##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549-1004


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1933    
|          
|           |  | For the quarterly period ended
    September 30, 2004                                           
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from            to                                                

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


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

(901) 252-8000

(Registrants telephone number, including area code)


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

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

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

|                             |  |                     |            | 
|---------------------------- |  | ------------------- | ---------- | 
|                             |  | Outstanding Shares 
|Title of Each Class          |  | at November 1, 2004
|                             |  |                    
|Common Stock, $.10 par value |  |                     | 59,021,776 | 



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                                                               |  |                                                                                           |                                                                                                                                |      |    |   | 
|-------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ---- | -- | - | 
|                                                               |  |                                                                                           |                                                                                                                                | Page
|                                                               |  |                                                                                           |                                                                                                                                |     
|PART I. FINANCIAL
    INFORMATION                              |  |                                                                                           |                                                                                                                                |     
|ITEM 1.                                                        |  | Financial Statements:                                                                     |                                                                                                                                |      |    |  
|                                                               |  |                                                                                           | Consolidated Statements of
    Operations for the Quarters and Nine Months Ended
    September 30, 2004 and September 28, 2003 |      |    | 2 | 
|                                                               |  |                                                                                           | Consolidated Balance Sheets
    as of September 30, 2004 and December 31, 2003                                                 |      |    | 3 | 
|                                                               |  |                                                                                           | Consolidated Statements of
    Cash Flows for the Nine Months Ended September 30, 2004 and
    September 28, 2003              |      |    | 4 | 
|                                                               |  |                                                                                           | Notes to 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                            |                                                                                                                                |      | 27 |  
|ITEM 4.                                                        |  | Controls and Procedures                                                                   |                                                                                                                                |      | 29 |  
|PART II. OTHER
    INFORMATION                                 |  |                                                                                           |                                                                                                                                |     
|ITEM 1.                                                        |  | Legal Proceedings                                                                         |                                                                                                                                |      | 30 |  
|ITEM 6.                                                        |  | Exhibits                                                                                  |                                                                                                                                |      | 30 |  
|SIGNATURE                                                      |  |                                                                                           | 31                                                                                                                             |     
|EXHIBIT INDEX                                                  |  |                                                                                           | 32                                                                                                                             |     
|Letter Agreement                                              
|Indemnity Agreement                                           
|Statement re Computation of Ratio of Earnings to Fixed Charges
|Certification of Principal Executive Officer                  
|Certification of Principal Financial Officer                  
|Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)    



1



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##### Table of Contents






PART I. FINANCIAL INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

THOMAS & BETTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


(Unaudited)


|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |         | 
|------------------------------------- | ---------------------------- | ------------- | ------- | ----------------- |  | ------------- | ------- | ------------- |  | - | --------- | ------- |  | - | ------- | ------- | 
|                                      |                              |               |         |                  
|                                      |                              | Quarter Ended |         | Nine Months Ended
|                                      |                              |               |         |                  
|                                      |                              | September 30, |         | September 28,     |  | September 30, |         | September 28,
|                                      |                              | 2004          |         | 2003              |  | 2004          |         | 2003         
|                                      |                              |               |         |                   |  |               |         |              
|Net sales                             |                              | $             | 394,211 |                   |  | $             | 338,691 |               |  | $ | 1,116,172 |         |  | $ | 972,834 |        
|Cost of sales                         |                              |               | 284,237 |                   |  |               | 254,172 |               |  |   | 799,245   |         |  |   | 719,760 |        
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Gross margin                 |               |         | 109,974           |  |               |         | 84,519        |  |   |           | 316,927 |  |   |         | 253,074 | 
|Selling, general and administrative   |                              |               | 68,663  |                   |  |               | 66,950  |               |  |   | 213,311   |         |  |   | 208,500 |        
|Other operating expense (income), net |                              |               |        |                   |  |               | (8,850  | )             |  |   |          |         |  |   | (8,850  | )      
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Earnings from operations     |               |         | 41,311            |  |               |         | 26,419        |  |   |           | 103,616 |  |   |         | 53,424  | 
|Income from unconsolidated companies  |                              |               | 632     |                   |  |               | 441     |               |  |   | 1,852     |         |  |   | 1,853   |        
|Interest expense, net                 |                              |               | (8,162  | )                 |  |               | (9,682  | )             |  |   | (23,260   | )       |  |   | (27,101 | )      
|Other (expense) income, net           |                              |               | 995     |                   |  |               | (1,079  | )             |  |   | (97       | )       |  |   | (1,450  | )      
|Gain on sale of equity interest       |                              |               | 12,978  |                   |  |               |        |               |  |   | 12,978    |         |  |   |        |        
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Earnings before income taxes |               |         | 47,754            |  |               |         | 16,099        |  |   |           | 95,089  |  |   |         | 26,726  | 
|Income tax provision                  |                              |               | 14,326  |                   |  |               | 4,347   |               |  |   | 26,080    |         |  |   | 3,216   |        
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|Net earnings                          |                              | $             | 33,428  |                   |  | $             | 11,752  |               |  | $ | 69,009    |         |  | $ | 23,510  |        
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|Earnings per share:                   |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Basic                        |               | $       | 0.57              |  |               | $       | 0.20          |  |   | $         | 1.18    |  |   | $       | 0.40    | 
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Diluted                      |               | $       | 0.56              |  |               | $       | 0.20          |  |   | $         | 1.17    |  |   | $       | 0.40    | 
|                                      |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|Average shares outstanding:           |                              |               |         |                   |  |               |         |               |  |   |           |         |  |   |         |        
|                                      | Basic                        |               |         | 58,724            |  |               |         | 58,466        |  |   |           | 58,513  |  |   |         | 58,428  | 
|                                      | Diluted                      |               |         | 59,468            |  |               |         | 58,473        |  |   |           | 59,128  |  |   |         | 58,433  | 

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

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                               |                 |           |              |         |   |           |          |        | 
|------------------------------------------ | --------------------------------------------- | --------------- | --------- | ------------ | ------- | - | --------- | -------- | ------ | 
|                                           |                                               | September 30,   |           | December 31,
|                                           |                                               | 2004            |           | 2003        
|                                           |                                               |                 |           |             
|ASSETS                                    
|Current Assets                             |                                               |                 |           |              |         |   |           |         
|                                           | Cash and cash equivalents                     |                 | $         | 334,566      |         |   | $         | 387,425  |       
|                                           | Marketable securities                         |                 |           | 1,758        |         |   |           | 1,704    |       
|                                           | Receivables, net                              |                 |           | 220,313      |         |   |           | 168,542  |       
|                                           | Inventories:                                  |                 |           |              |         |   |           |          |       
|                                           |                                               | Finished goods  |           |              | 105,684 |   |           |          | 95,993 | 
|                                           |                                               | Work-in-process |           |              | 33,048  |   |           |          | 30,904 | 
|                                           |                                               | Raw materials   |           |              | 76,886  |   |           |          | 63,346 | 
|                                           |                                               |                 |           |              |         |   |           |         
|                                           | Total inventories                             |                 |           | 215,618      |         |   |           | 190,243  |       
|                                           |                                               |                 |           |              |         |   |           |         
|                                           | Deferred income taxes                         |                 |           | 49,008       |         |   |           | 50,016   |       
|                                           | Prepaid expenses                              |                 |           | 9,801        |         |   |           | 14,349   |       
|                                           |                                               |                 |           |              |         |   |           |         
|Total Current Assets                       |                                               |                 | 831,064   |              |         |   | 812,279   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Property, plant and equipment              |                                               |                 |           |              |         |   |           |         
|                                           | Land                                          |                 |           | 14,168       |         |   |           | 15,927   |       
|                                           | Buildings                                     |                 |           | 172,247      |         |   |           | 173,985  |       
|                                           | Machinery and equipment                       |                 |           | 609,048      |         |   |           | 604,791  |       
|                                           | Construction-in-progress                      |                 |           | 11,151       |         |   |           | 9,163    |       
|                                           |                                               |                 |           |              |         |   |           |         
|                                           |                                               |                 | 806,614   |              |         |   | 803,866   |         
|                                           | Less accumulated depreciation                 |                 |           | (530,141     | )       |   |           | (500,156 | )     
|                                           |                                               |                 |           |              |         |   |           |         
|Net property, plant and equipment          |                                               |                 | 276,473   |              |         |   | 303,710   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Goodwill                                   |                                               |                 | 455,391   |              |         |   | 455,113   |         
|Investments in unconsolidated companies    |                                               |                 | 114,383   |              |         |   | 121,732   |         
|Deferred income taxes                      |                                               |                 | 45,173    |              |         |   | 52,707    |         
|Other assets                               |                                               |                 | 36,017    |              |         |   | 37,084    |         
|                                           |                                               |                 |           |              |         |   |           |         
|Total Assets                               |                                               | $               | 1,758,501 |              |         | $ | 1,782,625 |         
|                                           |                                               |                 |           |              |         |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                               |                 |           |              |         |   |           |         
|                                           | Current maturities of long-term debt          |                 | $         | 8,989        |         |   | $         | 133,344  |       
|                                           | Accounts payable                              |                 |           | 138,155      |         |   |           | 113,724  |       
|                                           | Accrued liabilities                           |                 |           | 109,349      |         |   |           | 111,478  |       
|                                           | Income taxes payable                          |                 |           | 11,035       |         |   |           | 6,414    |       
|                                           |                                               |                 |           |              |         |   |           |         
|Total Current Liabilities                  |                                               |                 | 267,528   |              |         |   | 364,960   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Long-Term Liabilities                      |                                               |                 |           |              |         |   |           |         
|                                           | Long-term debt                                |                 |           | 546,077      |         |   |           | 551,972  |       
|                                           | Other long-term liabilities                   |                 |           | 128,892      |         |   |           | 134,266  |       
|Shareholders Equity                       |                                               |                 |           |              |         |   |           |         
|                                           | Common stock                                  |                 |           | 5,900        |         |   |           | 5,848    |       
|                                           | Additional paid-in capital                    |                 |           | 355,872      |         |   |           | 345,646  |       
|                                           | Retained earnings                             |                 |           | 505,997      |         |   |           | 436,988  |       
|                                           | Unearned compensation-restricted stock        |                 |           | (2,384       | )       |   |           | (2,014   | )     
|                                           | Accumulated other comprehensive income (loss) |                 |           | (49,381      | )       |   |           | (55,041  | )     
|                                           |                                               |                 |           |              |         |   |           |         
|Total Shareholders Equity                 |                                               |                 | 816,004   |              |         |   | 731,427   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Total Liabilities and Shareholders Equity |                                               | $               | 1,758,501 |              |         | $ | 1,782,625 |         
|                                           |                                               |                 |           |              |         |   |           |         

