Thomas & Betts 10Q 2006 Q3 Quarterly report

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 1934


		For the quarterly period ended September 30, 2006


or


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

		For the transition period from to

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


Tennessee		22-1326940
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8155 T&B Boulevard
Memphis, Tennessee		38125
(Address of principal executive offices)		(Zip Code)

(901) 252-8000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ

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


		Outstanding Shares
		at November 1,
Title of Each Class		2006

Common Stock, $.10 par value		59,902,667

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements:
	Consolidated Statements of Operations for the Quarter and Nine Months Ended September 30, 2006 and September 30, 2005		3
	Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005		4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and September 30, 2005		5
	Notes to Consolidated Financial Statements		6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		32

ITEM 4.	Controls and Procedures		32

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings		32
ITEM 1A.	Risk Factors		33

ITEM 2.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		33
ITEM 5.	Other Information		33
ITEM 6.	Exhibits		33
SIGNATURE			34
EXHIBIT INDEX			35
Statement re Computation of Ratio of Earnings to Fixed Charges
Certification of Principal Executive Officer
Certification of Principal Financial Officer
Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Report includes forward-looking statements regarding Thomas & Betts Corporation that are subject to uncertainties in our operations, business, economic and political environment. Statements that contain words such as “achieve,” “guidance,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” or similar expressions are forward-looking statements. These statements are subject to risks and uncertainties, and many factors could affect our future financial condition or results of operations. Accordingly, actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements contained in this Report. We undertake no obligation to revise any forward-looking statement included in the Report to reflect any future events or circumstances. For more information regarding our risks, please see Item 1A. Risk Factors in ourForm 10-K for the year ended December 31, 2005. Reference in this Report to “we,” “our,” “us,” “Thomas & Betts” or “the Corporation” refers to Thomas & Betts Corporation and its consolidated subsidiaries.

PART I. FINANCIAL INFORMATION


Item 1.	*Financial Statements*

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005

Net sales	$	473,401		$	442,071		$	1,383,082		$	1,252,347
Cost of sales		326,396			307,558			957,922			886,770

Gross profit		147,005			134,513			425,160			365,577
Selling, general and administrative		80,780			77,754			241,080			220,732

Earnings from operations		66,225			56,759			184,080			144,845
Income from unconsolidated companies		35			300			570			969
Interest 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
Income tax provision		18,160			14,230			50,750			34,351

Net earnings	$	44,462		$	34,838		$	124,250		$	87,639

Earnings per share:
Basic	$	0.75		$	0.58		$	2.05		$	1.46

Diluted	$	0.74		$	0.57		$	2.01		$	1.44

Average shares outstanding:
Basic		59,573			60,330			60,686			59,848
Diluted		60,412			61,256			61,707			60,799

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

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)


	September 30,			December 31,
	2006			2005

ASSETS
Current Assets
Cash and cash equivalents	$	295,753		$	216,742
Marketable securities		430			292,154
Receivables, net		237,121			185,391
Inventories:
Finished goods		114,566			91,597
Work-in-process		34,727			29,285
Raw materials		89,230			77,225

Total inventories		238,523			198,107

Deferred income taxes		45,673			40,293
Prepaid expenses		12,395			17,455

Total Current Assets		829,895			950,142

Property, plant and equipment:
Land		17,359			15,571
Buildings		180,232			176,054
Machinery and equipment		619,023			607,847
Construction-in-progress		13,130			14,408

Gross property, plant and equipment		829,744			813,880
Less accumulated depreciation		(563,602	)		(546,854	)

Net property, plant and equipment		266,142			267,026

Goodwill		499,428			462,810
Investments in unconsolidated companies		115,304			115,665
Deferred income taxes		9,286			20,061
Prepaid pension plan costs		77,658			76,187
Other assets		33,166			28,505

Total Assets	$	1,830,879		$	1,920,396


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current maturities of long-term debt	$	636		$	150,804
Accounts payable		142,032			138,060
Accrued liabilities		103,716			101,672
Income taxes payable		8,506			13,875

Total Current Liabilities		254,890			404,411

Long-Term Liabilities
Long-term debt		386,934			387,155
Accrued pension plan liability		29,035			23,079
Other long-term liabilities		61,836			53,161
Contingencies (Note 10)
Shareholders’ Equity
Common stock		5,961			6,109
Additional paid-in capital		312,195			411,985
Retained earnings		767,901			643,651
Unearned compensation, restricted stock		—			(2,098	)
Accumulated other comprehensive income		12,127			(7,057	)

