8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 23, 2002
(Date of earliest event reported)

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

Tennessee	1-4682
(State or Other Jurisdiction of Incorporation)	(Commission File Number)
22-1326940 (IRS Employer Identification No.)
8155 T&B Boulevard Memphis, Tennessee	38125
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code:
(901) 252-8000

ITEM 5. OTHER EVENTS

        On April 23, 2002, Thomas & Betts Corporation (the "Registrant" and the "Corporation"), by a press release attached as Exhibit 20.1 to this report, and a conference call held April 24, 2002, and the script attached as Exhibit 20.2 to this report, and incorporated herein by reference, commented on the financial results for the first fiscal quarter ended March 31, 2002. Management also discussed the Corporation's outlook for 2002.

        Management provided additional detail on the $45 to $50 million in annual savings expected as a result of the manufacturing and consolidation program initiated in December 2001. As had been expected, Management said that net savings achieved in the first quarter from the program were minimal.

        Management said that the Corporation expected a modest level of savings from the manufacturing program to begin in the second quarter 2002 and increase on a graduated basis throughout the year. Beginning in the fourth quarter 2002, the Corporation expects to achieve the full level of savings, which should be approximately $12 million per quarter. The Corporation said that it expects to close an additional four manufacturing plants in the second quarter and two additional plants in future quarters.

        Management said that the Corporation received $46 million in cash tax refunds on April 24, 2002 as a result of the Corporation's decision to extend the carryback period for net operating losses from two to five years as allowed under the Job Creation and Worker Assistance Act of 2002. In total, the Corporation expects to receive approximately $55 million in cash tax refunds as a result of this decision. Management said the Corporation had no specific plans on how it would use the $55 million in cash tax refunds. It was noted that Thomas & Betts has a $44 million (50 million EURO) principal payment due in the fourth quarter 2002.

        In discussing working capital results, management said that the Corporation had reduced Days Sales Outstanding (DSO) by eight percent since the end of 2001 although the level of accounts receivables and sales were flat with the fourth quarter 2001. The reduction in DSO is due to the timing of first quarter sales, which were more heavily weighted towards the latter part of the quarter and to a reduction in past due accounts. Since initiating the turnaround program in August 2000, management said the Corporation had more than halved the level of DSO.

        When questioned about the expected tax rate for the year 2002, management indicated that 31 percent was a reasonable estimate, excluding the $11 million tax-related charge taken in the first quarter 2002.

        Capital spending is expected to total $35 to $40 million for the year 2002, including the approximately $20 million in capital spending associated with the manufacturing program.

        Management said the Corporation did not recognize any income from its minority investment in Leviton Manufacturing Co., Inc. In the first quarter, Thomas & Betts changed its method of accounting for this investment from the equity to the cost method.

        On April 9, 2002, the U.S. District Court for the Western District of Tennessee entered an Order granting in part and denying in part the Corporation's Motion to Dismiss in the shareholder class action lawsuit. The Court dismissed allegations against Clyde Moore, former chief executive officer, and Fred Jones, former chief financial officer, for violations of Section 10(b) and rule 10b-5 under the Securities Exchange Act of 1934. The Court also granted KPMG's Motion to Dismiss in a parallel shareholder class-action lawsuit.

        Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report and made during the conference call. For those statements, the Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits

20.1

Press Release dated April 23, 2002.

20.2

April 24, 2002 Conference Call Script.

ITEM 9. REGULATION FD DISCLOSURE

        The Registrant elects to disclose through this filing, pursuant to Regulation FD, the information set forth in the April 24, 2002 conference call script of T. Kevin Dunnigan and John P. Murphy.

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SIGNATURE

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

Thomas & Betts Corporation (Registrant)
By:	/s/ John P. Murphy John P. Murphy
Title:	Senior Vice President and Chief Financial Officer

Date: April 24, 2002

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EXHIBIT INDEX

Exhibit	Description of Exhibits
20.1	Press Release dated April 23, 2002.
20.2	April 24, 2002 Conference Call Script.