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

3



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


(Unaudited)


|                                                        |                                                          |                      |          |               |         |   |        |         |         |  
|------------------------------------------------------- | -------------------------------------------------------- | -------------------- | -------- | ------------- | ------- | - | ------ | ------- | ------- | -
|                                                        |                                                          |                     
|                                                        |                                                          | Nine Months Ended   
|                                                        |                                                          |                     
|                                                        |                                                          | September 30,        |          | September 28,
|                                                        |                                                          | 2004                 |          | 2003         
|                                                        |                                                          |                      |          |              
|Cash Flows from Operating Activities:                   |                                                          |                      |          |               |         |   |        |        
|Net earnings                                            |                                                          | $                    | 69,009   |               |         | $ | 23,510 |        
|Adjustments:                                            |                                                          |                      |          |               |         |   |        |        
|                                                        | Depreciation and amortization                            |                      |          | 39,739        |         |   |        | 37,455  |        
|                                                        | Amortization of restricted stock                         |                      |          | 1,959         |         |   |        | 2,075   |        
|                                                        | Undistributed earnings from unconsolidated
    companies |                      |          | (1,852        | )       |   |        | (1,853  | )      
|                                                        | Mark-to-market adjustment for derivative
    instruments |                      |          | (436          | )       |   |        | (30     | )      
|                                                        | (Gain) Loss on sale of property, plant and
    equipment |                      |          | (645          | )       |   |        | 834     |        
|                                                        | Gain on sale of equity interest                          |                      |          | (12,978       | )       |   |        |        |        
|                                                        | Deferred income taxes                                    |                      |          | 11,307        |         |   |        | (9,590  | )      
|                                                        | Changes in operating assets and
    liabilities  net:   |                      |          |               |         |   |        |         |        
|                                                        |                                                          | Receivables          |          |               | (51,547 | ) |        |         | (28,288 | )
|                                                        |                                                          | Inventories          |          |               | (25,018 | ) |        |         | 10,232  |  
|                                                        |                                                          | Accounts payable     |          |               | 24,311  |   |        |         | (2,605  | )
|                                                        |                                                          | Accrued liabilities  |          |               | (2,273  | ) |        |         | (3,554  | )
|                                                        |                                                          | Income taxes payable |          |               | 4,420   |   |        |         | (2,961  | )
|                                                        |                                                          | Other                |          |               | 3,026   |   |        |         | 11,302  |  
|                                                        |                                                          |                      |          |               |         |   |        |        
|Net cash provided by (used in) operating
    activities |                                                          |                      | 59,022   |               |         |   | 36,527 |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|Cash Flows from Investing Activities:                   |                                                          |                      |          |               |         |   |        |        
|                                                        | Purchases of property, plant and equipment               |                      |          | (15,604       | )       |   |        | (19,392 | )      
|                                                        | Proceeds from sale of property, plant and
    equipment  |                      |          | 4,941         |         |   |        | 266     |        
|                                                        | Proceeds from sale of equity interest                    |                      |          | 20,929        |         |   |        |        |        
|                                                        | Marketable securities acquired                           |                      |          | (523          | )       |   |        | (30,941 | )      
|                                                        | Proceeds from matured marketable securities              |                      |          | 446           |         |   |        | 79,277  |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|Net cash provided by (used in) investing
    activities |                                                          |                      | 10,189   |               |         |   | 29,210 |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|Cash Flows from Financing Activities:                   |                                                          |                      |          |               |         |   |        |        
|                                                        | Proceeds from long-term debt and other borrowings        |                      |          |              |         |   |        | 125,191 |        
|                                                        | Repayment of long-term debt and other borrowings         |                      |          | (130,791      | )       |   |        | (65,341 | )      
|                                                        | Stock options exercised                                  |                      |          | 7,069         |         |   |        |        |        
|                                                        | Debt issuance costs on recapitalization                  |                      |          |              |         |   |        | (3,807  | )      
|                                                        |                                                          |                      |          |               |         |   |        |        
|Net cash provided by (used in) financing
    activities |                                                          |                      | (123,722 | )             |         |   | 56,043 |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|Effect of exchange-rate changes on cash                 |                                                          |                      | 1,652    |               |         |   | 6,031  |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|                                                        | Net increase (decrease) in cash and cash
    equivalents |                      |          | (52,859       | )       |   |        | 127,811 |        
|                                                        | Cash and cash equivalents  beginning
    of period      |                      |          | 387,425       |         |   |        | 177,994 |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|                                                        | Cash and cash equivalents  end of
    period            |                      | $        | 334,566       |         |   | $      | 305,805 |        
|                                                        |                                                          |                      |          |               |         |   |        |        
|Cash payments for interest                              |                                                          | $                    | 35,088   |               |         | $ | 38,586 |        
|Cash payments for income taxes                          |                                                          | $                    | 10,528   |               |         | $ | 13,231 |        

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

4



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)




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

In the opinion of management, the accompanying consolidated
financial statements contain all adjustments necessary for the
fair presentation of the Corporations financial position
as of September 30, 2004, and December 31, 2003, and
the results of operations and cash flows for the periods ended
September 30, 2004, and September 28, 2003.

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 consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in
the Corporations Annual Report on Form 10-K for the
fiscal period ended December 31, 2003. The results of
operations for the periods ended September 30, 2004, and
September 28, 2003, 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 Diluted Earnings Per Share

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

|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |        | 
|------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------- | ------ | ----------------- |  | ------------- | ------ | ------------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                      |                                                                                                  |               |        |                  
|                                      |                                                                                                  | Quarter Ended |        | Nine Months Ended
|                                      |                                                                                                  |               |        |                  
|                                      |                                                                                                  | September 30, |        | September 28,     |  | September 30, |        | September 28,
|                                      |                                                                                                  | 2004          |        | 2003              |  | 2004          |        | 2003         
|(In thousands, except per share data) |                                                                                                  |               |        |                   |  |               |        |              
|Net earnings                          |                                                                                                  | $             | 33,428 |                   |  | $             | 11,752 |               |  | $ | 69,009 |        |  | $ | 23,510 |       
|Basic:                                |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,724            |  |               |        | 58,466        |  |   |        | 58,513 |  |   |        | 58,428 | 
|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|                                      | Basic earnings per share                                                                         |               | $      | 0.57              |  |               | $      | 0.20          |  |   | $      | 1.18   |  |   | $      | 0.40   | 
|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|Diluted shares:                       |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,724            |  |               |        | 58,466        |  |   |        | 58,513 |  |   |        | 58,428 | 
|                                      | Additional shares from the assumed exercise of
    stock options and vesting of restricted stock |               |        | 744               |  |               |        | 7             |  |   |        | 615    |  |   |        | 5      | 
|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|                                      |                                                                                                  |               | 59,468 |                   |  |               | 58,473 |               |  |   | 59,128 |        |  |   | 58,433 |       
|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       
|Diluted earnings per share            |                                                                                                  | $             | 0.56   |                   |  | $             | 0.20   |               |  | $ | 1.17   |        |  | $ | 0.40   |       
|                                      |                                                                                                  |               |        |                   |  |               |        |               |  |   |        |        |  |   |        |       

Out-of-the-money options for the purchase of shares of Common
Stock that were excluded because of their anti-dilutive effect
totaled 1.8 million shares for the third quarter of 2004
and 5.5 million for the third quarter of 2003. These
out-of-the-money options totaled 1.8 million for the first
nine months of 2004 and 5.6 million shares for the first
nine months of 2003.

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




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

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

|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |        |      | 
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ------ | ----------------- | ---- | ------------- | ------ | ------------- | ---- | - | ------ | ------ | ---- | - | ------ | ------ | ---- | 
|                                      |                                                                                                                                                       |                       |        |                  
|                                      |                                                                                                                                                       | Quarter Ended         |        | Nine Months Ended
|                                      |                                                                                                                                                       |                       |        |                  
|                                      |                                                                                                                                                       | September 30,         |        | September 28,     |      | September 30, |        | September 28,
|                                      |                                                                                                                                                       | 2004                  |        | 2003              |      | 2004          |        | 2003         
|(In thousands, except per share data) |                                                                                                                                                       |                       |        |                   |      |               |        |              
|Net earnings, as reported             |                                                                                                                                                       | $                     | 33,428 |                   |      | $             | 11,752 |               |      | $ | 69,009 |        |      | $ | 23,510 |       
|                                      | Deduct total incremental stock-based compensation
    expense determined under fair-value-based method for all awards,
    net of related tax effects |                       |        | (871              | )    |               |        | (1,108        | )    |   |        | (3,283 | )    |   |        | (3,530 | )   
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       
|                                      | Pro forma net earnings                                                                                                                                |                       | $      | 32,557            |      |               | $      | 10,644        |      |   | $      | 65,726 |      |   | $      | 19,980 |     
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       
|                                      | Earnings per share:                                                                                                                                   |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |        |     
|                                      |                                                                                                                                                       | Basic  as reported   |        | $                 | 0.57 |               |        | $             | 0.20 |   |        | $      | 1.18 |   |        | $      | 0.40 | 
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                       | Basic  pro forma     |        | $                 | 0.55 |               |        | $             | 0.18 |   |        | $      | 1.12 |   |        | $      | 0.34 | 
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                       | Diluted  as reported |        | $                 | 0.56 |               |        | $             | 0.20 |   |        | $      | 1.17 |   |        | $      | 0.40 | 
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                       | Diluted  pro forma   |        | $                 | 0.55 |               |        | $             | 0.18 |   |        | $      | 1.12 |   |        | $      | 0.34 | 
|                                      |                                                                                                                                                       |                       |        |                   |      |               |        |               |      |   |        |        |      |   |        |       

A valuation using the fair-value-based accounting method has
been made for applicable stock options granted as of
September 30, 2004, and September 28, 2003. That
valuation was performed using the Black-Scholes option-pricing
model.



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

The Corporations income tax provision for the third
quarter 2004 was $14.3 million, or an effective rate of
30.0% of pre-tax income, compared to a tax provision in the
third quarter 2003 of $4.3 million.

The Corporations income tax provision for the first nine
months of 2004 was $26.1 million, or an effective rate of
27.4% compared to a tax provision in the first nine months of
2003 of $3.2 million. Both the first nine months of 2004
and 2003 included tax benefits ($1.5 million for 2004 and
$4.0 million for 2003) resulting from the favorable
completion of tax audits and a corresponding reduction in tax
exposure.

