##### 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
    September 30, 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 November 1,
    2007Common Stock, $.10 par value

57,945,020




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##### 



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

Financial
    Statements  Unaudited:


3Consolidated Statements of Operations
    for the Quarter and Nine Months Ended September 30, 2007
    and September 30, 2006


3Consolidated Balance Sheets as of
    September 30, 2007 and 
    December 31, 2006


4Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 and
    September 30, 2006


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


18ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


29ITEM 4.

Controls and Procedures


29PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


30ITEM 1A.

Risk Factors


30ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


30ITEM 6.

Exhibits


31SIGNATURE


32EXHIBIT INDEX


33Statement re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive Officer Under Rule 13a-14(a) or 15d-14(a)Certification of Principal Financial Officer Under Rule 13a-14(a) or 15d-14(a)Certification 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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CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
     achieve

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

 other similar expressions      (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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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 EndedSeptember 30,


September 30,2007


2006


2007


2006Net sales

$
552,704


$
473,401


$
1,534,494


$
1,383,082Cost of sales


381,991



326,396



1,064,352



957,922Gross profit


170,713



147,005



470,142



425,160Selling, general and administrative


88,759



80,780



260,620



241,080Earnings from operations


81,954



66,225



209,522



184,080Income from unconsolidated companies


7



35



250



570Interest expense, net


(5,759
)


(4,122
)


(12,756
)


(11,297
)Other (expense) income, net


(1,925
)


484



(1,445
)


1,647Earnings before income taxes


74,277



62,622



195,571



175,000Income tax provision


23,026



18,160



60,627



50,750Net earnings

$
51,251


$
44,462


$
134,944


$
124,250Earnings per share:Basic

$
0.89


$
0.75


$
2.33


$
2.05Diluted

$
0.88


$
0.74


$
2.30


$
2.01Average shares outstanding:Basic


57,544



59,573



58,004



60,686Diluted


58,309



60,412



58,796



61,707    3




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Thomas &
    Betts Corporation and Subsidiaries
  Consolidated
    Balance Sheets
    (In thousands)
    (Unaudited)
  September 30,


December 31,2007


2006ASSETSCurrent Assets:Cash and cash equivalents

$
104,679


$
370,968Marketable securities


242



371Receivables, net


295,324



204,270Inventories:Finished goods


114,322



107,786Work-in-process


37,003



27,408Raw materials


117,184



83,342Total inventories


268,509



218,536Deferred income taxes


50,566



60,611Prepaid expenses


13,627



13,614Total Current Assets


732,947



868,370Property, plant and equipment:Land


20,035



17,042Buildings


194,570



183,323Machinery and equipment


652,622



621,272Construction-in-progress


14,763



14,409Gross property, plant and equipment


881,990



836,046Less accumulated depreciation


(603,392
)


(568,846
)Net property, plant and equipment


278,598



267,200Goodwill and other intangibles


792,810



507,038Investments in unconsolidated companies


115,178



115,726Deferred income taxes


45,208



42,811Other assets


31,901



29,078Total Assets

$
1,996,642


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

$
115,692


$
719Accounts payable


192,523



144,844Accrued liabilities


126,310



96,611Income taxes payable


11,053



6,355Total Current Liabilities


445,578



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


272,521



386,912Accrued pension plan liability


45,968



46,028Deferred income taxes


10,866



10,376Other long-term liabilities


61,669



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


5,760



5,924Additional paid-in capital


202,050



294,502Retained earnings


953,725



818,781Accumulated other comprehensive income


(1,495
)


(50,848
)Total Shareholders Equity


1,160,040



1,068,359Total Liabilities and Shareholders Equity

$
1,996,642


$
1,830,223    4




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Thomas &
    Betts Corporation and Subsidiaries
  Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
  Nine Months EndedSeptember 30,2007


2006Cash Flows from Operating Activities:Net earnings

$
134,944


$
124,250Adjustments:Depreciation and amortization


40,334



35,568Deferred income taxes


15,811



18,663Share-based compensation expense


10,558



6,584Incremental tax benefits from share-based payments


(6,104
)


(9,087
)Changes in operating assets and liabilities, net (a):Receivables


(53,131
)


(45,182
)Inventories


(9,951
)


(35,757
)Accounts payable


11,539



1,019Accrued liabilities


15,236



366Income taxes payable


4,007



(5,814
)Other


1,148



17,781Net cash provided by (used in) operating activities


164,391



108,391Cash Flows from Investing Activities:Purchases of businesses


(304,855
)


(33,286
)Purchases of property, plant and equipment


(26,377
)


(30,498
)Proceeds from sale of property, plant and equipment


220



193Marketable securities acquired


(48
)


(121,665
)Proceeds from marketable securities


181



413,379Net cash provided by (used in) investing activities


(330,879
)