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ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9. REGULATION FD DISCLOSURE

SIGNATURE
EXHIBIT INDEX

EX-20.1

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EXHIBIT 20.1

NEWS Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, TN 38125
(901) 252-5466

FOR IMMEDIATE RELEASE

THOMAS & BETTS REPORTS FIRST QUARTER 2002 RESULTS

Turnaround and Manufacturing Consolidation and Efficiency Programs on Track;
Results Evident in Improvement in Operating Earnings

MEMPHIS, Tenn.—April 23, 2002 —Thomas & Betts Corporation (NYSE: TNB) today reported financial results for the quarter ended March 31, 2002.

        Sales in the first quarter 2002 were $342.1 million, down 13.8 percent from the $396.9 million reported in the first quarter 2001. The decline in sales was expected and is due mainly to continued weakness in the company's core electrical markets and the divestiture or discontinuation of certain non-strategic, under-performing product lines in 2001. Excluding revenues from product lines divested or discontinued, sales were down 8.7 percent compared to the year-ago period.

        Earnings from operations were $9.9 million for the first quarter 2002. Excluding $12.3 million in charges associated with the company's previously announced manufacturing consolidation and efficiency program, operating earnings would have been $22.2 million versus a loss from operations of $1.1 million in the first quarter last year.

        "For the first time since initiating the turnaround program in August 2000, our quarterly operating results clearly show the positive impact of the many actions we have taken to return Thomas & Betts to a position of strong and sustainable profitability," said T. Kevin Dunnigan, chairman and chief executive officer of Thomas & Betts. "While our work isn't done, we are well on our way to restoring the business fundamentals that historically made Thomas & Betts a market leader."

        Thomas & Betts reported a net loss of $11.6 million, or a loss of $0.20 per share in the first quarter, versus a loss of $5.0 million, or a loss of $0.09 per share, in the year-ago period.

        In the first quarter 2002, Thomas & Betts elected to take advantage of recent changes in U.S. tax laws that allow companies to extend the carryback period for certain net operating losses from two to five years. The company filed its 2001 and amended prior years federal tax returns to reflect this decision. Accordingly, the company will receive cash tax refunds totaling approximately $55 million, the majority of which is expected in the second quarter. In the first quarter, this decision resulted in an $11.0 million net tax charge, primarily from converting certain foreign tax credits into foreign tax deductions.

        Excluding the aforementioned manufacturing and tax-related charges, first quarter results would have been net earnings of $7.9 million, or $0.14 per share, including a $3.6 million positive impact from the company's adoption of Financial Accounting Standards No. 142, which eliminated the amortization of goodwill. On a comparable basis, Thomas & Betts would have reported a net loss of $1.4 million, or $0.03 per share, in the first quarter 2001.

        "We are very pleased to be able to quickly take advantage of recent tax law changes and receive a substantial cash refund," said Dunnigan. "We are also pleased that our underlying net earnings

performance was positive when the manufacturing and tax-related charges are excluded. This performance is even more gratifying given that we continue to operate in extremely challenging economic conditions."

GROSS MARGIN UP, SG&A DOWN

        In the first quarter 2002, the company's gross margin as a percent of sales was 24.5 percent, an improvement over the 23.1 percent in the same period last year. Excluding $11.0 million related to the manufacturing program included in cost of sales, the gross margin in the quarter just ended would have been 27.7 percent. The year-over-year improvement is primarily due to the impact of a new pricing schedule in the electrical products business that became effective January 1, 2002, and lower manufacturing and freight costs.

        Likewise, the Company also showed improvement in reducing selling, general and administrative (SG&A) expense. SG&A was $72.6 million, or 21.2 percent of sales, in the quarter just ended compared with $93.0 million, or 23.4 percent of sales, in the year-earlier period.

        Thomas & Betts reiterated that its goal is to achieve a gross margin of at least 30 percent and SG&A of 20 percent or less.

MANUFACTURING CONSOLIDATION AND EFFICIENCY PROGRAM ON TRACK

        Dunnigan said that the manufacturing consolidation and efficiency program initiated in December 2001 is progressing as planned. The program affects approximately two-thirds of the company's total manufacturing operations, including all electrical products manufacturing plants in the United States, Europe and Mexico, and has three primary components: consolidating manufacturing capacity, improving productivity, and investing in tooling and equipment.