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of September 30, 2004, will be
sufficient to realize the recorded deferred tax assets, net of
the existing valuation allowance at September 30, 2004.
Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable

6



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


income and tax planning strategies in making this assessment.
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. 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. 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 occur in subsequent
periods to 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

Total comprehensive income and its components are as follows:

|                                         |  |               |        |                   |  |               |        |               |  |   |        |   |  |   |        |  
|---------------------------------------- |  | ------------- | ------ | ----------------- |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | ------ | -
|                                         |  |               |        |                  
|                                         |  | Quarter Ended |        | Nine Months Ended
|                                         |  |               |        |                  
|                                         |  | September 30, |        | September 28,     |  | September 30, |        | September 28,
|                                         |  | 2004          |        | 2003              |  | 2004          |        | 2003         
|(In thousands)                           |  |               |        |                   |  |               |        |              
|Net income                               |  | $             | 33,428 |                   |  | $             | 11,752 |               |  | $ | 69,009 |   |  | $ | 23,510 |  
|Foreign currency translation adjustments |  |               | 11,788 |                   |  |               | 248    |               |  |   | 5,693  |   |  |   | 32,608 |  
|Unrealized gains (losses) on securities  |  |               | (8     | )                 |  |               | (56    | )             |  |   | (33    | ) |  |   | (162   | )
|                                         |  |               |        |                   |  |               |        |               |  |   |        |   |  |   |        |  
|Comprehensive income                     |  | $             | 45,208 |                   |  | $             | 11,944 |               |  | $ | 74,669 |   |  | $ | 55,956 |  
|                                         |  |               |        |                   |  |               |        |               |  |   |        |   |  |   |        |  



|   |                       
|-- | ----------------------
|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, if any, are recorded in cost
of sales. As of September 30, 2004, the Corporation had
outstanding commodities futures contracts with a notional amount
of $13.3 million and a market value of $1.6 million.
As of December 31, 2003, the Corporation had outstanding
commodities futures

7



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


contracts with a notional amount of $12.2 million and a
market value of $1.1 million. Cost of sales for the quarter
ended September 30, 2004, reflects a gain of
$0.6 million related to the mark-to-market adjustments for
commodities futures contracts and a negligible effect for the
quarter ended September 28, 2003. Cost of sales for the
nine months ended September 30, 2004, reflects a gain of
$0.4 million related to the mark-to-market adjustments for
commodities futures contracts and a negligible effect for the
nine months ended September 28, 2003.



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

From time to time, the Corporation utilizes forward foreign
exchange contracts for the sale or purchase of foreign
currencies (principally European currencies). Forward foreign
exchange contracts utilized by the Corporation have not
previously been designated as hedging instruments and do not
qualify for hedge accounting treatment under the provisions of
SFAS No. 133 and SFAS No. 138. Mark-to-market gains
and losses for forward foreign exchange contracts, if any, are
recorded in other expense, net. As of September 30, 2004,
the Corporation had no outstanding forward exchange contracts
related to foreign currencies. As of December 31, 2003, the
Corporation had outstanding forward sale contracts with a
notional amount of $14.2 million related to European
currencies. Other expense, net for the quarters and nine months
ended September 30, 2004, and September 28, 2003,
reflected no impact from mark-to-market adjustments for forward
foreign exchange contracts.



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

As of December 31, 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. In August 2004, the Corporation terminated
portions of its interest rate swap agreements totaling a
notional amount of $84.7 million relating to the debt
securities maturing in 2008 and 2009. The approximate
$0.1 million received by the Corporation from terminating
its previous position will reduce the future effective interest
rate of the underlying debt instruments.

Outstanding interest rate swaps qualify for the short-cut method
of accounting for a fair value hedge under SFAS No. 133.
The amount to be paid or received under the interest rate swap
agreements is recorded as a component of net interest expense.
Net interest expense for the quarter ended September 30,
2004, reflects a benefit of $1.1 million associated with
these interest rate swap agreements and a benefit of
$1.7 million for the quarter ended September 28, 2003.
Net interest expense for the nine months ended
September 30, 2004, reflects a benefit of $4.3 million
associated with these interest rate swap agreements and a
benefit of $4.6 million for the nine months ended
September 28, 2003.

At September 30, 2004, the net out-of-the-money fair value
of the interest rate swaps was $3.2 million, which is
comprised of $3.5 million classified in other long-term
liabilities and $0.3 million classified in other long-term
assets, with an off-setting $3.2 million net decrease in
the book value of the debt hedged. At December 31, 2003,
the net out-of-the-money fair value of the interest rate swaps
was $4.3 million, which is comprised of $4.9 million
classified in other

8



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


long-term liabilities and $0.6 million classified in other
long-term assets, with an off-setting $4.3 million net
decrease in the book value of the debt hedged.



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

The Corporations long-term debt at September 30,
2004, and December 31, 2003, was:

|                                              |                                     |               |         |              |  |   |         |         |    
|--------------------------------------------- | ----------------------------------- | ------------- | ------- | ------------ |  | - | ------- | ------- | ---
|                                              |                                     | September 30, |         | December 31,
|                                              |                                     | 2004          |         | 2003        
|(In thousands)                                |                                     |               |         |             
|Unsecured notes                               |                                     |               |         |              |  |   |         |        
|                                              | 8.25% Notes due 2004                |               | $       |             |  |   | $       | 124,997 | (a)
|                                              | 6.50% Notes due 2006                |               |         | 151,217      |  |   |         | 151,927 |    
|                                              | 7.25% Notes due 2013(b)             |               |         | 121,487      |  |   |         | 120,062 |    
|Unsecured medium-term notes                   |                                     |               |         |              |  |   |         |        
|                                              | 6.63% Medium-term notes due 2008(b) |               |         | 115,088      |  |   |         | 115,216 |    
|                                              | 6.39% Medium-term notes due 2009(b) |               |         | 150,228      |  |   |         | 150,276 |    
|Non-U.S. borrowings due through 2005          |                                     |               | 5,751   |              |  |   | 5,751   |        
|Industrial revenue bonds due through 2008     |                                     |               | 6,355   |              |  |   | 7,055   |        
|Other, including capital leases               |                                     |               | 4,940   |              |  |   | 10,032  |        
|                                              |                                     |               |         |              |  |   |         |        
|Long-term debt (including current maturities) |                                     |               | 555,066 |              |  |   | 685,316 |        
|Less current portion                          |                                     |               | 8,989   |              |  |   | 133,344 |        
|                                              |                                     |               |         |              |  |   |         |        
|Long-term debt                                |                                     | $             | 546,077 |              |  | $ | 551,972 |        
|                                              |                                     |               |         |              |  |   |         |        



---



|    |  |                                                    
|--- |  | ---------------------------------------------------
|(a) |  | Paid in January 2004 from available cash resources.
|   
|(b) |  | See Note 6 regarding interest rate swap agreements.

The Corporation has a $175 million committed revolving
credit facility with a bank group that is secured by, among
other things, accounts receivable, inventory and equipment
located in the United States. The credit facility contains,
among other things, conditions precedent for borrowing;
covenants which, under certain conditions, could limit or
restrict investments, disposition of collateral and payment of
dividends; financial covenants regarding additional debt, liens,
minimum liquidity and capital expenditures; and standard events
of default. The Corporation pays an annual unused commitment fee
of 62.5 basis points on the undrawn balance to maintain
this facility. No borrowings were outstanding under this
facility as of September 30, 2004. Any borrowings
outstanding as of June 2006 would mature on that date.

Outstanding letters of credit, which reduced availability under
the credit facility, amounted to $32.3 million at
September 30, 2004. 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
$0.3 million at September 30, 2004. The remaining
letters of credit relate to third-party insurance claims
processing, existing debt obligations and certain tax incentive
programs.

9



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


The Corporation has a CAD$45 million (approximately
US$35 million) committed revolving credit facility with a
Canadian bank that is secured by inventory and accounts
receivable located in Canada. The Corporation pays an annual
unused commitment fee of 27.5 basis points on the undrawn
balance to maintain this facility. This facility matures in
September 2006 and no borrowings were outstanding as of
September 30, 2004.

The Corporation has a EUR10 million (approximately
US$12 million) committed revolving credit facility with a
European bank that is secured by inventory and receivables
located in Europe. The Corporation pays an annual unused
commitment fee of 62.5 basis points on the undrawn balance
to maintain this facility. This facility has an indefinite
maturity and no borrowings were outstanding as of
September 30, 2004.

As of September 30, 2004, the Corporations aggregate
availability of funds under its credit facilities is
approximately $185.0 million, after deducting outstanding
letters of credit. Availability under the revolving credit
facilities increases or decreases with fluctuations in the value
of the underlying collateral and is subject to the satisfaction
of various covenants and conditions to borrowing. The
Corporation has the option, at the time of drawing funds under
any of the credit facilities, 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. These are back
up facilities which have not been utilized and the Corporation
currently does not expect to utilize these facilities in the
foreseeable future.



|   |                     
|-- | --------------------
|8. | Assets Held for Sale

Approximately $41 million of previously held for sale
assets associated with certain communications product lines in
the Electrical segment were reclassified as assets held and used
as of March 30, 2003. This reflected the Corporations
decision during the second quarter of 2003 to no longer actively
pursue a sale of those assets. The previous cessation of
depreciation on these assets during the first quarter of 2003
was $1.8 million. No reinstatement of previous depreciation
is required for these assets and the Corporation began
prospective depreciation in the second quarter of 2003.

10



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|   |                                     
|-- | ------------------------------------
|9. | Pension and Post-Retirement Benefits

Net periodic cost for the Corporations defined benefit
pension plans and for post-retirement health-care and life
insurance benefits included the following components:

|                                                     |                               |                  |        |                          |   |               |        |               |   |   |     |     |   |   |     |      |  
|---------------------------------------------------- | ----------------------------- | ---------------- | ------ | ------------------------ | - | ------------- | ------ | ------------- | - | - | --- | --- | - | - | --- | ---- | -
|                                                     |                               |                 
|                                                     |                               | Quarter Ended   
|                                                     |                               |                 
|                                                     |                               |                  |        |                         
|                                                     |                               | Pension Benefits |        | Post-Retirement Benefits
|                                                     |                               |                  |        |                         
|                                                     |                               | September 30,    |        | September 28,            |   | September 30, |        | September 28,
|                                                     |                               | 2004             |        | 2003                     |   | 2004          |        | 2003         
|(In thousands)                                       |                               |                  |        |                          |   |               |        |              
|Service cost  benefits earned during
    the period |                               | $                | 2,584  |                          |   | $             | 1,982  |               |   | $ | 4   |     |   | $ | 4   |     
|Interest cost on projected benefit obligation        |                               |                  | 4,985  |                          |   |               | 4,461  |               |   |   | 247 |     |   |   | 256 |     
|Expected return on plan assets                       |                               |                  | (4,681 | )                        |   |               | (4,081 | )             |   |   |    |     |   |   |    |     
|Net amortization of unrecognized:                    |                               |                  |        |                          |   |               |        |               |   |   |     |     |   |   |     |     
|                                                     | Transition obligation (asset) |                  |        | (2                       | ) |               |        | (8            | ) |   |     | 192 |   |   |     | 191  |  
|                                                     | Prior service cost (gain)     |                  |        | 319                      |   |               |        | 272           |   |   |     | (58 | ) |   |     | (58  | )
|                                                     | Plan net loss (gain)          |                  |        | 969                      |   |               |        | 725           |   |   |     | (7  | ) |   |     | (120 | )
|                                                     | Settlement loss               |                  |        | 191                      |   |               |        |              |   |   |     |    |   |   |     |     |  
|                                                     |                               |                  |        |                          |   |               |        |               |   |   |     |     |   |   |     |     
|Net periodic pension cost                            |                               | $                | 4,365  |                          |   | $             | 3,351  |               |   | $ | 378 |     |   | $ | 273 |     
|                                                     |                               |                  |        |                          |   |               |        |               |   |   |     |     |   |   |     |     

