##### 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, 2006oro

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 Sharesat November 1,Title of Each Class

2006Common Stock, $.10 par value

59,902,667




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##### 



THOMAS &
    BETTS CORPORATION AND SUBSIDIARIES
  TABLE OF
    CONTENTS
  PagePART I.
    FINANCIAL INFORMATIONITEM 1.

Financial
    Statements:Consolidated Statements of Operations for the Quarter and Nine Months Ended September 30, 2006 and September 30, 2005


3Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005


4Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and September 30, 2005


5Notes to Consolidated Financial Statements


6ITEM 2.

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


21ITEM 3.

Quantitative and
    Qualitative Disclosures About Market Risk


32ITEM 4.

Controls and
    Procedures


32PART II.
    OTHER INFORMATIONITEM 1.

Legal
    Proceedings


32ITEM 1A.

Risk
    Factors


33ITEM 2.

Purchases of Equity
    Securities by the Issuer and Affiliated Purchasers


33ITEM 5.

Other
    Information


33ITEM 6.

Exhibits


33SIGNATURE


34EXHIBIT
    INDEX


35Statement re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive OfficerCertification of Principal Financial OfficerCertification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)   1




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CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
 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 Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Net sales

$
473,401


$
442,071


$
1,383,082


$
1,252,347Cost of sales


326,396



307,558



957,922



886,770Gross profit


147,005



134,513



425,160



365,577Selling, general and administrative


80,780



77,754



241,080



220,732Earnings from operations


66,225



56,759



184,080



144,845Income from unconsolidated
    companies


35



300



570



969Interest expense, net


(4,122
)


(6,296
)


(11,297
)


(20,324
)Other (expense) income, net


484



(1,695
)


1,647



(3,500
)Earnings before income taxes


62,622



49,068



175,000



121,990Income tax provision


18,160



14,230



50,750



34,351Net earnings

$
44,462


$
34,838


$
124,250


$
87,639Earnings per share:Basic

$
0.75


$
0.58


$
2.05


$
1.46Diluted

$
0.74


$
0.57


$
2.01


$
1.44Average shares outstanding:Basic


59,573



60,330



60,686



59,848Diluted


60,412



61,256



61,707



60,799    3




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THOMAS &
    BETTS CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands)
    (Unaudited)
  September 30,


December 31,2006


2005ASSETSCurrent AssetsCash and cash equivalents

$
295,753


$
216,742Marketable securities


430



292,154Receivables, net


237,121



185,391Inventories:Finished goods


114,566



91,597Work-in-process


34,727



29,285Raw materials


89,230



77,225Total inventories


238,523



198,107Deferred income taxes


45,673



40,293Prepaid expenses


12,395



17,455Total Current Assets


829,895



950,142Property, plant and equipment:Land


17,359



15,571Buildings


180,232



176,054Machinery and equipment


619,023



607,847Construction-in-progress


13,130



14,408Gross property, plant and equipment


829,744



813,880Less accumulated depreciation


(563,602
)


(546,854
)Net property, plant and equipment


266,142



267,026Goodwill


499,428



462,810Investments in unconsolidated
    companies


115,304



115,665Deferred income taxes


9,286



20,061Prepaid pension plan costs


77,658



76,187Other assets


33,166



28,505Total Assets

$
1,830,879


$
1,920,396LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term
    debt

$
636


$
150,804Accounts payable


142,032



138,060Accrued liabilities


103,716



101,672Income taxes payable


8,506



13,875Total Current Liabilities


254,890



404,411Long-Term LiabilitiesLong-term debt


386,934



387,155Accrued pension plan liability


29,035



23,079Other long-term liabilities


61,836



53,161Contingencies (Note 10)Shareholders EquityCommon stock


5,961



6,109Additional paid-in capital


312,195



411,985Retained earnings


767,901



643,651Unearned compensation, restricted
    stock






(2,098
)Accumulated other comprehensive
    income


12,127



(7,057
)Total Shareholders Equity


1,098,184



1,052,590Total Liabilities and
    Shareholders Equity

$
1,830,879


$
1,920,396    4




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THOMAS &
    BETTS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
    (Unaudited)
  Nine Months EndedSeptember 30,2006