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

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

OTHER ITEMS

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

        Net interest expense in the first quarter 2002 was $10.9 million, compared with $10.0 million recorded a year ago due to lower rates on interest income.

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BALANCE SHEET UPDATE

        At March 31, 2002, accounts receivable were $188.7 million, flat with the end of the fourth quarter 2001. Days Sales Outstanding improved by eight percent over the last quarter as the company continued to execute effective collections processes instituted early in the turnaround program.

        As expected, the company's March 30, 2001 investment in inventory of $193.5 million was relatively flat with year-end 2001, despite the need for some inventory build during the first quarter to facilitate plant consolidation and equipment transfers required for the manufacturing program.

        "These results underscore our commitment to tightly manage working capital," said Dunnigan. "We have made great progress in how we manage both accounts receivable and inventory and expect solid performance in these areas going forward, even as we shift our focus to improving our core manufacturing operations."

        Net debt (total debt less cash, cash equivalents and marketable securities) increased by $43.3 million to $473.5 million, primarily as a result of a $20 million payment for a previously announced patent lawsuit settlement and costs incurred for the manufacturing consolidation and efficiency program.

FIRST-QUARTER SEGMENT RESULTS REFLECT WEAK MARKET CONDITIONS

        Sales in the company's Electrical segment were $256.5 million for the first quarter 2002, down 17 percent from the $309.6 million reported in the same period 2001. Excluding divested and discontinued product sales, first quarter 2002 electrical sales were down 11.1 percent, due largely to weak market conditions in industrial and construction markets.

        Electrical segment earnings were $2.7 million versus earnings of $0.9 million in the year-ago period. Current quarter segment results include $11.0 million in costs associated with the manufacturing consolidation and efficiency program. The improvement in segment earnings reflects the impact of a new pricing schedule that became effective January 1, 2002, lower manufacturing and freight costs, and lower SG&A.

        Sales in the Steel Structures segment were $35.1 million for the first quarter, compared to $33.4 million in the year-ago period. Earnings in this segment were $3.9 million compared to $3.5 million recorded in the first quarter 2001.

        Despite continued weakness in North American cable TV and telecom markets, the company's Communications segment reported sales of $29.3 million in the first quarter 2002, relatively flat with the $28.3 million reported in the same period last year. This segment recorded earnings of $4.1 million in the quarter compared to a $3.1 million loss in the year-earlier period. The significant improvement in earnings is due largely to tight operating and expense controls implemented last year in response to very weak market conditions.

        Sales in the HVAC segment, which provides industrial heating and ventilation products, were $21.1 million for the first quarter 2002, down from $25.6 million recorded in the year-earlier period. The continued recession in commercial and industrial markets negatively affected segment sales. The segment reported earnings of $1.2 million in the quarter, relatively flat with the first quarter 2001.

2002 DIRECTIONAL GUIDANCE

        Dunnigan said that the company expects second quarter 2002 sales to be down by five to ten percent, excluding divested or discontinued product sales, when compared with the second quarter 2001.

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        Dunnigan also reiterated 2002 directional earnings guidance provided in December 2001 and February 2002. Assuming a reasonable recovery in economic conditions in the second half of the year, management expects the company to achieve low double-digit operating earnings in the fourth quarter 2002.

CORPORATE OVERVIEW

        Thomas & Betts is a leading designer and manufacturer of connectors and components for worldwide electrical and communication markets. The company also manufactures steel structures for a variety of applications and industrial heating units. Headquartered in Memphis, Tenn., the company has manufacturing, distribution and office facilities worldwide. The company had sales of $1.5 billion in 2001 and employed approximately 11,000 people worldwide as of December 30, 2001. Visit Thomas & Betts on the World Wide Web at www.tnb.com.

