##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
   FORM 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    BoulevardMemphis, Tennessee

38125(Address of principal
    executive offices)

(Zip
    Code)   (901) 252-8000
 (Registrants telephone number, including area code)
  þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
    Outstanding SharesTitle of Each Class

at May 1, 2007Common Stock, $.10 par value

58,174,447




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##### 



Thomas &
    Betts Corporation and Subsidiaries
  TABLE OF
    CONTENTS
  PagePART I.
    FINANCIAL INFORMATIONITEM 1.

Financial
    Statements:


3Consolidated
    Statements of Operations for the Quarters Ended March 31,
    2007 and March 31, 2006


3Consolidated
    Balance Sheets as of March 31, 2007 and December 31,
    2006


4Consolidated
    Statements of Cash Flows for the Quarters Ended March 31,
    2007 and March 31, 2006


5Notes
    to Consolidated Financial Statements


6ITEM 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


16ITEM 3.

Quantitative and
    Qualitative Disclosures About Market Risk


25ITEM 4.

Controls and
    Procedures


25PART II.
    OTHER INFORMATIONITEM 1.

Legal
    Proceedings


25ITEM 1A.

Risk
    Factors


25ITEM 2.

Purchases of Equity
    Securities by the Issuer and Affiliated Purchasers


25ITEM 5.

Other
    Information


26ITEM 6.

Exhibits


26SIGNATURE


27EXHIBIT
    INDEX


28Statement re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of Principal Executive Officer Pursuant to Rule 13a-14(b) or 15d-14(b)Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or 15d-14(b)   1




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##### Table of Contents



CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
     achieve

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

 other similar
    expressions   (a)
   (a)
    
    These risks and uncertainties, which are further explained in
    Item 1A. Risk Factors in our Form 10-K for the year
    ended December 31, 2006, include:  
    negative economic conditions could have a material adverse
    effect on our operating results and financial condition;
    a significant reduction in the supply of commodity raw materials
    could materially disrupt our business and rising and volatile
    costs for commodity raw materials and energy could have a
    material adverse effect on our profitability;
    significant changes in customer demand due to increased
    competition could have a material adverse effect on our
    operating results and financial condition.   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
  Quarter EndedMarch 31,2007


2006Net sales

$
474,552


$
441,802Cost of sales


329,717



305,519Gross profit


144,835



136,283Selling, general and administrative


87,329



78,528Earnings from operations


57,506



57,755Income from unconsolidated
    companies


30



174Interest expense, net


(3,551
)


(3,467
)Other (expense) income, net


(160
)


186Earnings before income taxes


53,825



54,648Income tax provision


16,685



15,848Net earnings

$
37,140


$
38,800Earnings per share:Basic

$
0.63


$
0.63Diluted

$
0.63


$
0.62Average shares outstanding:Basic


58,593



61,432Diluted


59,393



62,540    3




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Balance Sheets
    (In thousands)
    (Unaudited)
  March 31,


December 31,2007


2006ASSETSCurrent AssetsCash and cash equivalents

$
309,866


$
370,968Marketable securities


314



371Receivables, net


236,627



204,270Inventories:Finished goods


102,956



107,786Work-in-process


30,591



27,408Raw materials


87,336



83,342Total inventories


220,883



218,536Deferred income taxes


52,165



60,611Prepaid expenses


12,986



13,614Total Current Assets


832,841



868,370Property, plant and equipment:Land


17,341



17,042Buildings


183,919



183,323Machinery and equipment


621,752



621,272Construction-in-progress


12,064



14,409Gross property, plant and equipment


835,076



836,046Less accumulated depreciation


(573,574
)


(568,846
)Net property, plant and equipment


261,502



267,200Goodwill


490,769



490,210Investments in unconsolidated
    companies


115,708



115,726Deferred income taxes


46,148



42,811Prepaid pension plan costs


6,681



6,590Other assets


40,032



39,316Total Assets

$
1,793,681


$
1,830,223LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term
    debt

$
644


$
719Accounts payable


152,000



144,844Accrued liabilities


92,466



96,611Income taxes payable


6,079



6,355Total Current Liabilities


251,189



248,529Long-Term Liabilities:Long-term debt


387,081



386,912Accrued pension plan liability


46,676



46,028Deferred income taxes


10,310



10,376Other long-term liabilities


71,501



70,019Contingencies (Note 10)Shareholders Equity:Common stock


5,763



5,924Additional paid-in capital


212,442



294,502Retained earnings


855,921



818,781Accumulated other comprehensive
    income


(47,202
)