|                                                     |                               |                   |         |                          |   |               |         |               |   |   |       |      |   |   |     |      |  
|---------------------------------------------------- | ----------------------------- | ----------------- | ------- | ------------------------ | - | ------------- | ------- | ------------- | - | - | ----- | ---- | - | - | --- | ---- | -
|                                                     |                               |                  
|                                                     |                               | Nine Months Ended
|                                                     |                               |                  
|                                                     |                               |                   |         |                         
|                                                     |                               | Pension Benefits  |         | Post-Retirement Benefits
|                                                     |                               |                   |         |                         
|                                                     |                               | September 30,     |         | September 28,            |   | September 30, |         | September 28,
|                                                     |                               | 2004              |         | 2003                     |   | 2004          |         | 2003         
|(In thousands)                                       |                               |                   |         |                          |   |               |         |              
|Service cost  benefits earned during
    the period |                               | $                 | 6,938   |                          |   | $             | 5,941   |               |   | $ | 13    |      |   | $ | 13  |     
|Interest cost on projected benefit obligation        |                               |                   | 14,101  |                          |   |               | 13,378  |               |   |   | 740   |      |   |   | 768 |     
|Expected return on plan assets                       |                               |                   | (13,629 | )                        |   |               | (12,242 | )             |   |   |      |      |   |   |    |     
|Net amortization of unrecognized:                    |                               |                   |         |                          |   |               |         |               |   |   |       |      |   |   |     |     
|                                                     | Transition obligation (asset) |                   |         | (6                       | ) |               |         | (23           | ) |   |       | 575  |   |   |     | 575  |  
|                                                     | Prior service cost (gain)     |                   |         | 825                      |   |               |         | 814           |   |   |       | (175 | ) |   |     | (175 | )
|                                                     | Plan net loss (gain)          |                   |         | 2,904                    |   |               |         | 2,173         |   |   |       | (20  | ) |   |     | (361 | )
|                                                     | Settlement loss               |                   |         | 1,916                    |   |               |         |              |   |   |       |     |   |   |     |     |  
|                                                     |                               |                   |         |                          |   |               |         |               |   |   |       |      |   |   |     |     
|Net periodic pension cost                            |                               | $                 | 13,049  |                          |   | $             | 10,041  |               |   | $ | 1,133 |      |   | $ | 820 |     
|                                                     |                               |                   |         |                          |   |               |         |               |   |   |       |      |   |   |     |     

The Corporation disclosed in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, that it
expected to contribute $6 million to its qualified pension
plans in 2004. As of September 30, 2004, approximately
$5 million of contributions had been made. The Corporation
presently anticipates contributing an additional $1 million
to fund its qualified pension plans during 2004. As of
September 30, 2004, the Corporation had contributed
approximately $4 million to its non-qualified pension plans
to fund withdrawals and presently does not anticipate further
contributions to those plans during 2004.



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

The Corporation has three reportable segments: Electrical, Steel
Structures and HVAC. During the second quarter of 2004, the
Corporation aggregated its Communications segment, which had
previously been reported separately, into its Electrical
segment. The Electrical

11



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


segment and the former Communications segment have similar
business and economic characteristics. Segment information for
prior periods has been conformed to the current presentation.

The Electrical segment designs, manufactures and markets
thousands of different connectors, components and other products
for electrical applications. The Steel Structures segment
designs, manufactures and markets tubular steel transmission and
distribution poles and lattice steel transmission towers for
North American power and telecommunications companies. The HVAC
segment designs, manufactures and markets heating and
ventilation products for commercial and industrial buildings.

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and performance. The Corporation evaluates its
business segments on the basis of segment earnings, with segment
earnings defined as earnings from continuing operations before
interest, taxes, asset impairments, restructuring charges and
certain other charges. The Corporation has no material
inter-segment sales.

|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |         | 
|------------------------------- | --------------------------------- | ------------- | ------ | ----------------- |  | ------------- | ------ | ------------- |  | - | ------- | --------- |  | - | ------- | ------- | 
|                                |                                   |               |        |                  
|                                |                                   | Quarter Ended |        | Nine Months Ended
|                                |                                   |               |        |                  
|                                |                                   | September 30, |        | September 28,     |  | September 30, |        | September 28,
|                                |                                   | 2004          |        | 2003              |  | 2004          |        | 2003         
|(In thousands)                  |                                   |               |        |                   |  |               |        |              
|Net sales:                      |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|                                | Electrical                        |               | $      | 323,750           |  |               | $      | 289,389       |  |   | $       | 932,449   |  |   | $       | 828,643 | 
|                                | Steel Structures                  |               |        | 42,423            |  |               |        | 23,545        |  |   |         | 98,504    |  |   |         | 66,856  | 
|                                | HVAC                              |               |        | 28,038            |  |               |        | 25,757        |  |   |         | 85,219    |  |   |         | 77,335  | 
|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|                                | Total net sales                   |               | $      | 394,211           |  |               | $      | 338,691       |  |   | $       | 1,116,172 |  |   | $       | 972,834 | 
|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|Segment earnings:               |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|                                | Electrical                        |               | $      | 34,165            |  |               | $      | 17,634        |  |   | $       | 90,846    |  |   | $       | 42,647  | 
|                                | Steel Structures                  |               |        | 5,910             |  |               |        | 2,680         |  |   |         | 9,091     |  |   |         | 4,202   | 
|                                | HVAC                              |               |        | 1,868             |  |               |        | 1,353         |  |   |         | 5,531     |  |   |         | 3,235   | 
|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|                                | Total reportable segment earnings |               |        | 41,943            |  |               |        | 21,667        |  |   |         | 105,468   |  |   |         | 50,084  | 
|Interest expense, net           |                                   |               | (8,162 | )                 |  |               | (9,682 | )             |  |   | (23,260 | )         |  |   | (27,101 | )      
|Gain on sale of equity interest |                                   |               | 12,978 |                   |  |               |       |               |  |   | 12,978  |           |  |   |        |        
|Other (expense) income, net     |                                   |               | 995    |                   |  |               | 4,114  |               |  |   | (97     | )         |  |   | 3,743   |        
|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        
|Earnings before income taxes    |                                   | $             | 47,754 |                   |  | $             | 16,099 |               |  | $ | 95,089  |           |  | $ | 26,726  |        
|                                |                                   |               |        |                   |  |               |        |               |  |   |         |           |  |   |         |        



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



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



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

By July 5, 2000, Kaiser Aluminum, its property insurers,
28 Kaiser injured workers, nearby businesses, and
18,000 residents near the Kaiser facility in Louisiana
certified as a class, filed product liability and business
interruption cases against the Corporation and six other
defendants

12



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


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 a 13.8 kv energized bus bar.
This alleged electrical fault supposedly initiated a series of
events culminating in an explosion, which leveled 600 acres
of the Kaiser facility.

A seven-week trial in the fall of 2001 resulted in a jury
verdict in favor of the Corporation. However, 13 months
later, the trial court overturned that verdict in granting
plaintiffs judgment notwithstanding the verdict motions.
On December 17, 2002, the trial court judge found the
Thomas & Betts product, an adhesive backed
mounting base, to be unreasonably dangerous and therefore
assigned 25% fault to T&B. The judge set the damages for the
injured worker at $20 million and the damages for Kaiser at
$335 million. The judgment did not address damages for
nearby businesses or 18,000 residents near the Kaiser facility.
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.

In regard to the $88.8 million Kaiser judgment allocation
discussed above, the Corporation has not reflected a liability
in its financial statements because management believes
meritorious defenses exist for this claim and thus management
does not believe a loss is probable. Further, until there are
new developments in the case that would provide more definitive
amounts, management cannot provide any better range of possible
losses than zero to the amount of the judgment. The Corporation
has insurance coverage in excess of the judgment.

The nearby businesses have made demands for unspecified damages,
but to date, no discovery has taken place.

In early fourth quarter 2004, the Corporation and the class
reached settlement for claims by the class members (18,000
residents near the Kaiser facility). The settlement extinguishes
the claims of all class members and includes indemnity of the
Corporation against future potential claims asserted by class
members or those class members who opted out of the settlement
process. Also in early fourth quarter 2004, the court approved
the class settlement at a fairness hearing. The
$3.75 million class settlement amount has been paid
directly by an insurer of the Corporation into a trust for the
benefit of class members. The $3.75 million class
settlement has been reflected in the Corporations
September 30, 2004 balance sheet in accrued liabilities,
with a corresponding amount of insurance recoveries reflected in
receivables.



| |         
| | --------
| | Asbestos

The Corporation and two subsidiaries, Amerace Corporation and
L.E. Mason (Red Dot), acquired respectively in 1995 and
1999, are subject to asbestos lawsuits in Mississippi, New
Jersey and four other states, related to either undefined and
unidentified or historic products. In all cases, the Corporation
is investigating these allegations. Amerace is one of hundreds
of defendants and Red Dot and the Corporation are one of dozens
of defendants. No product of

13



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


Amerace, Red Dot or Thomas and Betts that has been identified in
these cases contains or contained asbestos. The Corporation has
been dismissed in two of the lawsuits. In the Amerace
litigation, four lawsuits have already been dismissed. Potential
exposure at this time, if any, cannot be estimated. Management
believes, however, that there is no merit to these claims, that
damages, if any, are remote and believes that a loss is not
probable in any of these cases. Insurance coverage is available
in connection with these claims.



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

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



|    |                                
|--- | -------------------------------
|12. | Gain on Sale of Equity Interest

The Corporation sold its 49.9% interest in Euromold NV in
September 2004 for $20.9 million in cash and recognized a
pre-tax gain of $13.0 million. Prior to the sale, the
Corporation had recognized net earnings from this equity
interest of $1.3 million during the nine months ended
September 30, 2004, and $1.5 million during the year
ended December 31, 2003.

14



---



##### Table of Contents








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

Executive Overview



| |             
| | ------------
| | Introduction

Thomas & Betts Corporation is a leading designer and
manufacturer of connectors and components for electrical
markets. We are also a leading producer of highly engineered
steel structures used primarily for utility power lines, and
industrial heating units. We operate approximately 130
manufacturing, distribution and office facilities around the
world in approximately 20 countries. Manufacturing,
marketing and sales activities are concentrated primarily in
North America and Europe.