228,123Cash Flows from Financing Activities:Repurchase of common shares


(132,958
)


(166,554
)Stock options exercised


22,230



48,055Repayment of long-term debt and other borrowings


(266
)


(150,313
)Incremental tax benefits from share-based payments


6,104



9,087Net cash provided by (used in) financing activities


(104,890
)


(259,725
)Effect of exchange-rate changes on cash


5,089



2,222Net increase (decrease) in cash and cash equivalents


(266,289
)


79,011Cash and cash equivalents, beginning of period


370,968



216,742Cash and cash equivalents, end of period

$
104,679


$
295,753Cash payments for interest

$
18,803


$
23,880Cash payments for income taxes

$
41,511


$
34,777    (a)
    
    Net of foreign exchange and acquisition effects   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 Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


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

$
51,251


$
44,462


$
134,944


$
124,250Basic shares:Average shares outstanding


57,544



59,573



58,004



60,686Basic earnings per share

$
0.89


$
0.75


$
2.33


$
2.05Diluted shares:Average shares outstanding


57,544



59,573



58,004



60,686Additional shares on the potential dilution from stock options
    and nonvested restricted stock


765



839



792



1,02158,309



60,412



58,796



61,707Diluted earnings per share

$
0.88


$
0.74


$
2.30


$
2.01    6




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3.
    Share-Based
    Payment Arrangements          4.
    Income
    Taxes       7




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5.
    Comprehensive
    Income    Quarter Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(In thousands)Net earnings

$
51,251


$
44,462


$
134,944


$
124,250Foreign currency translation adjustments


22,721



6,466



46,304



19,192Amortization of unrecognized pension and other postretirement
    costs, net of tax


1,017







3,052



Unrealized gains (losses) on marketable securities, net of tax


(1
)


(1
)


(3
)


(8
)Comprehensive income

$
74,988


$
50,927


$
184,297


$
143,434   6.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
    Commodities
    Futures Contracts
   8




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Forward
    Foreign Exchange Contracts
    7.
    Debt    September 30,


December 31,2007


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

$
114,922


$
114,8216.39% Notes due 2009


149,926



149,8877.25% Notes due 2013


120,746



120,192Other, including capital leases


2,619



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


388,213



387,631Less current portion


115,692



719Long-term debt

$
272,521


$
386,912              9




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8.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(In thousands)Service cost

$
2,862


$
2,494


$
29


$
20Interest cost


5,500



5,439



245



232Expected return on plan assets


(7,420
)


(7,130
)






Plan net loss (gain)


1,043



1,541



141



83Prior service cost (gain)


265



250



(56
)


(68
)Transition obligation (asset)


(4
)






192



187Net periodic pension cost

$
2,246


$
2,594


$
551


$
454   Nine Months EndedOtherPostretirementPension Benefits


BenefitsSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006(In thousands)Service cost

$
8,338


$
7,665


$
88


$
107Interest cost


16,414



16,180



735



732Expected return on plan assets


(22,259
)


(21,421
)






Plan net loss (gain)


3,128



4,646



422



383Prior service cost (gain)


794



721



(168
)


(168
)Transition obligation (asset)


(12
)


(13
)


575



575Net periodic pension cost

$
6,403


$
7,778


$
1,652


$
1,629      10




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9.
    Segment
    Disclosures      Quarter Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(In thousands)Net SalesElectrical

$
461,585


$
389,433


$
1,268,784


$
1,130,555Steel Structures


57,959



53,516



168,071



157,701HVAC


33,160



30,452



97,639



94,826Total

$
552,704


$
473,401


$
1,534,494


$
1,383,082Segment EarningsElectrical

$
80,491


$
66,699


$
218,547


$
188,578Steel Structures


9,976



9,076



27,758



24,421HVAC


5,417



4,111



14,309



13,004Segment earnings


95,884



79,886



260,614



226,003Corporate expense


(13,923
)


(13,626
)


(50,842
)


(41,353
)Interest expense, net


(5,759
)


(4,122
)


(12,756
)


(11,297
)Other (expense) income, net


(1,925
)


484



(1,445
)


1,647Earnings before income taxes

$
74,277


$
62,622


$
195,571


$
175,000  11




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10.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
             12




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Other
    Legal Matters
     Guarantee
    and Indemnification Arrangements
        Quarter Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(In thousands)Balance at beginning of period

$
1,412


$
1,770


$
1,737


$
1,478Acquired liabilities for warranties


2,070







2,070



Liabilities accrued for warranties issued during the period


520



130



1,142



693Deductions for warranty claims paid during the period


(519
)


(441
)


(1,751
)


(981
)Changes in liability for pre-existing warranties during the
    period, including expirations