2005Cash Flows from Operating
    Activities:Net earnings

$
124,250


$
87,639Adjustments:Depreciation and amortization


35,568



38,464Share-based compensation expense


6,584



Deferred income taxes


18,663



10,237Incremental tax benefits from
    share-based payments


(9,087
)


Changes in operating assets and
    liabilities, net:Receivables


(45,182
)


(59,401
)Inventories


(35,757
)


7,417Accounts payable


1,019



17,825Accrued liabilities


366



2,114Income taxes payable


(5,814
)


(2,064
)Other


17,781



14,239Net cash provided by (used in)
    operating activities


108,391



116,470Cash Flows from Investing
    Activities:Purchases of property, plant and
    equipment


(30,498
)


(26,355
)Purchases of businesses


(33,286
)


(16,526
)Proceeds from sale of property,
    plant and equipment


193



493Marketable securities acquired


(121,665
)


(400,750
)Proceeds from marketable securities


413,379



341,148Net cash provided by (used in)
    investing activities


228,123



(101,990
)Cash Flows from Financing
    Activities:Repayment of long-term debt and
    other borrowings


(150,313
)


(5,138
)Stock options exercised


48,055



27,139Incremental tax benefits from
    share-based payments


9,087



Repurchase of common shares


(166,554
)


Net cash provided by (used in)
    financing activities


(259,725
)


22,001Effect of exchange-rate changes on
    cash


2,222



1,859Net increase (decrease) in cash
    and cash equivalents


79,011



38,340Cash and cash equivalents,
    beginning of period


216,742



151,189Cash and cash equivalents, end of
    period

$
295,753


$
189,529Cash payments for interest

$
23,880


$
29,222Cash payments for income taxes

$
34,777


$
27,456    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 30,2006


2005


2006


2005(In thousands, except per share
    data)Net earnings

$
44,462


$
34,838


$
124,250


$
87,639Basic shares:Average shares outstanding


59,573



60,330



60,686



59,848Basic earnings per share

$
0.75


$
0.58


$
2.05


$
1.46Diluted shares:Average shares outstanding


59,573



60,330



60,686



59,848Additional shares from the assumed
    exercise of stock options and vesting of restricted stock


839



926



1,021



95160,412



61,256



61,707



60,799Diluted earnings per share

$
0.74


$
0.57


$
2.01


$
1.44   out-of-the-money out-of-the-money Out-of-the-money
 6




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  3.
    Share-Based
    Payment Arrangements      Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2006(In thousands)Total cost of share-based payment
    plans during the period

$
2,375


$
6,918Amounts capitalized in inventory
    during the period


(334
)


(989
)Amounts recognized in income
    during the period for amount previously capitalized


348



655Amounts charged against income
    during the period, before income tax benefit


2,389



6,584Related income tax benefit
    recognized in income during the period


(908
)


(2,502
)Share-based payments compensation
    expense, net of tax

$
1,481


$
4,082    7




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  May 2004
    Equity Compensation Plans
      Prior
    Equity Compensation Plans
    Change of
    Control Provisions
    Methods
    Used to Measure Compensation
  Stock
    Options
   8




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
        Nine MonthsEnded September 30,2006Weighted-average volatility


30%Expected dividends


%Expected lives in years


4.5-6.0Risk-free rate


4.5%-5.0%      Nonvested
    Shares
   9




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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,
    2005


3,947,240


$
27.84Granted


626,528



45.00Exercised


(1,668,355
)


28.85Forfeited or expired


(43,806
)


32.92Outstanding at September 30,
    2006


2,861,607


$
30.97



6.15


$
48,499Exercisable at September 30,
    2006


1,710,416


$
27.68



4.45


$
34,818     Summary
    of Nonvested Shares Activity
    Weighted-AverageNumber of


Grant DateShares


Fair ValueNonvested at December 31, 2005


239,288


$
22.23Granted


89,182



45.40Vested


(90,496
)