        ###

NOTE: The attached financial tables support the information provided in this news release:
Consolidated Statements of Operations
Segment Information
Recap of Manufacturing Efficiency and Consolidation Initiatives
Transitional Disclosures for Statement of Financial Accounting Standards No. 142
2001 Consolidated Statements of Operations Based on Current-Year Presentation
Condensed Consolidated Balance Sheets

CONTACT: Tricia Bergeron
Vice President, Investor & Corporate Relations
(901) 252-8266
email: tricia.bergeron@tnb.com

CONFERENCE CALL/WEBCAST INFORMATION

        Thomas & Betts will hold a conference call/webcast to discuss the company's first quarter 2002 results on April 24, 2002 at 10:00 am Central Daylight Time (11:00 am Eastern Daylight Time). To access the call, please call (785) 832-1077 (password is "TNB"). The call can also be accessed via the Thomas & Betts corporate website at www.tnb.com. The conference call will be recorded and available for replay through 5:00 pm. CDT on Friday, April 26, 2002. To access the replay, please call (402) 220-2979 (no password required).

        This press release includes forward-looking statements that are subject to many uncertainties in the company's operations and business environment. Forward-looking statements are identified by terms such as "achieve", "guidance", "expect", "believe", "anticipate" and "plan." Such uncertainties, which are discussed further in the company's annual, quarterly and current filings with the Securities and Exchange Commission, may cause the actual results of the company to be materially different from any future results expressed or implied by such forward-looking statements.

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

			Quarter Ended
			March 31, 2002			April 1, 2001
Net sales			$	342,051			396,948
Cost of sales				258,272			305,063
	Gross margin			83,779			91,885
		Gross margin—% of net sales		24.5	%		23.1	%
Selling, general and administrative				72,596			93,030
	Selling, general and administrative—% of net sales			21.2	%		23.4	%
Provision—restructured operations				1,265			—
Earnings (loss) from operations				9,918			(1,145	)
Income from unconsolidated companies				702			3,434
Interest expense—net				(10,899	)		(9,969	)
Other (expense) income—net				(759	)		483
Loss before income taxes				(1,038	)		(7,197	)
Income tax (benefit)				10,609			(2,231	)
Net loss			$	(11,647	)	$	(4,966	)
Net loss per share:
	Basic loss per share		$	(0.20	)	$	(0.09	)
	Diluted loss per share		$	(0.20	)	$	(0.09	)
Average shares outstanding:
	Basic			58,221			58,039
	Diluted			58,221			58,039

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Segment Information
(In thousands)
(Unaudited)

			Quarter Ended
			March 31, 2002			April 1, 2001
Net sales:
	Electrical		$	256,526		$	309,640
	Steel Structures			35,125			33,392
	Communications			29,337			28,340
	HVAC			21,063			25,576
	Total net sales		$	342,051		$	396,948
Segment earnings:
	Electrical		$	2,677		$	900
	Steel Structures			3,908			3,542
	Communications			4,087			(3,139	)
	HVAC			1,213			977
	Total reportable segment earnings			11,885			2,289
		Total reportable segment earnings—% of net sales		3.5	%		0.6	%
Provision—restructured operations				(1,265	)		—
Interest expense—net				(10,899	)		(9,969	)
Other (expense) income—net				(759	)		483
Loss before income taxes			$	(1,038	)	$	(7,197	)

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Recap of Manufacturing Efficiency and Consolidation Initiatives
(In thousands)
(Unaudited)

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

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Transitional Disclosures for
Statement of Financial Accounting Standards No. 142
(in thousands, except per share data)
(Unaudited)

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

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
2001 Consolidated Statements of Operations Based on Current Year Presentation
(in thousands, except per share data)
(Unaudited)