(50,848
)Total Shareholders Equity


1,026,924



1,068,359Total Liabilities and
    Shareholders Equity

$
1,793,681


$
1,830,223    4




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Thomas
    & Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
 (In
    thousands)
    (Unaudited)
  Quarter EndedMarch 31,2007


2006Cash Flows from Operating
    Activities:Net earnings

$
37,140


$
38,800Adjustments:Depreciation and amortization


12,344



11,785Deferred income taxes


6,232



4,528Share-based compensation expense


5,201



1,792Incremental tax benefits from
    share-based payment arrangements


(1,003
)


(2,902
)Changes in operating assets and
    liabilities, net:Receivables


(32,100
)


(23,915
)Inventories


(1,895
)


(19,978
)Accounts payable


7,100



19,661Accrued liabilities


(4,172
)


(13,885
)Income taxes payable


(263
)


(6,171
)Other


4,589



4,435Net cash provided by (used in)
    operating activities


33,173



14,150Cash Flows from Investing
    Activities:Purchases of property, plant and
    equipment


(6,392
)


(14,086
)Proceeds from sale of property,
    plant and equipment


91



118Marketable securities acquired


(2
)


(121,625
)Proceeds from marketable securities


60



413,253Net cash provided by (used in)
    investing activities


(6,243
)


277,660Cash Flows from Financing
    Activities:Repurchase of common shares


(93,541
)


Stock options exercised


4,604



30,083Incremental tax benefits from
    share-based payment arrangements


1,003



2,902Repayment of long-term debt and
    other borrowings


(137
)


(150,112
)Net cash provided by (used in)
    financing activities


(88,071
)


(117,127
)Effect of exchange-rate changes on
    cash


39



299Net increase (decrease) in cash
    and cash equivalents


(61,102
)


174,982Cash and cash equivalents,
    beginning of period


370,968



216,742Cash and cash equivalents, end of
    period

$
309,866


$
391,724Cash payments for interest

$
4,994


$
10,003Cash payments for income taxes

$
10,739


$
16,371    5




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Thomas
    & Betts Corporation and Subsidiaries
 Notes to
    Consolidated Financial Statements
    (Unaudited)  1.
    Basis of
    Presentation    Form 10-K
    2.
    Basic and
    Diluted Earnings Per Share    Quarter EndedMarch 31,2007


2006(In thousands, except per share
    data)Net earnings

$
37,140


$
38,800Basic shares:Average shares outstanding


58,593



61,432Basic earnings per share

$
0.63


$
0.63Diluted shares:Average shares outstanding


58,593



61,432Additional shares on the potential
    dilution from stock options and nonvested restricted stock


800



1,10859,393



62,540Diluted earnings per share

$
0.63


$
0.62   out-of-the-money out-of-the-money
  3.
    Share-Based
    Payment Arrangements   6




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
      Summary
    of Option Activity
    Weighted-


Weighted-Average


AverageNumber


Exercise


Contractual


Aggregateof Shares


Price


Term


Intrinsic Value(Years)


(In thousands)Outstanding at December 31,
    2006


2,560,687


$
30.98Granted


404,282



47.91Exercised


(153,876
)


29.95Forfeited or expired


(85,488
)


43.87Outstanding at March 31, 2007


2,725,605


$
33.14



6.67


$
43,933Exercisable at March 31, 2007


1,761,292


$
27.40



5.34


$
38,592     Summary
    of Nonvested Shares Activity
    Weighted-AverageNumber of


Grant DateShares


Fair ValueNonvested at December 31, 2006


237,974


$
32.51Granted


127,617



47.95Vested


(72,312
)


20.69Forfeited






Nonvested at March 31, 2007


293,279


$
42.14  7




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    4.
    Income
    Taxes         8




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
  5.
    Comprehensive
    Income    Quarter EndedMarch 31,2007


2006(In thousands)Net income

$
37,140


$
38,800Cumulative translation adjustment


2,647



1,454Unrealized gains (losses) on
    marketable securities


(1
)