18.02Forfeited






Nonvested at September 30,
    2006


237,974


$
32.51    10




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Prior
    Year Pro Forma Disclosures
  intrinsic-value-based
    Nine Months EndedSeptember 30,2005Weighted-average volatility


30%Expected dividends


%Expected lives in years


4.0Risk-free rate


3.75%        Quarter Ended


Nine Months EndedSeptember 30,


September 30,2005


2005(In thousands, except per share
    data)Net earnings, as reported

$
34,838


$
87,639Deduct total incremental
    stock-based compensation expense determined under
    fair-value-based
    method for all awards, net of related tax effects(a)


(895
)


(2,784
)Pro forma net earnings

$
33,943


$
84,855Earnings per share:Basic  as reported

$
0.58


$
1.46Basic  pro forma

$
0.56


$
1.42Diluted  as reported

$
0.57


$
1.44Diluted  pro forma

$
0.55


$
1.40  11




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
   (a)
    
    Does not include restricted stock expense, net of tax, of
    $0.3 million that was already charged against income during
    the third quarter of 2005 and $0.9 million during the first
    nine months of 2005.  4.
    Income
    Taxes       12




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  5.
    Comprehensive
    Income    Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(In thousands)Net income

$
44,462


$
34,838


$
124,250


$
87,639Foreign currency translation
    adjustments


6,466



7,432



19,192



(7,419
)Unrealized gains (losses) on
    securities


(1
)


(5
)


(8
)


(20
)Comprehensive income

$
50,927


$
42,265


$
143,434


$
80,200   6.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
      out-of-the-money out-of-the-money
   13




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Commodities
    Futures Contracts
  Mark-to-market mark-to-market mark-to-market
  Forward
    Foreign Exchange Contracts
  Mark-to-market mark-to-market
 14




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  7.
    Debt    September 30,


December 31,2006


2005(In thousands)Unsecured notes6.50% Notes due 2006(a)

$



$
150,0357.25% Notes due 2013(b)


119,801



119,988Unsecured medium-term notes6.63% Notes due 2008


114,787



114,6846.39% Notes due 2009


149,874



149,835Other, including capital leases


3,108



3,417Long-term debt (including current
    maturities)


387,570



537,959Less current portion


636



150,804Long-term debt

$
386,934


$
387,155    (a)
    
    Paid in January 2006 from available cash resources.(b)
    
    See Note 6 regarding interest rate swap agreements.           15




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    8.
    Pension
    and Post-Retirement Benefits    Quarter EndedPension Benefits


Post-Retirement BenefitsSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In thousands)Service cost  benefits
    earned during the period

$
2,494


$
2,464


$
20


$
16Interest cost on projected benefit
    obligation


5,439



4,928



232



245Expected return on plan assets


(7,130
)


(5,891
)






Net amortization of unrecognized:Transition obligation (asset)






(3
)


187



192Prior service cost (gain)


250



221



(68
)


(56
)Plan net loss (gain)


1,541



1,327



83



54Net periodic pension cost

$
2,594


$
3,046


$
454


$
451   Nine Months EndedPension Benefits


Post-Retirement BenefitsSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005(In thousands)Service cost  benefits
    earned during the period

$
7,665


$
7,385


$
107


$
49Interest cost on projected benefit
    obligation


16,180



14,814



732



734Expected return on plan assets


(21,421
)


(17,763
)






Net amortization of unrecognized:Transition obligation (asset)


(13
)


(9
)


575



575Prior service cost (gain)


721



752



(168
)


(168
)Plan net loss (gain)


4,646



3,936



383



163Curtailment and settlement losses






1,762







Net periodic pension cost

$
7,778


$
10,877


$
1,629


$
1,353     9.
    Segment
    Disclosures   16




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Quarter Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005(In thousands)Net SalesElectrical

$
389,433


$
365,872


$
1,130,555


$
1,024,799Steel Structures


53,516



46,230



157,701



136,501HVAC


30,452



29,969



94,826



91,047Total

$
473,401


$
442,071


$
1,383,082


$
1,252,347Segment EarningsElectrical

$
55,411


$
46,484


$
154,479


$
116,891Steel Structures


7,657



8,252



20,011



20,759HVAC


3,192



2,323



10,160



8,164Total reportable segment earnings


66,260



57,059



184,650



145,814Interest expense, net


(4,122
)