			2001
			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Total Year
Net sales			$	396,948		$	385,444		$	373,186		$	341,913		$	1,497,491
Cost of sales				305,063			292,112			288,738			293,851			1,179,764
	Gross margin			91,885			93,332			84,448			48,062			317,727
		Gross margin—% of net sales		23.1	%		24.2	%		22.6	%		14.1	%		21.2	%
Selling, general and administrative				93,030			88,577			85,600			73,840			341,047
	Selling, general and administrative—% of net sales			23.4	%		23.0	%		22.9	%		21.6	%		22.8	%
Impairment changes on long-lived assets				—			—			36,637			46,644			83,281
Provision—restructured operations				—			—			—			11,666			11,666
Earnings (loss) from operations				(1,145	)		4,755			(37,789	)		(84,088	)		(118,267	)
Income from unconsolidated companies				3,434			245			(1,542	)		62			2,199
Interest expense—net				(9,969	)		(10,529	)		(11,355	)		(10,047	)		(41,900	)
Other (expense) income—net				483			(2,246	)		(483	)		(26,825	)		(29,071	)
Loss before income taxes				(7,197	)		(7,775	)		(51,169	)		(120,898	)		(187,039	)
Income tax (benefit)				(2,231	)		(2,410	)		(5,558	)		(37,963	)		(48,162	)
Net loss from continuing operations			$	(4,966	)	$	(5,385	)	$	(45,611	)	$	(82,935	)	$	(138,877	)
Gain on sale of discontinued operations—net				—			—			—			(7,513	)		(7,513	)
Net loss			$	(4,966	)	$	(5,365	)	$	(45,611	)	$	(90,448	)	$	(146,390	)
Basic loss per share:
	Loss from continuing operations		$	(0.09	)	$	(0.09	)	$	(0.78	)	$	(1.43	)	$	(2.39	)
	Gain on sale of discontinued operations			—			—			—			(0.13	)		(0.13	)
	Net loss		$	(0.09	)	$	(0.09	)	$	(0.78	)	$	(1.56	)	$	(2.52	)
Diluted loss per share:
	Loss from continuing operations		$	(0.09	)	$	(0.09	)	$	(0.78	)		(1.43	)	$	(2.39	)
	Gain on sale of discontinued oeprations			—			—			—			(0.13	)		(0.13	)
	Net loss		$	(0.09	)	$	(0.09	)	$	(0.78	)	$	(1.56	)	$	(2.52	)
Average shares outstanding:
	Basic			58,039			58,149			58,150			58,150			58,116
	Diluted			58,039			58,149			58,150			58,150			58,116

NOTE: To conform to current year presentation, research and development costs have been reclassified to cost of sales and amortization of intangibles has been reclassified to selling, general and administrative.

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

		March 31, 2002		December 30, 2001
	ASSETS
Current assets:
	Cash and cash equivalents	$	185,941	$	234,843
	Marketable securities		6,364		6,982
	Receivables—net		188,665		188,160
	Inventories—net		193,527		192,079
	Income tax receivables		61,603		5,779
	Deferred income taxes		75,702		79,821
	Other current assets		61,686		62,639
Total current assets			773,488		770,303
Property, plant and equipment—net			299,760		309,080
Goodwill—net			473,656		473,871
Other intangible assets—net			897		959
Investments in unconsolidated companies			122,426		121,736
Deferred income taxes			—		50,148
Other assets			34,074		35,514
	Total assets	$	1,704,301	$	1,761,610
	LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term debt	$	107,885	$	54,002
	Accounts payable		117,611		120,688
	Accrued liabilities		131,234		176,959
	Income taxes payable		4,263		4,060
Total current liabilities			360,993		355,709
Long-term debt			557,964		618,035
Other long-term liabilities			105,052		104,581
Deferred income taxes			8,477		—
Shareholders' equity			671,815		683,285
	Total liabilities and shareholders' equity	$	1,704,301	$	1,761,610

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EXHIBIT 20.1

Consolidated Statements of Operations
Segment Information
Recap of Manufacturing Efficiency and Consolidation Initiatives
THOMAS & BETTS CORPORATION AND SUBSIDIARIES Transitional Disclosures for Statement of Financial Accounting Standards No. 142 (in thousands, except per share data) (Unaudited)
THOMAS & BETTS CORPORATION AND SUBSIDIARIES 2001 Consolidated Statements of Operations Based on Current Year Presentation (in thousands, except per share data) (Unaudited)
THOMAS & BETTS CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands) (Unaudited)

EX-20.2

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Exhibit 20.2

First Quarter 2002
Earnings Conference Call Script
Wednesday, April 24, 2002
10:00 am Central Daylight Time

Patricia A. Bergeron
Vice President, Investor and Corporate Relations

        Thank you for joining the Thomas & Betts Corporation First Quarter 2002 conference call and webcast. I am Tricia Bergeron, vice president of investor and corporate relations. Kevin Dunnigan, our chairman and chief executive officer, and John Murphy, senior vice president and chief financial officer are with me today.