We sell our products



| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | through electrical, telephone, cable and heating, ventilation
    and air-conditioning distributors;
|
| |  | directly to original equipment manufacturers and certain end
    users; and                         
|
| |  | through mass merchandisers, catalog merchandisers and home
    improvement centers.                 

We pursue growth through market penetration, new product
development, and, at times, acquisitions.



| |             
| | ------------
| | 2004 Outlook

We are expecting modest volume improvement in the fourth quarter
compared to last year, except in our Steel Structures segment
where demand is significantly stronger. Based on this outlook,
we believe that our full-year 2004 net earnings per diluted
share will fall within the range of $1.48 to $1.53, a
substantial improvement over the $0.73 per diluted share
reported in 2003.

We have experienced higher costs of raw materials 
especially steel  during the first nine months of
2004 and expect this trend to continue through the balance of
2004. To date, we have been able to offset these higher raw
materials costs primarily with price increases. In the fourth
quarter, we anticipate slightly higher material costs than in
the third quarter. We continue to believe that the higher raw
materials costs during the remainder of 2004 will be largely
offset through higher prices for our products. However, the
current competitive environment could make fully recovering
these additional costs more difficult. Additionally, we face the
possibility of limited availability for steel 
primarily in our highly-engineered Steel Structures
segment  during the remainder of 2004, but continue
to work closely with our steel suppliers to avoid any serious
disruption to our operations.



| |               
| | --------------
| | Business Risks

There are many factors that could pose a risk to our business
and our ability to execute our business plan, some of which are
beyond our control. A description of these factors is included
in the Business Risks section of our Annual Report
on Form 10-K for the fiscal year ended December 31,
2003. These factors include, but are not limited to:



|  |                                                                  
|- | -----------------------------------------------------------------
| | Risks Related to Credit Quality of Customers                     
| 
| | Negative Economic Conditions May Adversely Affect
    Performance

15



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##### Table of Contents





|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
| | Changes in Customer Demand                                                                                   
| 
| | Adverse Regulatory, Environmental, Monetary or Other
    Governmental Policies Which May Affect Profitability
| 
| | Adequacy of Insurance                                                                                        
| 
| | Terrorist Acts and Acts of War                                                                               



| |                           
| | --------------------------
| | Forward-Looking Statements

This Report includes forward-looking statements that are subject
to risks and uncertainties in our operations, business, economic
and political environment. Statements that contain words such as
achieve, believes, expects,
trend, continue, should,
could, may, plan,
possibility, projected, 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 or achievements may
differ materially from those expressed or implied by the
forward-looking statements contained in this Report. For more
information about these risks and uncertainties please see the
section entitled, Caution Regarding Forward-Looking
Statements contained in our Annual Report on
Form 10-K for the fiscal period ended December 31,
2003.

Comparison of Periods in 2004 with Periods in 2003



| |         
| | --------
| | Overview

Our earnings from operations for the third quarter and first
nine months of 2004 were up significantly compared to the
prior-year periods. These earnings improvements reflect
increased current year demand in all of our segments, with our
plants benefiting from better absorption on the increased sales
volumes. Additionally, increased demand during the third quarter
resulted from severe weather in the southeast United States,
which benefitted utility-related products primarily in our Steel
Structures segment. Although we experienced rising raw material
costs  especially steel  during 2004, the
effect on results for the third quarter and first nine months of
2004 were minimal as the higher raw materials costs were largely
offset through higher prices for our products. Finally, our
prior year earnings from operations for the third quarter and
first nine months of 2003 included a pre-tax benefit of
$8.9 million for the favorable settlement of a commercial
lawsuit.

Our net earnings for the third quarter and first nine months of
2004 included a $13.0 million pre-tax gain related to the
sale of a minority interest in a European joint venture.

16



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##### Table of Contents



Consolidated Results

|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |   | 
|------------------------------------- | ------- | ------------------ | ----- | ------------------ |  | -------- | ----- | -------- |  | - | ----- | ---- |  |  | ----- | - | 
|                                      |         |                   
|                                      |         | Quarter Ended     
|                                      |         |                   
|                                      |         |                    |       |                   
|                                      |         | September 30, 2004 |       | September 28, 2003
|                                      |         |                    |       |                   
|                                      |         | In                 |       | % of Net           |  | In       |       | % of Net
|                                      |         | Millions           |       | Sales              |  | Millions |       | Sales   
|                                      |         |                    |       |                    |  |          |       |         
|Net sales                             |         | $                  | 394.2 |                    |  |          | 100.0 |          |  | $ | 338.7 |      |  |  | 100.0 |  
|Cost of sales                         |         |                    | 284.2 |                    |  |          | 72.1  |          |  |   | 254.2 |      |  |  | 75.0  |  
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Gross profit                          |         |                    | 110.0 |                    |  |          | 27.9  |          |  |   | 84.5  |      |  |  | 25.0  |  
|Selling, general and administrative   |         |                    | 68.7  |                    |  |          | 17.4  |          |  |   | 67.0  |      |  |  | 19.8  |  
|Other operating expense (income), net |         |                    |      |                    |  |          |      |          |  |   | (8.9  | )    |  |  | (2.6  | )
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings from operations              |         |                    | 41.3  |                    |  |          | 10.5  |          |  |   | 26.4  |      |  |  | 7.8   |  
|Income from unconsolidated companies  |         |                    | 0.6   |                    |  |          | 0.1   |          |  |   | 0.5   |      |  |  | 0.2   |  
|Interest expense, net                 |         |                    | (8.2  | )                  |  |          | (2.1  | )        |  |   | (9.7  | )    |  |  | (2.9  | )
|Other (expense) income, net           |         |                    | 1.0   |                    |  |          | 0.3   |          |  |   | (1.1  | )    |  |  | (0.3  | )
|Gain on sale of equity interest       |         |                    | 13.0  |                    |  |          | 3.3   |          |  |   |      |      |  |  |      |  
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings before income taxes          |         |                    | 47.7  |                    |  |          | 12.1  |          |  |   | 16.1  |      |  |  | 4.8   |  
|Income tax provision                  |         |                    | 14.3  |                    |  |          | 3.6   |          |  |   | 4.3   |      |  |  | 1.3   |  
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Net earnings                          |         | $                  | 33.4  |                    |  |          | 8.5   |          |  | $ | 11.8  |      |  |  | 3.5   |  
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Per share earnings:                   |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|                                      | Basic   |                    | $     | 0.57               |  |          |       |          |  |   | $     | 0.20 |  |  |       |   | 
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  
|                                      | Diluted |                    | $     | 0.56               |  |          |       |          |  |   | $     | 0.20 |  |  |       |   | 
|                                      |         |                    |       |                    |  |          |       |          |  |   |       |      |  |  |       |  

17



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##### Table of Contents



|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |   | 
|------------------------------------- | ------- | ------------------ | ------- | ------------------ |  | -------- | ----- | -------- |  | - | ----- | ---- |  |  | ----- | - | 
|                                      |         |                   
|                                      |         | Nine Months Ended 
|                                      |         |                   
|                                      |         |                    |         |                   
|                                      |         | September 30, 2004 |         | September 28, 2003
|                                      |         |                    |         |                   
|                                      |         | In                 |         | % of Net           |  | In       |       | % of Net
|                                      |         | Millions           |         | Sales              |  | Millions |       | Sales   
|                                      |         |                    |         |                    |  |          |       |         
|Net sales                             |         | $                  | 1,116.2 |                    |  |          | 100.0 |          |  | $ | 972.8 |      |  |  | 100.0 |  
|Cost of sales                         |         |                    | 799.3   |                    |  |          | 71.6  |          |  |   | 719.7 |      |  |  | 74.0  |  
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Gross profit                          |         |                    | 316.9   |                    |  |          | 28.4  |          |  |   | 253.1 |      |  |  | 26.0  |  
|Selling, general and administrative   |         |                    | 213.3   |                    |  |          | 19.1  |          |  |   | 208.6 |      |  |  | 21.4  |  
|Other operating expense (income), net |         |                    |        |                    |  |          |      |          |  |   | (8.9  | )    |  |  | (0.9  | )
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings from operations              |         |                    | 103.6   |                    |  |          | 9.3   |          |  |   | 53.4  |      |  |  | 5.5   |  
|Income from unconsolidated companies  |         |                    | 1.9     |                    |  |          | 0.2   |          |  |   | 1.9   |      |  |  | 0.2   |  
|Interest expense, net                 |         |                    | (23.3   | )                  |  |          | (2.1  | )        |  |   | (27.1 | )    |  |  | (2.8  | )
|Other (expense) income, net           |         |                    | (0.1    | )                  |  |          |      |          |  |   |      |      |  |  |      |  
|Gain on sale of equity interest       |         |                    | 13.0    |                    |  |          | 1.1   |          |  |   | (1.5  | )    |  |  | (0.2  | )
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings before income taxes          |         |                    | 95.1    |                    |  |          | 8.5   |          |  |   | 26.7  |      |  |  | 2.7   |  
|Income tax provision                  |         |                    | 26.1    |                    |  |          | 2.3   |          |  |   | 3.2   |      |  |  | 0.3   |  
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Net earnings                          |         | $                  | 69.0    |                    |  |          | 6.2   |          |  | $ | 23.5  |      |  |  | 2.4   |  
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|Per share earnings:                   |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|                                      | Basic   |                    | $       | 1.18               |  |          |       |          |  |   | $     | 0.40 |  |  |       |   | 
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  
|                                      | Diluted |                    | $       | 1.17               |  |          |       |          |  |   | $     | 0.40 |  |  |       |   | 
|                                      |         |                    |         |                    |  |          |       |          |  |   |       |      |  |  |       |  



| |                           
| | --------------------------
| | Net Sales and Gross Profit

Our third quarter 2004 net sales were up $55.5 million, or
16.4%, from the prior-year period. Favorable foreign currency
exchange accounted for approximately $8 million of the increase.
For the first nine months of 2004, net sales were up $143.3, or
14.7% from the prior-year period. Favorable foreign currency
exchange accounted for approximately $30 million of the
year to date increase. These increases in sales also reflect raw
material-related price increases and sales volume improvements
across all of our business segments.

The third quarter 2004 gross margin was 27.9% of net sales. In
the third quarter 2003, our gross margin was 25.0%, including
$3.7 million in charges related to closing a satellite
distribution center. For the first nine months of 2004, our
gross margin was 28.4% of net sales, compared to 26.0% in the
prior-year period. These gross margin improvements reflect
increased sales volumes with our plants benefiting from better
absorption. Rising raw material costs had a minimal impact on
our 2004 results, as increases were largely off-set through
higher prices for our products. Our year to date gross margin in
2003 reflected a first quarter benefit of $1.8 million from
the cessation of depreciation on assets previously held for sale.