(6,296
)


(11,297
)


(20,324
)Other (expense) income, net


484



(1,695
)


1,647



(3,500
)Earnings before income taxes

$
62,622


$
49,068


$
175,000


$
121,990   10.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
     17




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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.
 18




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THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
        Nine MonthsQuarter Ended


EndedSeptember 30,


September 30,2006


2005


2006


2005(In thousands)Balance at beginning of period

$
1,770


$
1,562


$
1,478


$
1,588Liabilities accrued for warranties
    issued during the period


130



229



693



661Deductions for warranty claims
    paid during the period


(441
)


(268
)


(981
)


(945
)Changes in liability for
    pre-existing warranties during the period, including expirations


54



124



323



343Balance at end of period

$
1,513


$
1,647


$
1,513


$
1,647     11.
    Share
    Repurchase Plans     19




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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    12.
    Acquisitions      13.
    Recently
    Issued Accounting Standards       20




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##### Table of Contents



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:  We recognize revenue when
    finished products are shipped to unaffiliated customers and both
    title and risks of ownership are transferred. Sales discounts,
    quantity and price rebates, and allowances are estimated based
    on contractual commitments and experience and recorded in the
    period as a reduction of revenue in which the sale is
    recognized. 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 21




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##### Table of Contents



impairment. The Corporation performs its annual impairment
    assessment in the fourth quarter of each year, unless
    circumstances dictate more frequent assessments. Under the
    provisions of SFAS No. 142, each test of goodwill
    requires the Corporation to determine the fair value of each
    reporting unit, and compare the fair value to the reporting
    units carrying amount. To the extent a reporting
    units carrying amount exceeds its fair value, an
    indication exists that the reporting units goodwill may be
    impaired and the Corporation must perform a second more detailed
    impairment assessment. The second impairment assessment involves
    allocating the reporting units fair value to all of its
    recognized and unrecognized assets and liabilities in order to
    determine the implied fair value of the reporting units
    goodwill as of the assessment date. The implied fair value of
    the reporting units goodwill is then compared to the
    carrying amount of goodwill to quantify an impairment charge as
    of the assessment date.  
    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. If the sum of the undiscounted expected
    future cash flows over the remaining useful life of the primary
    asset in the associated product groups is less than the carrying
    amount of the assets, the assets are considered to be impaired.
    Impairment losses are measured as the amount by which the
    carrying amount of the assets exceeds the fair value of the
    assets. When fair values are not available, the Corporation
    estimates fair value using the expected future cash flows
    discounted at a rate commensurate with the risks associated with
    the recovery of the assets. Assets to be disposed of are
    reported at the lower of carrying amount or fair value less
    costs to sell.
    Pension and Postretirement Benefit Plan Actuarial
    Assumptions:  We follow the provisions of
    SFAS No. 87, Employers Accounting for
    Pensions and SFAS No. 106, Employers
    Accounting for Postretirement Benefits Other than
    Pensions. 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 2005
    Annual Report on
    Form 10-K.
    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 operating loss
    carryforwards, tax credit carryforwards and deferred state
    income tax assets. Realization of the deferred tax assets is
    dependent upon the Corporations ability to generate
    sufficient future taxable income and, if necessary, execution of
    its tax planning strategies. Management believes that it is
    more-likely-than-not that future taxable income, based on
    enacted tax law in effect as of September 30, 2006, will be 22




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##### Table of Contents



sufficient to realize the recorded deferred tax assets net of
    existing valuation allowances. Management considers the
    scheduled reversal of deferred tax liabilities, projected future
    taxable income and tax planning strategies, which involve
    estimates and uncertainties, in making this assessment. Tax
    planning strategies include primarily sales of non-core assets.
    Projected future taxable income is based on managements
    forecast of the operating results of the Corporation. Management
    periodically reviews such forecasts in comparison with actual
    results and expected trends. In the event management determines
    that sufficient future taxable income, in light of tax planning
    strategies, may not be generated to fully realize net deferred
    tax assets, the Corporation will increase valuation allowances
    by a charge to income tax expense in the period of such
    determination. Likewise, if management determines that future
    taxable income will be sufficient to utilize state and foreign
    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.  2006
    Outlook
  Form 10-Q.
 23