        We'll use our time together to provide perspective on the company's businesses and progress.

        If you are not familiar with the turnaround under way at Thomas & Betts, we encourage you to read our Annual Report on Form 10-K, prior press releases, conference call scripts and other recent SEC filings beginning in the second quarter 2000. These materials are available on our web site, www.tnb.com or on Edgar at www.sec.gov.

        This call is being webcast and can be accessed at our website. It is also being recorded and will be available for replay through Friday, April 26. The replay number is (402) 220-2979.

        Kevin Dunnigan will open our discussion today, followed by John Murphy. We will then take your questions.

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T. Kevin Dunnigan
Chairman, President and Chief Executive Officer

        Thank you, Tricia. Good morning, and thank you for joining us today.

        It seems like we just did this when we reported our year-end results. In fact, it's been nearly two months—but a lot has happened in these two months. I'll outline the highlights in my comments later on this morning.

        As we said in our press release, if you look at underlying operating earnings, our first quarter results clearly show that we are well on the way to restoring Thomas & Betts to a leadership position in electrical markets.

        On the top line, the first quarter came in as we expected. Sales were down fourteen percent on a year-over-year basis—$342 million versus $397 million last year. Excluding revenues from previously divested or discontinued product lines, sales were down nine percent. This is well in line with our industry performance.

        Much of the decline is due to weakness in our core industrial and commercial electrical products markets, which are driven by construction and capital spending. The year 2002 started out slow and, while sales picked up somewhat in February and March, we would not characterize the market as "rebounding" quite yet.

        In addition to the overall market weakness, distributors have increased their focus on effectively managing their inventory. Over the past several months, we've seen a rise in demand for more frequent, smaller quantity shipments. We are now looking at a number of ways to cost-effectively manage this shift in a mutually beneficial manner.

        If you listened to our year-end conference call, it should come as no surprise that we recorded additional charges for the manufacturing consolidation and efficiency program in the first quarter. As we said at the outset of the manufacturing program, we expect to record approximately $80 to $90 million in pre-tax charges over the course of the program. Including $12 million taken in the first quarter, we have incurred $61 million in charges so far. We provided an update summary of the costs and charges incurred so far in the appendix to our press release.

        When we initiated the program in December, we said that the total cost would be $100 to $110 million, including capital expenditures of approximately $20 million, and that we expected $45 to $50 million in savings. We continue to be on track in both regards.

        In the first quarter, we elected to take advantage of changes in the tax laws enacted as part of the Job Creation and Worker Assistance Act of 2002. Accordingly, we will receive cash tax refunds totaling approximately $55 million, primarily in the second quarter, and we recorded an $11 million net tax charge in the first quarter. We are extremely pleased at this development, which is, unquestionably, a very positive occurrence for the company.

        Excluding the manufacturing and tax charges, first quarter net earnings would have been $7.9 million, or fourteen cents per share. This includes a $3.6 million benefit resulting from the adoption of FAS 142 in the quarter. This compares to a net loss of $1.4 million or three cents per share in the first quarter last year on a like-for-like basis.

        Even more impressive is the improvement in underlying operating earnings. We would have achieved $22 million in operating earnings for the quarter, excluding the $12 million in charges for restructuring. This compares to a loss from operations of $1 million in the same period last year.

        The significant improvement in operating earnings, despite significant lower sales, was no accident. It is the result of the many, many actions we've taken over the past 19 months to restore the business fundamentals that historically have made Thomas & Betts a strong competitor.

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        In addition to lower SG&A, the new electrical products pricing schedule was a big reason why, despite a 17 percent drop in electrical segment sales, our electrical segment reported earnings of $3 million. If you exclude the costs associated with the manufacturing project, this segment earned $14 million, a major improvement over where we were last year. While this isn't our targeted goal of low double-digit operating earnings, it's a very good start.