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

Third quarter 2004 selling, general and administrative
(SG&A) expense was $68.7 million or 17.4% of net sales,
compared to $67.0 million or 19.8% of net sales in the
prior-year period. For the first nine months of 2004, our
SG&A expense was $213.3 million or 19.1% of net sales,
compared to $208.6 million or 21.4% of net sales in the
prior-year period. The improvements in

18



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##### Table of Contents





Net other operating expense (income) for the third quarter and
first nine months of 2003 reflect a pre-tax benefit of
$8.9 million for the favorable settlement of a commercial
lawsuit.



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

Net interest expense for the third quarter 2004 was
$8.2 million, down from $9.7 million compared to the
year-earlier period due primarily to lower debt levels. For the
first nine months of 2004, our net interest expense was
$23.3 million, down from $27.1 million in the
prior-year period, also due primarily to lower debt levels.
Interest income of $1.1 million for the third quarter of
2004 and $2.9 million for the first nine months of 2004,
which are included in net interest expense, were relatively flat
with the prior year periods.



| |                                
| | -------------------------------
| | Gain on Sale of Equity Interest

In September 2004, we sold a minority interest in a European
joint venture for $20.9 million in cash and recognized a
pre-tax gain of $13.0 million. For the first nine months of
2004, our year-to-date earnings from this joint venture were
$1.3 million dollars and were recorded in income from
unconsolidated companies. For the full-year 2003, we recorded
$1.5 million dollars in income from this joint venture.



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

Our income tax provision for the third quarter 2004 was
$14.3 million or an effective tax rate of 30.0% of pre-tax
income compared to a tax provision in the third quarter 2003 of
$4.3 million. For the first nine months of 2004, our income
tax provision was $26.1 million or an effective rate of
27.4% compared to a tax provision in the year-earlier period of
$3.2 million. Both the first nine months of 2004 and 2003
included tax benefits ($1.5 million for 2004 and
$4.0 million for 2003) resulting from the favorable
completion of tax audits and a corresponding reduction in tax
exposure.



| |             
| | ------------
| | Net Earnings

Net earnings in the third quarter 2004 were $33.4 million,
or $0.57 per basic and $0.56 per diluted share, compared to net
earnings of $11.8 million, or $0.20 per basic and diluted
share, in the third quarter 2003. For the first nine months of
2004, net earnings were $69.0 million, or $1.18 per
basic and $1.17 per diluted share, compared to net earnings
of $23.5 million, or $0.40 per basic and diluted
share, in the year-earlier period.

Segment Results

We evaluate our business segments on the basis of segment
earnings, with segment earnings defined as earnings from
continuing operations before interest, taxes, asset impairments,
restructuring charges and certain other charges.

We have three reportable segments: Electrical, Steel Structures
and HVAC. During the second quarter of 2004, we aggregated our
Communications segment, which was previously reported
separately, into the Electrical segment. The Electrical segment
and the former Communications segment have similar business and
economic characteristics. Segment information for prior periods
has been conformed to the current presentation.

19



---



##### Table of Contents



Our aggregate segment earnings are significantly influenced by
the operating performance of the Electrical segment which
represents more than three-fourths of net sales and a
substantial portion of segment earnings during each of the
periods presented.

|                 |  |                    |       |                    |  |                    |       |                    |  |          |       |          |  |          |       |          |  |   |         |  |  |  |       |  |  |   |       |  |  |  |       | 
|---------------- |  | ------------------ | ----- | ------------------ |  | ------------------ | ----- | ------------------ |  | -------- | ----- | -------- |  | -------- | ----- | -------- |  | - | ------- |  |  |  | ----- |  |  | - | ----- |  |  |  | ----- | 
|                 |  |                    |       |                   
|                 |  | Quarter Ended      |       | Nine Months Ended 
|                 |  |                    |       |                   
|                 |  |                    |       |                    |  |                    |       |                   
|                 |  | September 30, 2004 |       | September 28, 2003 |  | September 30, 2004 |       | September 28, 2003
|                 |  |                    |       |                    |  |                    |       |                   
|                 |  | In                 |       | % of Net           |  | In                 |       | % of Net           |  | In       |       | % of Net |  | In       |       | % of Net
|Net Sales        |  | Millions           |       | Sales              |  | Millions           |       | Sales              |  | Millions |       | Sales    |  | Millions |       | Sales   
|                 |  |                    |       |                    |  |                    |       |                    |  |          |       |          |  |          |       |         
|Electrical       |  | $                  | 323.8 |                    |  |                    | 82.1  |                    |  | $        | 289.4 |          |  |          | 85.5  |          |  | $ | 932.5   |  |  |  | 83.6  |  |  | $ | 828.6 |  |  |  | 85.2  | 
|Steel Structures |  |                    | 42.4  |                    |  |                    | 10.8  |                    |  |          | 23.5  |          |  |          | 6.9   |          |  |   | 98.5    |  |  |  | 8.8   |  |  |   | 66.9  |  |  |  | 6.9   | 
|HVAC             |  |                    | 28.0  |                    |  |                    | 7.1   |                    |  |          | 25.8  |          |  |          | 7.6   |          |  |   | 85.2    |  |  |  | 7.6   |  |  |   | 77.3  |  |  |  | 7.9   | 
|                 |  |                    |       |                    |  |                    |       |                    |  |          |       |          |  |          |       |          |  |   |         |  |  |  |       |  |  |   |       |  |  |  |       | 
|                 |  | $                  | 394.2 |                    |  |                    | 100.0 |                    |  | $        | 338.7 |          |  |          | 100.0 |          |  | $ | 1,116.2 |  |  |  | 100.0 |  |  | $ | 972.8 |  |  |  | 100.0 | 
|                 |  |                    |       |                    |  |                    |       |                    |  |          |       |          |  |          |       |          |  |   |         |  |  |  |       |  |  |   |       |  |  |  |       | 

|                 |  |                    |      |                    |  |                    |      |                    |  |          |      |          |  |          |      |          |  |   |       |  |  |  |     |  |  |   |      |  |  |  |     | 
|---------------- |  | ------------------ | ---- | ------------------ |  | ------------------ | ---- | ------------------ |  | -------- | ---- | -------- |  | -------- | ---- | -------- |  | - | ----- |  |  |  | --- |  |  | - | ---- |  |  |  | --- | 
|                 |  |                    |      |                   
|                 |  | Quarter Ended      |      | Nine Months Ended 
|                 |  |                    |      |                   
|                 |  |                    |      |                    |  |                    |      |                   
|                 |  | September 30, 2004 |      | September 28, 2003 |  | September 30, 2004 |      | September 28, 2003
|                 |  |                    |      |                    |  |                    |      |                   
|                 |  | In                 |      | % of Net           |  | In                 |      | % of Net           |  | In       |      | % of Net |  | In       |      | % of Net
|Segment Earnings |  | Millions           |      | Sales              |  | Millions           |      | Sales              |  | Millions |      | Sales    |  | Millions |      | Sales   
|                 |  |                    |      |                    |  |                    |      |                    |  |          |      |          |  |          |      |         
|Electrical       |  | $                  | 34.1 |                    |  |                    | 10.5 |                    |  | $        | 17.6 |          |  |          | 6.1  |          |  | $ | 90.9  |  |  |  | 9.7 |  |  | $ | 42.7 |  |  |  | 5.2 | 
|Steel Structures |  |                    | 5.9  |                    |  |                    | 13.9 |                    |  |          | 2.7  |          |  |          | 11.5 |          |  |   | 9.1   |  |  |  | 9.2 |  |  |   | 4.2  |  |  |  | 6.3 | 
|HVAC             |  |                    | 1.9  |                    |  |                    | 6.8  |                    |  |          | 1.4  |          |  |          | 5.4  |          |  |   | 5.5   |  |  |  | 6.5 |  |  |   | 3.2  |  |  |  | 4.1 | 
|                 |  |                    |      |                    |  |                    |      |                    |  |          |      |          |  |          |      |          |  |   |       |  |  |  |     |  |  |   |      |  |  |  |     | 
|                 |  | $                  | 41.9 |                    |  |                    | 10.6 |                    |  | $        | 21.7 |          |  |          | 6.4  |          |  | $ | 105.5 |  |  |  | 9.5 |  |  | $ | 50.1 |  |  |  | 5.2 | 
|                 |  |                    |      |                    |  |                    |      |                    |  |          |      |          |  |          |      |          |  |   |       |  |  |  |     |  |  |   |      |  |  |  |     | 



| |                   
| | ------------------
| | Electrical Segment

Third quarter 2004 net sales in the Electrical segment were up
$34.4 million or 11.9% on a year-over-year basis. Favorable
foreign currency exchange accounted for approximately
$7 million of the increase. For the first nine months of
2004, net sales for the Electrical segment were up
$103.9 million or 12.5% on a year-over-year basis. Foreign
currency exchange accounted for approximately $27 million
of the increase. The increases in sales are primarily a result
of price increases related to higher raw material costs, higher
sales volumes from increased industrial spending and increased
capital spending by utilities, particularly for underground
distribution system maintenance and installations.

Third quarter 2004 segment earnings in the Electrical segment
increased significantly to $34.1 million compared to the
third quarter 2003. For the first nine months of 2004,
Electrical segment earnings of $90.9 million were also
significantly higher than the year-earlier period. These results
reflect the impact of higher sales volumes, productivity
improvements and our ability to largely offset higher raw
material costs.



| |               
| | --------------
| | Other Segments

Third quarter 2004 net sales in our Steel Structures segment
were up $18.9 million or 80.2% on a year-over-year basis. For
the first nine months of 2004, net sales for the Steel
Structures segment were up $31.6 million or 47.3% on a
year-over-year basis. These sales increases were due to an
increase in demand by utilities for transmission poles, price
increases taken to offset higher raw material costs and during
the third quarter, emergency sales related to the severe weather
in the southeast United States. Segment earnings of
$5.9 million in the third quarter and $9.1 million for
the first nine months of 2004 were also higher compared to
$2.7 million in the third quarter and $4.2 million for
the first nine months of the prior year, due primarily to higher
sales volumes.