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##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended September 30,2006


2005% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
473,401



100.0


$
442,071



100.0Cost of sales


326,396



68.9



307,558



69.6Gross profit


147,005



31.1



134,513



30.4Selling, general and administrative


80,780



17.1



77,754



17.6Earnings from operations


66,225



14.0



56,759



12.8Income from unconsolidated
    companies


35







300



0.1Interest expense, net


(4,122
)


(0.9
)


(6,296
)


(1.4
)Other (expense) income, net


484



0.1



(1,695
)


(0.4
)Earnings before income taxes


62,622



13.2



49,068



11.1Income tax provision


18,160



3.8



14,230



3.2Net earnings

$
44,462



9.4


$
34,838



7.9Per share earnings:Basic

$
0.75






$
0.58Diluted

$
0.74






$
0.57   Nine Months Ended September 30,2006


2005% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
1,383,082



100.0


$
1,252,347



100.0Cost of sales


957,922



69.3



886,770



70.8Gross profit


425,160



30.7



365,577



29.2Selling, general and administrative


241,080



17.4



220,732



17.6Earnings from operations


184,080



13.3



144,845



11.6Income from unconsolidated
    companies


570



0.1



969



0.1Interest expense, net


(11,297
)


(0.8
)


(20,324
)


(1.7
)Other (expense) income, net


1,647



0.1



(3,500
)


(0.3
)Earnings before income taxes


175,000



12.7



121,990



9.7Income tax provision


50,750



3.7



34,351



2.7Net earnings

$
124,250



9.0


$
87,639



7.0Per share earnings:Basic

$
2.05






$
1.46Diluted

$
2.01






$
1.44  24




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##### Table of Contents



2006
    Compared with 2005
  Overview
      Net
    Sales and Gross Profit
  year-to-date year-to-date
    Expenses
  year-over-year
  Interest
    Expense, Net
   25




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##### Table of Contents



Income
    Taxes
    Net
    Earnings
   26




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##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
389,433



82.3


$
365,872



82.8


$
1,130,555



81.7


$
1,024,799



81.8Steel Structures


53,516



11.3



46,230



10.5



157,701



11.4



136,501



10.9HVAC


30,452



6.4



29,969



6.7



94,826



6.9



91,047



7.3$
473,401



100.0


$
442,071



100.0


$
1,383,082



100.0


$
1,252,347



100.0   Segment
    Earnings
  Quarter Ended September 30,


Nine Months Ended September 30,2006


2005


2006


2005In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
55,411



14.2


$
46,484



12.7


$
154,479



13.7


$
116,891



11.4Steel Structures


7,657



14.3



8,252



17.8



20,011



12.7



20,759



15.2HVAC


3,192



10.5



2,323



7.8



10,160



10.7



8,164



9.0$
66,260



14.0


$
57,059



12.9


$
184,650



13.4


$
145,814



11.6       Electrical
    Segment
  year-over-year year-over-year
   27




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##### Table of Contents



Other
    Segments
  year-over-year year-over-year
  year-over-year year-over-year
  Liquidity
    and Capital Resources
      Nine Months EndedSeptember 30,2006


2005(In thousands)Net cash provided by (used in)
    operating activities

$
108,391


$
116,470Net cash provided by (used in)
    investing activities


228,123



(101,990
)Net cash provided by (used in)
    financing activities


(259,725
)


22,001Effect of exchange-rate changes on
    cash


2,222



1,859Net increase (decrease) in cash
    and cash equivalents

$
79,011


$
38,340   Operating
    Activities
   28




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##### Table of Contents



Investing
    Activities
      Hi-Tech
  Financing
    Activities
    $200 million
    Credit Agreement
      Fixed Charge Coverage Ratio.
  Leverage Ratio.
 29




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##### Table of Contents



Other
    Credit Facilities
    Compliance
    and Availability
      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
%(a)