(4
)Amortization of unrecognized
    pension and postretirement costs


1,000



Comprehensive income

$
40,786


$
40,250   6.
    Derivative
    Instruments    Commodities
    Futures Contracts
  Mark-to-market
  Interest
    Rate Swap Agreements
    Forward
    Foreign Exchange Contracts
   9




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##### Table of Contents



Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
   7.
    Debt    March 31,


December 31,2007


2006(In thousands)Unsecured notes6.63% Notes due 2008

$
114,854


$
114,8216.39% Notes due 2009


149,900



149,8877.25% Notes due 2013


120,377



120,192Other, including capital leases


2,594



2,731Long-term debt (including current
    maturities)


387,725



387,631Less current portion


644



719Long-term debt

$
387,081


$
386,912              10




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
   8.
    Pension
    and Postretirement Benefits    Quarter EndedPension Benefits


Postretirement BenefitsMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands)Service cost

$
2,970


$
2,593


$
61


$
44Interest cost


5,316



5,232



244



250Expected return on plan assets


(7,074
)


(6,931
)






Plan net loss (gain)


1,117



1,494



100



150Prior service cost (gain)


259



238



(56
)


(50
)Transition obligation (asset)


(4
)


(8
)


194



194Net periodic pension cost

$
2,584


$
2,618


$
543


$
588     9.
    Segment
    Disclosures     11




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
    Quarter EndedMarch 31,2007


2006(In thousands)Net SalesElectrical

$
389,166


$
357,849Steel Structures


53,030



52,728HVAC


32,356



31,225Total

$
474,552


$
441,802Segment EarningsElectrical

$
64,901


$
58,239Steel Structures


8,902



8,332HVAC


4,709



4,151Segment earnings


78,512



70,722Corporate expense


(20,976
)


(12,793
)Interest expense, net


(3,551
)


(3,467
)Other (expense) income, net


(160
)


186Earnings before income taxes

$
53,825


$
54,648   10.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
     12




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
          Other
    Legal Matters
    Guarantee
    and Indemnification Arrangements
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others.
 13




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
        Quarter EndedMarch 31,2007


2006(In thousands)Balance at beginning of period

$
1,737


$
1,478Liabilities accrued for warranties
    issued during the period


283



262Deductions for warranty claims
    paid during the period


(845
)


(304
)Changes in liability for
    pre-existing warranties during the period, including expirations


166



142Balance at end of period

$
1,341


$
1,578     11.
    Share
    Repurchase Plans     14




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Thomas & Betts Corporation and Subsidiaries
  Notes to Consolidated Financial Statements
    (Unaudited)  (Continued)
   12.
    Recently
    Issued Accounting Standards   15




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition 
    and Results of Operations  Executive
    Overview
  Introduction
    Critical
    Accounting Policies
  Form 10-K
  
    Revenue Recognition:  The Corporation
    recognizes revenue when products are shipped and the customer
    takes ownership and assumes risk of loss, collection of the
    relevant receivable is probable, persuasive evidence of an
    arrangement exists and the sales price is fixed or determinable.
    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. Quantity rebates are in the form of volume
    incentive discount plans, which include specific sales volume
    targets or
    year-over-year
    sales volume growth targets for specific customers. Certain
    distributors can take advantage of price rebates by subsequently
    reselling the Corporations products into targeted
    construction projects or markets. Following a distributors
    sale of an eligible product, the distributor submits a claim for
    a price rebate. The Corporation provides additional allowances
    for bad debts when circumstances dictate. A number of
    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. Management
    analyzes historical returns and allowances, current economic
    trends and specific customer circumstances when evaluating the
    adequacy of accounts receivable related reserves and accruals.
    Inventory Valuation:  Inventories are stated at
    the lower of cost or market. Cost is determined using the
    first-in,
    first-out (FIFO) method. To ensure inventories are carried at
    the lower of cost or market, the Corporation periodically
    evaluates the carrying value of its inventories. The Corporation
    also periodically performs an evaluation of inventory for excess
    and obsolete items. Such evaluations are based on
    managements judgment and use of estimates. Such estimates
    incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.
    Goodwill and Other Intangible Assets:  We
    follow the provisions of 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. With the assistance of a third party
    appraisal firm, the Corporation performs its annual impairment
    assessment in the fourth quarter of each year, unless
    circumstances dictate more 16




