrative agent.                                                                                    
|10.2 |  | Termination Letter, dated June 25, 2003, to
    Receivables Purchase Agreement dated as of September 21,
    2001, among TBSPV, Inc., Thomas & Betts Corporation,
    Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A., as
    securitization agent.                                                                             
|10.3 |  | Credit Agreement, dated June 25, 2003, among
    the Corporation, as borrower, the subsidiaries of the
    Corporation, as guarantors, the lenders listed therein, Wachovia
    Bank, National Association, as issuing bank, Wachovia
    Securities, Inc., as arranger, and Wachovia Bank, National
    Association as administrative agent.
|10.4 |  | Security Agreement, dated June 25, 2003,
    among the Corporation and certain of its subsidiaries, as
    grantors, and Wachovia Bank, National Association, as
    administrative agent.                                                                                                                                                   
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                                                                                                                                                                           
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                                                                                                                                                                                                                                
|31.2 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                                                                                                                                                                                                                                
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.                                                                                                                                                                                                              

(b) Reports on Form 8-K

On April 23, 2003, the Corporation filed a Current Report
on Form 8-K, Items 7 and 9, commenting on its
financial results for the fiscal quarter ended March 30,
2003.

On May 12, 2003, the Corporation filed a Current Report on
Form 8-K, Items 5 and 7, announcing the adoption of
three amendments to the Shareholder Rights Plan by the
Corporations Board of Directors.

On May 23, 2003, the Corporation filed a Current Report on
Form 8-K, Item 7, attaching as exhibits the
Underwriting Agreement dated May 21, 2003, in connection
with the Registrants Registration Statement on
Form S-3, No. 333-61465, and a Fourth Amendment to
Credit and Security Agreement dated May 15, 2003.

On May 27, 2003, the Corporation filed a Current Report on
Form 8-K, Item 7, attaching as exhibits Supplemental
Indenture No. 2 dated May 27, 2003, and the Form of
Note in connection with the Registrants Registration
Statement on Form S-3, No. 333-61465.

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SIGNATURE

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



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



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

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

Date: August 5, 2003

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EXHIBIT INDEX

|     |  |                                                                                                                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Termination Letter, dated June 25, 2003, to
    Credit and Security Agreement dated as of November 15,
    2001, among the Corporation, as borrower, the lenders party
    thereto, and Wachovia Bank, National Association, as
    administrative agent.                                                                                    
|10.2 |  | Termination Letter, dated June 25, 2003, to
    Receivables Purchase Agreement dated as of September 21,
    2001, among TBSPV, Inc., Thomas & Betts Corporation,
    Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A., as
    securitization agent.                                                                             
|10.3 |  | Credit Agreement, dated June 25, 2003, among
    the Corporation, as borrower, the subsidiaries of the
    Corporation, as guarantors, the lenders listed therein, Wachovia
    Bank, National Association, as issuing bank, Wachovia
    Securities, Inc., as arranger, and Wachovia Bank, National
    Association as administrative agent.
|10.4 |  | Security Agreement, dated June 25, 2003,
    among the Corporation and certain of its subsidiaries, as
    grantors, and Wachovia Bank, National Association, as
    administrative agent.                                                                                                                                                   
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                                                                                                                                                                           
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                                                                                                                                                                                                                                
|31.2 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-15(e) and 15d-15(e).                                                                                                                                                                                                                                
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.                                                                                                                                                                                                              

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