179



54



464



323Balance at end of period

$
3,662


$
1,513


$
3,662


$
1,513  13




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11.
    Share
    Repurchase Plans      12.
    Acquisitions     14




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July2007(In millions)Current assets (primarily receivables and inventories)

$
51Property, plant and equipment


7Goodwill and other intangible assets


258Total asset acquired


316Current liabilities


(34
)Net assets acquired

$
282       13.
    Recently
    Issued Accounting Standards     15




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14.
    Subsequent
    Events  Acquisition
    $750 million
    credit facility
        
    a Maximum Leverage Ratio of 4.00 to 1.00 from October 16,
    2007 through December 31, 2008, then a ratio of 3.75 to
    1.00 thereafter; and
    a Minimum Interest Coverage Ratio of 3.00 to 1.00.   16




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Interest
    rate swap
   17




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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
    valuation firm, the Corporation performs its annual 18




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impairment assessment in the fourth quarter of each year, unless
    circumstances dictate more 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 19




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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. Management believes that it is more-likely-than-not that
    future taxable income, based on enacted tax law in effect as of
    September 30, 2007, will be sufficient to realize the
    recorded deferred tax assets net of existing valuation
    allowances.  
    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;
    A minor impact of commodity-related price increases on
    year-over-year sales growth;
    Continued strength in foreign currencies versus the
    U.S. dollar;
    Steel Structures segment sales roughly at capacity. Note that
    fourth quarter of 2006 included approximately $11 million
    dollars of lattice tower sales, which we do not expect to repeat
    in 2007;
    Corporate expense of approximately $14 million;
    Net interest expense of approximately $6 million, before
    considering the impact of the Lamson & Sessions Co.
    acquisition;
    A 31% effective income tax rate; and,
    Approximately 58.5 million fully diluted average shares
    outstanding.     20




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Summary
    of Consolidated Results
  Quarter Ended September 30,2007


2006% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
552,704



100.0


$
473,401



100.0Cost of sales


381,991



69.1



326,396



68.9Gross profit


170,713



30.9



147,005



31.1Selling, general and administrative


88,759



16.1



80,780



17.1Earnings from operations


81,954



14.8



66,225



14.0Income from unconsolidated companies


7







35



Interest expense, net


(5,759
)


(1.0
)


(4,122
)


(0.9
)Other (expense) income, net


(1,925
)


(0.4
)


484



0.1Earnings before income taxes


74,277



13.4



62,622



13.2Income tax provision


23,026



4.1



18,160



3.8Net earnings

$
51,251



9.3


$
44,462



9.4Earnings per share:Basic

$
0.89






$
0.75Diluted

$
0.88






$
0.74   Nine Months Ended September 30,2007


2006% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
1,534,494



100.0


$
1,383,082



100.0Cost of sales


1,064,352



69.4



957,922



69.3Gross profit


470,142



30.6



425,160



30.7Selling, general and administrative


260,620



16.9



241,080



17.4Earnings from operations


209,522



13.7



184,080



13.3Income from unconsolidated companies


250







570



0.1Interest expense, net


(12,756
)


(0.9
)


(11,297
)


(0.8
)Other (expense) income, net


(1,445
)


(0.1
)


1,647



0.1Earnings before income taxes


195,571



12.7



175.000



12.7Income tax provision


60,627



3.9



50,750



3.7Net earnings

$
134,944



8.8


$
124,250



9.0Earnings per share:Basic

$
2.33






$
2.05Diluted

$
2.30






$
2.01  21




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##### Table of Contents



2007
    Compared with 2006
  Overview
        Net
    Sales and Gross Profit
      Expenses
     22




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##### Table of Contents



Interest
    Expense, Net
    Income
    Taxes
    Net
    Earnings
   23




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##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
461,585



83.5


$
389,433



82.3


$
1,268,784



82.7


$
1,130,555



81.7Steel Structures


57,959



10.5



53,516



11.3



168,071



10.9



157,701



11.4HVAC


33,160



6.0



30,452



6.4



97,639



6.4



94,826



6.9$
552,704



100.0


$
473,401



100.0


$
1,534,494



100.0


$
1,383,082



100.0   Segment
    Earnings
  Quarter Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
80,491



17.4


$
66,699



17.1


$
218,547



17.2


$
188,578



16.7Steel Structures


9,976



17.2



9,076



17.0



27,758



16.5



24,421



15.5HVAC


5,417



16.3



4,111



13.5



14,309



14.7



13,004



13.7Segment earnings


95,884



17.3



79,886



16.9



260,614



17.0



226,003



16.3Corporate expense


(13,923
)






(13,626
)






(50,842
)






(41,353
)Interest expense, net


(5,759
)






(4,122
)






(12,756
)






(11,297
)Other (expense) income, net


(1,925
)






484







(1,445
)