        Clearly, the more than nine months we spent strategically realigning prices and readying our internal processes to handle the new pricing structure and related policies was worth it. Looking forward, you can expect us to continue to refine pricing and product mix to ensure profitable future growth. In fact, we expect to announce price increases on products affected by rising tariffs and steel prices this week.

        We are now reviewing pricing and invoicing policies in our utility business in the same comprehensive fashion. This business accounts for approximately ten percent of overall electrical segment sales.

        Although our Elastimold product line is the market leader in the $250 million domestic market for insulated high-voltage connectors, we don't believe that we have fully realized the potential of this business over the past several years. A key focus in 2002 is to ensure that we take full advantage of our many competitive strengths in this market.

        Of course, restructuring our manufacturing operations into a tightly knit, highly productive network is our primary focus for 2002. To date, we are very pleased with our progress in this regard. We set an aggressive schedule for ourselves but, as we told you when we initiated the project in December, we also committed the resources needed to be successful.

        In the first quarter, we closed, or nearly completed the closure of, five facilities and began moving production from these locations to other sites. We have six more to go, and most of that will occur in the second quarter. As with any transition of this magnitude, we expect pressure on operating margins as equipment is physically moved and operators complete their training.

        At the same time we have been consolidating production, we have been aggressively implementing efficiency improvements in all of the plants but, naturally, some of this activity has to wait until production lines are moved and rebuilt.

        I am pleased to report that our service levels—which we have spoken about on previous calls—continue to be at historically high levels. Our IT systems and our internal physical distribution capability are "humming" as they say, and are a distinct competitive advantage which allows us to give our distributors "one order, one shipment" on multiple product lines from many different manufacturing locations, thus improving our service and managing costs both for us and our distributors.

        I'd now like to provide an update on our other businesses.

        Our Steel Structures business continues to deliver solid performance. One issue also facing this business is rising steel prices. We are fortunate to have strong relationships with our suppliers and do not anticipate encountering any issues with supply in the foreseeable future. We also expect to adjust our pricing to reflect the higher material costs.

        In our Communications segment, actions taken last year to lower operating and sales and marketing expenses contributed to improved performance despite continued weakness in cable TV and telecom markets. We believe distributor inventories bottomed out near year-end 2001, and sales are now reflecting true end-user demand.

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        Our HVAC business also continues to feel the impact of weak industrial and commercial markets. Sales were down 17 percent compared to last year's first quarter. Despite lower sales, the segment reported earnings of $1.2 million, flat with last year's first quarter results.

        On our last call, I spoke to you about our new V3 series of gas unit heaters, which we had just introduced to the trade. The V3 incorporates proprietary combustion technology that offers important competitive advantages, including improved efficiency, lower emissions, easier installation and more standard features. This product has received excellent reviews from our distributors so far and should lead to improved performance in this segment.

        Finally, I'd like to address the second quarter and year 2002 outlook.

        We expect second quarter sales to be down by five to ten percent on a year-over-year basis. Operating earnings will be under some pressure due to anticipated inefficiencies as we move production from facilities being closed to other locations. Also, the second quarter is historically the weakest quarter in our industrial HVAC heating business.

        Having said that, we are not changing the year 2002 directional guidance we provided in December and February. Assuming an improvement in economic conditions in our markets in the second half of the year, we expect to achieve low double-digit operating earnings in the fourth quarter.

        Thank you very much for your continued interest. I will now turn the call over to John Murphy.

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John P. Murphy
Senior Vice President and Chief Financial Officer

        Thank you, Kevin, and good morning.

        If you've followed our progress over the past 19 months, you know that we have literally taken Thomas & Betts apart from the inside out. Along the way, we've provided detailed updates on each project and every phase of the turnaround effort. Despite these updates, we know that it has been, at times, frustrating for outside observers to fully appreciate the magnitude of this task.

        We are, therefore, pleased that the underlying metrics in the first quarter results illustrate not only the soundness of our strategies, but also our ability to effectively execute them.

        We are especially pleased with the improvement in operating earnings despite a significant drop in sales.

        In addition to what Kevin said, it's worth noting that our actions to right-size SG&A have paid off and contributed to the improvement in earnings.