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frequent assessments. Indications of impairment require
    significant judgment by management. Under the provisions of
    SFAS No. 142, each test of goodwill requires that we
    determine the fair value of each reporting unit, and compare the
    fair value to the reporting units carrying amount. To the
    extent a reporting units carrying amount exceeds its fair
    value, an indication exists that the reporting units
    goodwill may be impaired and the Corporation must perform a
    second more detailed impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of its recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.  
    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, the
    Corporation evaluates assets at the lowest level of identifiable
    cash flows for associated product groups. The Corporation
    reviews long-lived assets to be
    held-and-used
    for impairment annually or whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. Indications of impairment require
    significant judgment by management. 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 values 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.
    Pension and Postretirement Benefit Plan Actuarial
    Assumptions:  We follow the provisions of
    SFAS No. 87, Employers Accounting for
    Pensions, SFAS No. 88, Employers
    Accounting for Settlements and Curtailments of Defined Benefit
    Pension Plans and for Termination Benefits,
    SFAS No. 106, Employers Accounting for
    Postretirement Benefits Other than Pensions,
    SFAS No. 132 (Revised), Employers
    Disclosures about Pensions and Other Postretirement
    Benefits and SFAS No. 158, Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans. For purposes of calculating pension and
    postretirement medical benefit obligations and related costs,
    the Corporation uses certain actuarial assumptions. Two critical
    assumptions, the discount rate and the expected return on plan
    assets, are important elements of expense
    and/or
    liability measurement. We evaluate these assumptions annually.
    Other assumptions include employee demographic factors
    (retirement patterns, mortality and turnover), rate of
    compensation increase and the healthcare cost trend rate. See
    additional information contained in Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Qualified Pension Plans in our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.
    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. The Corporation has valuation allowances for deferred
    tax assets primarily associated with foreign net operating loss
    carryforwards and foreign income tax credit carryforwards.
    Realization of the deferred tax assets is dependent upon the
    Corporations ability to generate sufficient future taxable
    income and, if necessary, execution of tax 17




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planning strategies. Management believes that it is
    more-likely-than-not that future taxable income, based on
    enacted tax law in effect as of March 31, 2007, will be
    sufficient to realize the recorded deferred tax assets net of
    existing valuation allowances. Management considers the
    scheduled reversal of deferred tax liabilities, projected future
    taxable income and tax planning strategies, which involve
    estimates and uncertainties, in making this assessment.
    Projected future taxable income is based on managements
    forecast of the operating results of the Corporation. Management
    periodically reviews such forecasts in comparison with actual
    results and expected trends. In the event management determines
    that sufficient future taxable income, in light of tax planning
    strategies, may not be generated to fully realize net deferred
    tax assets, we will increase valuation allowances by a charge to
    income tax expense in the period of such determination.
    Likewise, if management determines that future taxable income
    will be sufficient to utilize net operating loss carryforwards
    and other deferred tax assets, the Corporation will decrease the
    existing valuation allowance by recording a reduction 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. The operation of manufacturing
    plants involves a high level of susceptibility in these areas,
    and there is no assurance that we will not incur material
    environmental or occupational health and safety liabilities in
    the future. Moreover, expectations of remediation expenses could
    be affected by, and potentially significant expenditures could
    be required to comply with, environmental regulations and health
    and safety laws that may be adopted or imposed in the future.
    Future remediation technology advances could adversely impact
    expectations of remediation expenses.  2007
    Outlook
      
    continued solid demand in most of our key markets;
    Steel Structures segment sales of approximately $55 million
    per quarter;
    corporate expense of approximately $14 million per quarter
    for the balance of the year;
    net interest expense of $14 million for the full year;
    a 31% effective income tax rate; and,
    approximately 58.5 million fully diluted average shares
    outstanding for each of the remaining quarters this year.   18




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Summary
    of Consolidated Results
  Quarter Ended March 31,2007


2006% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
474,552



100.0


$
441,802



100.0Cost of sales


329,717



69.5



305,519



69.1Gross profit


144,835



30.5



136,283



30.9Selling, general and administrative


87,329



18.4



78,528



17.8Earnings from operations


57,506



12.1



57,755



13.1Income from unconsolidated
    companies


30







174



Interest expense, net


(3,551
)