20



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##### Table of Contents



Third quarter 2004 net sales in the HVAC segment were up
$2.3 million or 8.9% on a year-over-year basis. For the
first nine months of 2004, net sales for the HVAC segment were
up $7.9 million or 10.2% on a year-over-year basis. Segment
earnings of $1.9 million in the third quarter and
$5.5 million for the first nine months of 2004 were also
higher compared to $1.4 million in the third quarter and
$3.2 million for the first nine months of the prior year.
These increases reflect higher sales and on-going efficiency
improvements.



| |                             
| | ----------------------------
| | 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. We cannot assure that actual results will
not differ from those estimates or assumptions. Our significant
accounting policies are described in Note 2 of the Notes to
Consolidated Financial Statements in our Annual Report on
Form 10-K for the fiscal period ended December 31,
2003. We believe that our critical accounting policies include:
Revenue Recognition; Inventory Valuation; Goodwill and Other
Intangible Assets; Long-Lived Assets; Income Taxes; and
Environmental Costs.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue Recognition:We recognize revenue when finished
    products are shipped to unaffiliated customers and both title
    and risks of ownership are transferred. Sales discounts,
    quantity and price rebates, and allowances are estimated based
    on contractual commitments and experience and recorded in the
    period as a reduction of revenue in which the sale is
    recognized. Some distributors, primarily in the Electrical
    segment, have the right to return goods under certain
    circumstances and those returns, which are reasonably estimable,
    are accrued as a reduction of revenue at the time of shipment.
    We analyze 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, we periodically evaluate the
    carrying value of our inventories. We also periodically perform
    an evaluation of inventory for excess and obsolete items. Such
    evaluations are based on our 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:We follow the
    provisions of Statement of Financial Accounting Standards
    (SFAS) No. 142, Goodwill and Other Intangible
    Assets. SFAS No. 142 requires a transitional and
    annual test of goodwill and indefinite lived assets associated
    with reporting units for indications of impairment. We perform
    our 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 us 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 we must perform a
    second, more detailed, impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of our 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

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | of the reporting units goodwill is then compared to the
    carrying amount of goodwill to quantify an impairment charge as
    of the assessment date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Long-Lived Assets:We follow 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, we evaluate assets
    for associated product groups. We review long-lived assets to be
    held-and-used for impairment whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. If the sum of the undiscounted expected
    future cash flows over the remaining useful life of the primary
    asset in the associated product groups is less than the carrying
    amount of the assets, the assets are considered to be impaired.
    Impairment losses are measured as the amount by which the
    carrying amount of the assets exceeds the fair value of the
    assets. When fair values are not available, we estimate 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:We use 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. We have
    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 our ability to
    generate sufficient future taxable income and, if necessary,
    execution of our tax planning strategies. We believe that it is
    more-likely-than-not that future taxable income, based on
    enacted tax law in effect as of September 30, 2004, will be
    sufficient to realize the recorded deferred tax assets net of
    existing valuation allowances. We consider 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 our forecast of
    Thomas & Betts operating results. We periodically
    review such forecasts in comparison with actual results and
    expected trends. In the event we determine that sufficient
    future taxable income, in light of tax planning strategies, may
    not be generated to fully realize net deferred tax assets, we
    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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| |                                
| | -------------------------------
| | Liquidity and Capital Resources

We had cash and cash equivalents of $334.6 million at
September 30, 2004, and $387.4 million at
December 31, 2003.

The following table reflects the primary category totals in our
Consolidated Statements of Cash Flows.

|                                                         |  |                   |        |               |  |   |       | 
|-------------------------------------------------------- |  | ----------------- | ------ | ------------- |  | - | ----- | 
|                                                         |  |                  
|                                                         |  | Nine Months Ended
|                                                         |  |                  
|                                                         |  | September 30,     |        | September 28,
|                                                         |  | 2004              |        | 2003         
|                                                         |  |                   |        |              
|(In millions)                                            |  |                   |        |               |  |   |       | 
|Net cash provided by (used in) operating
    activities  |  | $                 | 59.0   |               |  | $ | 36.5  | 
|Net cash provided by (used in) investing
    activities  |  |                   | 10.2   |               |  |   | 29.2  | 
|Net cash provided by (used in) financing
    activities  |  |                   | (123.7 | )             |  |   | 56.1  | 
|Effect of exchange-rate changes on cash                  |  |                   | 1.6    |               |  |   | 6.0   | 
|                                                         |  |                   |        |               |  |   |       | 
|Net increase (decrease) in cash and cash
    equivalents |  | $                 | (52.9  | )             |  | $ | 127.8 | 
|                                                         |  |                   |        |               |  |   |       | 



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

Cash provided by operating activities during the first nine
months of 2004 improved by $22.5 million compared with cash
provided by operating activities during the first nine months of
2003. The first nine months of 2004 reflected stronger net
earnings, which was partially offset by increases in working
capital requirements. Higher accounts receivable during 2004
reflects higher sales levels. The increase in inventories during
2004 reflects higher current year raw materials costs as well as
some inventory build to protect customer service levels given
uncertainty in raw material availability 
particularly in our Steel Structures segment.



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

Our marketable securities transactions during the first nine
months of 2004 were minimal as compared with $30.9 million
of marketable securities acquired and $79.3 million of
proceeds from matured marketable securities in the same period
last year.

During the first nine months of 2004, proceeds from sale of
property plant and equipment were $4.9 million and capital
expenditures totaled $15.6 million. During the prior year
nine-month period, proceeds from sale of property plant and
equipment were $0.3 million and capital expenditures
totaled $19.4 million. We expect capital expenditures of
just under $30 million for the full year 2004.

Our investing activities for 2004 include proceeds of
$20.9 million from our September 2004 sale of a minority
interest in a European joint venture.



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

Cash used by financing activities during the first nine months
of 2004 reflected debt repayments of $130.8 million net of
cash provided by stock options exercised of $7.1 million. Of the
total current debt at December 31, 2003, $125 million
of senior unsecured notes payable were paid upon maturity in
January 2004 from available cash resources. Cash provided by
financing activities during the first nine months of 2003
reflected debt proceeds of $125.2 million, debt repayments
of $65.3 million and debt issuance costs on
recapitalization of $3.8 million.

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| |                              
| | -----------------------------
| | $175 million Credit Agreement

We have a $175 million committed revolving credit facility
with a bank group that is secured primarily by accounts
receivable, inventory and equipment located in the United
States. We have the option, at the time of drawing funds under
the facility, of selecting an interest rate based on the London
Interbank Offered Rate (LIBOR), the federal funds rate, or the
prime rate of the agent bank. The credit facility matures in
June 2006. No borrowings were outstanding under this facility as
of September 30, 2004. The $175 million credit
facility contains financial covenants covering liquidity,
consolidated liquidity, consolidated net assets, consolidated
tangible net assets and capital expenditures. In addition, the
credit facility contains negative covenants regarding, among
other things, restricted payments and purchases, liens and
disposition of assets. These covenants include the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Minimum Liquidity.During the term of the credit
    agreement, we must maintain liquidity (as defined in the credit
    agreement) of not less than $100,000,000, unless (1) our
    senior unsecured notes due in 2004 and 2006 have been paid in
    full, (2) the Fixed Charge Coverage Ratio (as defined in
    the credit agreement), determined as of the last day of the
    immediately preceding fiscal month, is greater than 1.15 to
    1.00, and (3) the Interest Coverage Ratio (as defined in
    the credit agreement), determined as of the last day of the
    immediately preceding fiscal month, is greater than 1.30
    to 1.00.
|
| | (b) Minimum Consolidated Liquidity.During the term
    of the credit agreement, we must maintain Consolidated Liquidity
    (as defined in the credit agreement), of not less than
    $175,000,000, unless the Fixed Charge Coverage Ratio, determined
    as of the last day of the immediately succeeding fiscal quarter,
    and as of the last day of each fiscal quarter ending thereafter
    until such time as Consolidated Liquidity remains above
    $175,000,000 for two consecutive fiscal quarters, is greater
    than or equal to 1.00 to 1.00.                                                                                          
|
| | (c) Consolidated Net Assets.Ten percent of our
    Consolidated Net Assets (as defined in the credit agreement)
    must at all times be greater than $52,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (d) Consolidated Tangible Net Assets.Twelve and
    one-half percent of our Consolidated Tangible Net Assets (as
    defined in the credit agreement) must at all times be greater
    than $52,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (e) Capital Expenditures.Our capital expenditures
    may not exceed $60,000,000 in the aggregate during any fiscal
    year; provided, however, to the extent that amounts available
    for capital expenditures with respect to any fiscal year are not
    used, up to $10,000,000 of such amounts may be carried forward
    to increase the dollar limit for capital expenditures during the
    following fiscal year.                                                                                                                                                                                                                             

We are in compliance with all of these financial covenants as of
September 30, 2004. However, should we breach our covenants
under the credit agreement it could adversely affect our ability
to renew or obtain new credit facilities in the future.

The credit agreement contains other significant terms such as,
in general:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Restricted Payments and Purchases.We may not declare or
    make any Restricted Payment or Purchase (as defined in the
    credit agreement); however, provided that we are in compliance
    with certain financial covenants, we can pay cash dividends or
    repurchase common stock. We are in compliance with such
    financial covenants. Also, our subsidiaries may make certain
    payments to the parent or certain other subsidiaries.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Liens.We may not create, assume or permit to exist any
    lien on any of our property, except for Permitted Liens (as
    defined in the credit agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Disposition of Assets.We may not dispose of any assets,
    property or business, except for the sale of inventory in the
    ordinary course of business, physical assets used in the
    ordinary course of business, and specific dispositions set forth
    in the credit agreement. For example, we may dispose of certain
    equipment if such equipment is replaced with equipment having a
    fair market value equal to or greater than the equipment
    disposed of, and the transaction meets the other requirements in
    the credit agreement, and the value of equipment securing the
    credit facility does not drop below $29.4 million.

At times, we provide letters of credit that may be drawn in the
event we fail to perform under contracts entered into in the
normal course of our business activities. These performance
related letters of credit totaled $0.3 million at
September 30, 2004. The remaining letters of credit relate
to third-party insurance claims processing, existing debt
obligations and certain tax incentive programs. At
September 30, 2004, outstanding letters of credit, or
similar financial instruments that reduce the amount available
under the $175 million credit facility totaled
$32.3 million.



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

We have a committed revolving credit facility with a Canadian
bank with a borrowing capacity to CAD$45 million that
matures in September 2006. Availability under this facility is
CAD$45 million (approximately US$35 million) as of
September 30, 2004. This facility is secured by inventory
and accounts receivable located in Canada. No borrowings were
outstanding under this facility as of September 30, 2004.

We have a EUR10 million committed revolving credit facility
with a European bank that has an indefinite maturity. This
facility is secured by inventory and receivables located in
Europe. Availability under this facility is EUR10 million
(approximately US$12 million) as of September 30,
2004. No borrowings were outstanding under this facility as of
September 30, 2004.

These other credit facilities contain standard covenants which,
under certain conditions, could limit or restrict the payment of
dividends, investments, liens, debt and dispositions of
collateral similar to those contained in the $175 million
credit agreement. Also included are financial covenants
regarding minimum liquidity and capital expenditures similar to
those contained in the $175 million credit agreement. The
credit facilities contain standard events of default such as
covenant default and cross-default.



| |                            
| | ---------------------------
| | Compliance and Availability

We are in compliance with all covenants or other requirements
set forth in our credit facilities.