1,647Earnings before income taxes

$
74,277






$
62,622






$
195,571






$
175,000       Electrical
    Segment
   24




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##### Table of Contents



Other
    Segments
      Liquidity
    and Capital Resources
      Nine Months EndedSeptember 30,2007


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

$
164,391


$
108,391Net cash provided by (used in) investing activities


(330,879
)


228,123Net cash provided by (used in) financing activities


(104,890
)


(259,725
)Effect of exchange-rate changes on cash


5,089



2,222Net increase (decrease) in cash and cash equivalents

$
(266,289
)

$
79,011   Operating
    Activities
   25




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##### Table of Contents



Investing
    Activities
          Financing
    Activities
    $300 million
    Credit Facility
     26




---



##### Table of Contents



Other
    Credit Facilities
      $750 million
    Credit Facility
        
    a Maximum Leverage Ratio of 4.00 to 1.00 from October 16,
    2007 through December 31, 2008, then a ratio of 3.75 to
    1.00 thereafter; and
    a Minimum Interest Coverage Ratio of 3.00 to 1.00.    Compliance
    and Availability
   27




---



##### Table of Contents



Credit
    Ratings
    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
         28




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##### Table of Contents



Off-Balance
    Sheet Arrangements
      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     29




---



##### Table of Contents



(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
     30




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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 PlansMarch 2007 PlanTotal for the quarter ended September 30, 2007





$








2,799,300   Item 6.
    Exhibits   31




---



##### Table of Contents



SIGNATURE
    Thomas & Betts
    Corporation
   By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
   32




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description of
    Exhibit2
.1

Agreement and Plan of Merger, dated as of August 15, among
    Parent, Merger Sub and the Company (the schedules and exhibits
    have been omitted pursuant to Item 601(b)(2) of Regulation
    S-K). (Incorporated by reference to Item 1.01 of the
    Current Report on Form 8-K dated August 16, 2007).10
.1

Approval of Incentive Payments (Incorporated by reference to
    Item 1.01 of the Current Report on
    Form 8-K
    dated February 6, 2007).10
.2

Purchase and Sale Agreement dated as of July 25, 2007,
    between the Corporation as Purchaser and Joslyn Holding Company,
    Danaher UK Industries Limited, and Joslyn Canada as Sellers
    (Incorporated by reference to Item 2.01 of the Current
    Report on
    Form 8-K
    dated July 25, 2007).10
.3

Amended and Restated Thomas & Betts Corporation Executive
    Retirement Plan (Incorporated by reference to Items 1.01 and
    5.02 of the Current Report on Form 8-K dated
    September 11, 2007).10
.4

Amended and Restated Thomas & Betts Corporation Management
    Incentive Plan (Incorporated by reference to Items 1.01 and 5.02
    of the Current Report on Form 8-K dated September 11,
    2007).10
.5

Amended and Restated Thomas & Betts Corporation Pension
    Restoration Plan (Incorporated by reference to Items 1.01 and
    5.02 of the Current Report on Form 8-K dated
    September 11, 2007).10
.6

Amended and Restated Thomas & Betts Corporation
    Supplemental Executive Investment Plan (Incorporated by
    reference to Items 1.01 and 5.02 of the Current Report on
    Form 8-K dated September 11, 2007).10
.7

Amended and Restated Termination Protection Agreement (Pileggi)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.8

Amended and Restated Termination Protection Agreement (Fluke)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.9

Amended and Restated Termination Protection Agreement (Hajj)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.10

Amended and Restated Termination Protection Agreement (Hartmann)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.11

Amended and Restated Termination Protection Agreement (Raines)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.12

Amended and Restated Termination Protection Agreement (Locke)
    (Incorporated by reference to Items 1.01 and 5.02 of the Current
    Report on Form 8-K dated September 11, 2007).10
.13

Amended and Restated Thomas & Betts Corporation
    Indemnification Agreement (Incorporated by reference to Items
    1.01 and 5.02 of the Current Report on Form 8-K dated
    September 11, 2007).10
.14

Health Benefits Continuation Agreement (Pileggi) (Incorporated
    by reference to Items 1.01 and 5.02 of the Current Report
    on Form 8-K dated September 11, 2007). 33




---



##### Table of Contents



Exhibit No.

Description of
    Exhibit10
.15

Second Amended and Restated Credit Agreement dated
    October 16, 2007, among Thomas & Betts Corporation, as
    Borrower, the Lenders party hereto, and Wachovia Bank, N.A., as
    Administrative Agent, and Wachovia Capital Markets, LLC and Banc
    of America Securities LLC, as Joint Lead Arrangers and Joint
    Book Runners (Incorporated by reference to Items 1.01 and 2.03
    of the Current Report on Form 8-K dated October 17,
    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. 34