(0.8
)


(3,467
)


(0.8
)Other (expense) income, net


(160
)






186



0.1Earnings before income taxes


53,825



11.3



54,648



12.4Income tax provision


16,685



3.5



15,848



3.6Net earnings

$
37,140



7.8


$
38,800



8.8Per share earnings:Basic

$
0.63






$
0.63Diluted

$
0.63






$
0.62   2007
    Compared with 2006
  Overview
        Net
    Sales and Gross Profit
     19




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Expenses
    Interest
    Expense, Net
    Income
    Taxes
    Net
    Earnings
   20




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Summary
    of Segment Results
  Net
    Sales
  Quarter Ended March 31,2007


2006In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
389,166



82.0


$
357,849



81.0Steel Structures


53,030



11.2



52,728



11.9HVAC


32,356



6.8



31,225



7.1$
474,552



100.0


$
441,802



100.0   Segment
    Earnings
  Quarter Ended March 31,2007


2006In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
64,901



16.7


$
58,239



16.3Steel Structures


8,902



16.8



8,332



15.8HVAC


4,709



14.6



4,151



13.3Segment earnings


78,512



16.5



70,722



16.0Corporate expense


(20,976
)






(12,793
)Interest expense, net


(3,551
)






(3,467
)Other (expense) income, net


(160
)






186Earnings before income taxes

$
53,825






$
54,648         Electrical
    Segment
     21




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##### Table of Contents



Other
    Segments
      Liquidity
    and Capital Resources
      Quarter EndedMarch 31,2007


2006(In thousands)Net cash provided by (used in)
    operating activities

$
33,173


$
14,150Net cash provided by (used in)
    investing activities


(6,243
)


277,660Net cash provided by (used in)
    financing activities


(88,071
)


(117,127
)Effect of exchange-rate changes on
    cash


39



299Net increase (decrease) in cash
    and cash equivalents

$
(61,102
)

$
174,982   Operating
    Activities
    Investing
    Activities
  $15-$20 million
 22




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##### Table of Contents



Financing
    Activities
    $300 million
    Credit Facility
    Consolidated Interest Coverage Ratio.
  Leverage Ratio.
    Other
    Credit Facilities
    Compliance
    and Availability
      Credit
    Ratings
   23




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##### Table of Contents



Debt
    Securities
    Issue Date

Amount

Interest Rate


Interest Payable

Maturity DateMay 1998

$115 million


6.63
%

May 1 and November 1

May 2008February 1999

$150 million


6.39
%

March 1 and September 1

February 2009May 2003

$125 million


7.25
%

June 1 and December 1

June 2013     Other
            Off-Balance
    Sheet Arrangements
   24




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
  Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K,
 Item 1A.  Risk
    Factors  Form 10-K
  Item 2.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers   25




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##### Table of Contents



Issuer
    Purchases of Equity Securities
  MaximumTotal Number


Numberof Common


of CommonShares


SharesTotal


Average


Purchased


that MayNumber of


Price Paid


as Part of


Yet BeCommon


per


Publicly


PurchasedShares


Common


Announced


UnderPeriod

Purchased


Share


Plans


the PlansJuly 2006 PlanFebruary 8, 2007 to
    February 28, 2007


1,230,900


$
51.50



1,230,900



1,101,480March 1, 2007 to
    March 8, 2007


601,480


$
50.03



601,480



500,000Total for the quarter ended
    March 31, 2007


1,832,380


$
51.02



1,832,380



500,000March 2007 PlanTotal for the quarter ended
    March 31, 2007





$








3,000,000   Item 5.
    Other
    Information    Item 6.
    Exhibits   26




---



##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
   27




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##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit10
.1

Approval of Incentive Payments
    (Incorporated by reference to Item 1.01 of the Current
    Report on
    Form 8-K
    dated February 6, 2007).12


Statement re Computation of Ratio
    of Earnings to Fixed Charges31
.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
.1

Certification of Principal
    Executive Officer Pursuant to
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. § 1350 and not filed as part of
    the Report or as a separate disclosure document.32
.2

Certification of Principal
    Financial Officer Pursuant to
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. § 1350 and not filed
    as part of the Report or as a separate disclosure document.    
    
    Management contract or compensatory plan or arrangement. 28