As of September 30, 2004, the aggregate availability of
funds under our credit facilities was approximately
$185.0 million, after deducting outstanding letters of
credit. Availability under the revolving credit facilities
increases or decreases with fluctuations in the value of the
underlying collateral and is subject to the satisfaction of
various covenants and conditions to borrowing. These are back up
facilities that have not been utilized and we currently do not
expect to utilize these facilities in the foreseeable future.

25



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##### Table of Contents





| |               
| | --------------
| | Credit Ratings

As of September 30, 2004, Thomas & Betts had a
senior unsecured debt credit rating from Standard &
Poors of BBB-, an investment grade credit rating.
Moodys Investor Service had assigned Thomas &
Betts a non-investment grade credit rating of Ba1. Both
Moodys and Standard and Poors had Thomas &
Betts listed as having a stable outlook. If our
credit ratings drop, repayment under our credit facilities and
securities will not be accelerated; however, our cost of credit
may increase and access to credit markets may be more limited.
Similarly, if our credit rating increases, we may have a
decrease in our cost of credit and access to broader credit
markets. In addition, if both Moodys and Standard &
Poors have rated Thomas & Betts as an investment
grade credit for a continuous period of at least 30 days,
then some of the covenants on one of our indentures will fall
away. See 7.25% Notes Due 2013 below for more information.



| |                               
| | ------------------------------
| | Off-Balance Sheet Arrangements

As of September 30, 2004, we did not have any off-balance
sheet arrangements.



| |                
| | ---------------
| | Debt Securities

Thomas & Betts had the following senior unsecured debt
securities outstanding as of September 30, 2004:

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



---



|    |  |                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | We have entered into interest rate swaps associated with only
    portions of these underlying debt instruments. See
    Item 3. Quantitative and Qualitative Disclosures
    About Market Risk  Interest Rate Risk.

The indentures underlying the debt securities contain standard
covenants such as restrictions on mergers, liens on certain
property, sale-leaseback of certain property and funded debt for
certain subsidiaries. The indentures also include standard
events of default such as covenant default and
cross-acceleration. We are in compliance with all covenants and
other requirements set forth in the indentures.



| |                     
| | --------------------
| | 7.25% Notes Due 2013

The indentures supporting our long-term debt do not accelerate
the maturity of such debt in the event of a credit rating
downgrade by either Standard & Poors or
Moodys. However, unless Moodys and
Standard & Poors have both rated the 7.25% senior
unsecured notes due June 2013 (the notes) investment
grade for a continuous period of at least 30 days, the
indenture governing the notes contains covenants that will limit
or restrict our ability to:



| |   |                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------
| |  | incur indebtedness or issue preferred stock of the subsidiaries;                                                       
|
| |  | make restricted payments, including dividends, the repurchase of
    common stock, other distributions and investments;

26



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| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the case of our subsidiaries, create or permit to exist
    dividend or payment restrictions with respect to the parent
    company; and
|
| |  | sell assets or subsidiary stock.                                                                                                           

If Moodys and Standard & Poors have both rated
the notes investment grade for 30 days or more, the
covenants described above will no longer apply. However,
Thomas & Betts will continue to be subject to
restrictions on its ability to enter into sale and leaseback
transactions and on the ability of certain of its subsidiaries
to incur indebtedness. If the notes subsequently become
non-investment grade, the indenture covenants previously
released will not be reinstated.



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

As of September 30, 2004, our working capital (total
current assets less total current liabilities) was
$563.5 million, an increase of $116.2 million from
December 31, 2003. The change in working capital reflects
primarily cash generated from earnings and an increase in
accounts payable which have been partially reduced by the
previously mentioned increases in accounts receivable and
inventories during 2004.

In 2001, our Board of Directors approved a change in our
dividend payment practices and elected to retain its future
earnings to fund the development and growth of its business. We
do not presently anticipate declaring any cash dividends on our
common stock in the foreseeable future. Future decisions
concerning the payment of cash dividends on the common stock
will depend upon our results of operations, financial condition,
capital expenditure plans and other factors that the Board of
Directors may consider relevant. The 7.25% notes due 2013
contain provisions that currently limit the amount of cash
dividends that Thomas & Betts is allowed to pay.

In the short-term we expect to fund expenditures for capital
requirements as well as other liquidity needs from a combination
of cash generated from operations and existing cash balances.
These sources should be sufficient to meet our operating needs
in the short-term.

Over the long-term, we expect to meet our liquidity needs with a
combination of cash generated from operations and existing cash
balances plus either increased debt or equity issuances. From
time to time we may access the public capital markets, if terms,
rates and timing are acceptable. We have an effective shelf
registration statement that will permit us to issue an aggregate
of $325 million of senior unsecured debt securities, common
stock and preferred stock.






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

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

For the period ended September 30, 2004, we did not
experience any material changes in market risk that affect the
quantitative and qualitative disclosures presented in our Annual
Report on Form 10-K for the fiscal period ended
December 31, 2003 except for interest rate risk and
commodity risk discussed below.

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Interest Rate Risk

We are exposed to the impact of interest rate changes and use a
combination of fixed and floating rate debt to manage this
exposure. We use interest rate swaps, at certain times, to
manage the impact of benchmark interest rate changes on the
market value of our borrowings and to lower our overall
borrowing costs.

As of December 31, 2003, we had interest rate swap
agreements that effectively converted $250 million of our
notes payable, with approximately one-third maturing in each of
the years 2008, 2009 and 2013, from fixed interest rates to
floating interest rates based on a six-month average of LIBOR
plus the applicable spread. In August 2004, we terminated
portions of our interest rate swap agreements totaling a
notional amount of $84.7 million relating to the debt
securities maturing in 2008 and 2009. The approximate
$0.1 million we received from terminating our previous
position will reduce the future effective interest rate of the
underlying debt instruments. Prior to August 2004, our
fixed-to-floating ratio was approximately 55%/45%. After
terminating portions of our 2008 and 2009 interest swap
agreements, our fixed-to-floating ratio as of September 30,
2004 was approximately 70%/30%.

The following table provides information regarding the interest
rate swap agreements as of September 30, 2004:

|                |  |          |                   |             |  |                  |      |                   |  |  |      |   |  |  |      |  
|--------------- |  | -------- | ----------------- | ----------- |  | ---------------- | ---- | ----------------- |  |  | ---- | - |  |  | ---- | -
|                |  |          |                   |             |  | Weighted Average |      | Weighted Average 
|                |  |          |                   |             |  | Variable Rates   |      | Variable Rates   
|                |  | Expected |                   |             |  | Paid During      |      | Paid During      
|                |  | Maturity |                   | Fixed Rates |  | 3rd Quarter      |      | First Nine Months
|Notional Amount |  | Date     |                   | Received    |  | 2004             |      | of 2004          
|                |  |          |                   |             |  |                  |      |                  
|(In thousands)  |  |          |                   |             |  |                  |      |                  
|$42,000         |  |          | May 7, 2008       |             |  |                  | 6.63 | %                 |  |  | 4.80 | % |  |  | 4.39 | %
|39,917          |  |          | February 10, 2009 |             |  |                  | 6.39 | %                 |  |  | 4.35 | % |  |  | 3.94 | %
|2,083           |  |          | February 10, 2009 |             |  |                  | 6.39 | %                 |  |  | 5.21 | % |  |  | 4.80 | %
|81,250          |  |          | June 1, 2013      |             |  |                  | 7.25 | %                 |  |  | 5.10 | % |  |  | 4.69 | %

Commodity Risk

We are exposed to risk from fluctuations in prices for raw
materials (including steel, aluminum, zinc, copper, resins and
rubber compounds) that are used to manufacture our products. We
expect rising raw material costs  especially
steel  to be a challenge throughout the remainder of
2004. Due to limited availability of steel-related futures
contracts and their trading in those markets, we do not use
futures contracts to fix the price of steel. Limited
availability of steel is also a possibility during these periods
and we are working closely with our suppliers to avoid any
serious disruption to our operations.

At times, some of the risk associated with the usage of copper,
zinc and aluminum is mitigated using futures contracts that fix
the price we will pay for a commodity. Outstanding contracts as
of September 30, 2004, had a notional amount of
$13.3 million and a market value of $1.6 million.
These contracts relate to gradually declining percentages of
future anticipated raw material requirements for the remainder
of 2004 and into 2006 for copper, zinc and aluminum. As of
December 31, 2003, we had recorded an asset of
$1.1 million, which represented unrealized gains associated
with open commodity contracts. A hypothetical 10% decrease
in underlying commodity market prices as of September 30,
2004, would result in an unrealized loss of $1.5 million.

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##### Table of Contents








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

As of the end of the period covered by this Report, we carried
out an evaluation, under the supervision and with the
participation of our Disclosure Committee and senior management,
including Dominic J. Pileggi, Chief Executive Officer, and
Kenneth W. Fluke, Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that our
disclosure controls and procedures are effective at
September 30, 2004.

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##### Table of Contents






PART II. OTHER INFORMATION






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

See Note 11, Contingencies, in the Notes to
Consolidated Financial Statements, which is incorporated here by
reference.






|        |         
|------- | --------
|Item 6. | Exhibits

The following exhibits are filed as part of this
Report:

|     |  |                                                                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Retirement Agreement of T. Kevin Dunnigan
    dated December 2, 2003 (incorporated by reference to
    Exhibit 10 to the Corporations Current Report on
    Form 8-K dated December 4, 2003, Commission File
    No. 1-4682).
|10.2 |  | Letter Agreement amending the Retirement
    Agreement of T. Kevin Dunnigan.                                                                                                                                                  
|10.3 |  | Form of Thomas & Betts Corporation
    Indemnity Agreement.                                                                                                                                                                   
|10.4 |  | Form of Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10 to the
    Corporations Current Report on Form 8-K dated
    August 31, 2004, Commission File No. 1- 4682).                         
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                                                                                                                           
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                                                                                                  
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                                                                                                  
|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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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/ KENNETH W. FLUKE

| |                              
| | -----------------------------
| |                              
| | Kenneth W. Fluke             
| | Senior Vice President and    
| | Chief Financial Officer      
| | (principal financial officer)

Date: November 4, 2004

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EXHIBIT INDEX

|     |  |                                                                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Retirement Agreement of T. Kevin Dunnigan
    dated December 2, 2003 (incorporated by reference to
    Exhibit 10 to the Corporations Current Report on
    Form 8-K dated December 4, 2003, Commission File
    No. 1-4682).
|10.2 |  | Letter Agreement amending the Retirement
    Agreement of T. Kevin Dunnigan.                                                                                                                                                  
|10.3 |  | Form of Thomas & Betts Corporation
    Indemnity Agreement.                                                                                                                                                                   
|10.4 |  | Form of Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10 to the
    Corporations Current Report on Form 8-K dated
    August 31, 2004, Commission File No. 1- 4682).                         
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges                                                                                                                                                            
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a)                                                                                                                   
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a)                                                                                                                   
|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                                                                                                

32