        In the first quarter, SG&A was $73 million, or 21.1 percent of sales, a considerable drop from the $93 million, or 23.4 percent of sales, in the first quarter last year. At the start of the turnaround program, SG&A was nearly 30 percent of sales.

        Our target is an annual SG&A rate of 20 percent or less and we feel confident that we will hit this number when the economy picks up.

        Kevin walked you through the major components of the income statement, so I won't repeat them. I would, however, like to briefly remark on a few items.

        As we said in our release, in the first quarter 2002, we elected to take advantage of certain tax provisions included in the Job Creation and Worker Assistance Act of 2002 enacted in March which extend the carryback period from two to five years for net operating losses arising in tax years ending in 2001 and 2002. In accordance with this decision, in April, we filed our 2001 tax returns and amended prior-year returns.

        Extending the carryback period offered the opportunity to accelerate the use of part of our net operating loss carryforwards and receive a cash tax refund of $55 million this year rather than offsetting future tax liabilities. As part of this decision, we elected to convert certain foreign tax credits taken in the years 1996 and 1997 into tax deductions, which necessitated a net $11 million charge in the first quarter.

        We believe that this change in the tax code is a great benefit to Thomas & Betts as it allows us to convert long-term deferred assets into cash.

        In fact, we received $46 million of the $55 million refunds this morning.

        You may have also noticed that we changed the presentation of our income statement slightly to conform to how we present our gross margin and SG&A goals of 30 percent and 20 percent respectively. We now include R&D expense as part of the cost of goods sold and amortization of intangibles as part of SG&A. To simplify year-over-year comparisons going forward, we included a schedule of 2001 quarterly results in this format.

        And I would like to emphasize that this is not a restatement, but merely a presentation change designed to clarify our performance versus our stated goals.

        We have spoken at length about the improvements in managing working capital and our quarter-over-quarter performance during the past year has shown the results of these efforts.

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        During the first quarter, we held accounts receivable flat at $189 million and reduced Days Sales Outstanding by a further eight percent since the end of 2001. Since the beginning of the turnaround, we have more than halved the level of our DSOs.

        We also held inventory flat, despite the need to build some inventory in order to ensure no service disruptions as we move production from plants we are closing to other locations.

        Capital spending was $4 million in the first quarter and we expect total capital expenditures for the year to be in the $35 to $40 million range, approximately the same as we spent in 2001.

        Net debt (which is total debt less cash, cash equivalents and marketable securities) increased by $43.3 million to $473.5 million, at the end of the quarter. The increase is primarily due to the $20 million payment made as part of a previously announced patent lawsuit settlement and $12 million in costs associated with the manufacturing consolidation and efficiency program and various other seasonal payments.

        Lastly, I want to add to Kevin's comments on the manufacturing initiative.

        When we announced this initiative last December, we set an aggressive timetable for completing what is a very complex project. So far, we have executed to plan and are on track to complete substantially all of the major program components in the targeted time frame. Our cost and savings expectations have not changed as we've moved forward with consolidating production and implementing productivity improvements.

        Planning and executing to plan are, of course, what successfully turning a company around is all about.

        While the job is, by no means, finished, we believe that our plans are on target and, thus far, we've delivered against our goals.

        Thank you. I will now turn the call back to Tricia.

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Patricia A. Bergeron
Vice President, Investor and Corporate Relations

        Before opening the call up for questions, I'd like to make a couple of additional comments.

        Our prepared and informal comments contain time-sensitive information that is accurate only as of the date of today's live broadcast, April 24, 2002. Furthermore, these comments may contain forward-looking statements as defined by federal securities law. These forward-looking statements are subject to risks and uncertainties in our operating and economic environment and actual results could differ materially. Detail regarding these uncertainties can be found in Thomas & Betts Corporation's quarterly and annual filings with the Securities and Exchange Commission.

        This call is the property of Thomas & Betts Corporation. Any redistribution, retransmission, or rebroadcast of this call in any form without the express written consent of Thomas & Betts Corporation is strictly prohibited.

        Thank you. We will now open the call up to questions.

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QuickLinks

Exhibit 20.2