June 1 and December 1

June 2013    (a)
    
    We have interest rate swaps associated with only a portion of
    this underlying debt instrument. See Item 3. Quantitative
    and Qualitative Disclosures About Market Risk.   30




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##### Table of Contents



Other
            Off-Balance
    Sheet Arrangements
      Recently
    Issued Accounting Standards
     31




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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,
 32




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##### Table of Contents



Item 1A.  Risk
    Factors  Form 10-K
  Item 2.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Issuer
    Purchases of Equity Securities
  MaximumTotal Number


Numberof Shares


of SharesTotal


Average


Purchased


that MayNumber of


Price Paid


as Part of


Yet BeCommon


per


Publicly


PurchasedShares


Common


Announced


UnderPeriod

Purchased


Share


Program


the PlanTotal for the quarter ended
    September 30, 2006





$








3,000,000   Item 5.
    Other
    Information    Item 6.
    Exhibits   33




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
   By:
    /s/  Kenneth
    W. Fluke        (principal financial officer)
  Date: November 6, 2006
 34




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##### Table of Contents



EXHIBIT INDEX  10
.1

Health Benefits Continuation
    Agreement dated February 2, 2005 (Incorporated by reference
    to Exhibit 10.1 to the Current Report on
    Form 8-K
    dated February 2, 2005).10
.2

Form of Restricted Stock Agreement
    Pursuant to Thomas & Betts Corporation Equity
    Compensation Plan (Incorporated by reference to
    Exhibit 10.2 to the Current Report on
    Form 8-K
    dated February 2, 2005).10
.3

Form of Executive Incentive Stock
    Option Agreement Pursuant to Thomas & Betts Corporation
    Equity Compensation Plan (Incorporated by reference to
    Exhibit 10.3 to the Current Report on
    Form 8-K
    dated February 2, 2005).10
.4

Form of Executive Nonqualified
    Stock Option Agreement Pursuant to Thomas & Betts
    Corporation Equity Compensation Plan (Incorporated by reference
    to Exhibit 10.4 to the Current Report on
    Form 8-K
    dated February 2, 2005).10
.5

First Amendment to Credit
    Agreement dated March 2, 2005, among the Corporation, as
    borrower, the Lenders party thereto, and Wachovia Bank, National
    Association, as Administrative Agent. (Incorporated by reference
    to Exhibit 10.1 to the Current Report on
    Form 8-K
    dated March 2, 2005).10
.6

Credit Agreement, dated
    June 25, 2003, among the Corporation, as borrower, the
    subsidiaries of the Corporation, as guarantors, the lenders
    listed therein, Wachovia Bank, National Association, as issuing
    bank, Wachovia Securities, Inc., as arranger, and Wachovia Bank,
    National Association, as administrative agent (Incorporated by
    reference to Exhibit 10.3 to the Quarterly Report on
    Form 10-Q,
    for the quarter ended June 29, 2003).10
.7

Amended and Restated Credit
    Agreement dated as of June 14, 2005 among Thomas &
    Betts Corporation, as Borrower, The Guarantors Party Thereto,
    The Financial Institutions Party Thereto, Bank of America, N.A.,
    Suntrust Bank and Regions Bank, as Co-Syndication Agents,
    LaSalle Bank, N.A., as Documentation Agent and Wachovia Bank,
    National Association, as Administrative Agent, Swing Bank and
    Issuing Bank (Filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    dated June 14, 2005 and incorporated herein by reference).10
.8

First Amendment to Amended and
    Restated Credit Agreement dated August 12, 2005, among
    Thomas & Betts Corporation, as Borrower, the Lenders
    named therein, and Wachovia Bank, National Association, as
    Administrative Agent (Filed as Exhibit 10.1 to the
    Registrants Current Report of
    Form 8-K
    dated August 17, 2005 and incorporated herein by reference).10
.9

Executive Compensation Summary
    (Incorporated by reference to Item 1.01 of the Current
    Report on
    Form 8-K
    dated February 6, 2006).10
.10

Termination Protection Agreement
    dated October 2, 2006 (Incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    dated September 27, 2006.)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


Certification 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.  35