Total Shareholders’ Equity		1,098,184			1,052,590

Total Liabilities and Shareholders’ Equity	$	1,830,879		$	1,920,396

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

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended
	September 30,
	2006			2005

Cash Flows from Operating Activities:
Net earnings	$	124,250		$	87,639
Adjustments:
Depreciation and amortization		35,568			38,464
Share-based compensation expense		6,584			—
Deferred income taxes		18,663			10,237
Incremental tax benefits from share-based payments		(9,087	)		—
Changes in operating assets and liabilities, net:
Receivables		(45,182	)		(59,401	)
Inventories		(35,757	)		7,417
Accounts payable		1,019			17,825
Accrued liabilities		366			2,114
Income taxes payable		(5,814	)		(2,064	)
Other		17,781			14,239

Net cash provided by (used in) operating activities		108,391			116,470

Cash 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			493
Marketable securities acquired		(121,665	)		(400,750	)
Proceeds from marketable securities		413,379			341,148

Net 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			27,139
Incremental tax benefits from share-based payments		9,087			—
Repurchase of common shares		(166,554	)		—

Net cash provided by (used in) financing activities		(259,725	)		22,001

Effect of exchange-rate changes on cash		2,222			1,859

Net increase (decrease) in cash and cash equivalents		79,011			38,340
Cash and cash equivalents, beginning of period		216,742			151,189

Cash and cash equivalents, end of period	$	295,753		$	189,529

Cash payments for interest	$	23,880		$	29,222
Cash payments for income taxes	$	34,777		$	27,456

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

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


1.	Basis of Presentation

In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for the fair presentation of the Corporation’s financial position as of September 30, 2006 and December 31, 2005 and the results of operations and cash flows for the periods ended September 30, 2006 and 2005.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report onForm 10-K for the fiscal year ended December 31, 2005. The results of operations for the periods ended September 30, 2006 and 2005 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to prior periods to conform to the current year presentation.


2.	Basic and Diluted Earnings Per Share

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


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005

(In thousands, except per share data)
Net earnings	$	44,462	$	34,838	$	124,250	$	87,639

Basic shares:
Average shares outstanding		59,573		60,330		60,686		59,848

Basic earnings per share	$	0.75	$	0.58	$	2.05	$	1.46

Diluted shares:
Average shares outstanding		59,573		60,330		60,686		59,848
Additional shares from the assumed exercise of stock options and vesting of restricted stock		839		926		1,021		951

		60,412		61,256		61,707		60,799

Diluted earnings per share	$	0.74	$	0.57	$	2.01	$	1.44

The Corporation had stock options that wereout-of-the-money which were excluded because of their anti-dilutive effect. Suchout-of-the-money options were 0.8 million shares of common stock for the third quarter 2006 and 1.0 million shares of common stock for the third quarter 2005.Out-of-the-money options were 0.7 million shares of common stock for the first nine months of 2006 and 1.0 million shares of common stock for the first nine months of 2005.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)


3.	Share-Based Payment Arrangements

On January 1, 2006, the Corporation adopted Statement of Financial Accounting Standard (SFAS) No. 123 (Revised), “Share-Based Payment”, which requires all share-based payments to employees to be recognized as compensation expense in financial statements based on their fair values over the requisite service period. Under the provisions of SFAS No. 123R, non-employee members of the board of directors are deemed to be employees. SFAS No. 123R applies to new awards and to unvested awards that are outstanding as of the adoption date. Compensation expense for options outstanding as of the adoption date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes. As allowed by SFAS No. 123R, the Corporation has elected the modified prospective application. Under the modified prospective application, prior periods have not been revised for comparative purposes.

As of September 30, 2006, the Corporation has equity compensation plans for key employees and for non-employee directors. Amounts recognized in the financial statements with respect to these and prior plans are as follows:


	Quarter Ended			Nine Months Ended
	September 30,			September 30,
	2006			2006

(In thousands)
Total cost of share-based payment plans during the period	$	2,375		$	6,918
Amounts capitalized in inventory during the period		(334	)		(989	)
Amounts recognized in income during the period for amount previously capitalized		348			655

Amounts charged against income during the period, before income tax benefit		2,389			6,584
Related income tax benefit recognized in income during the period		(908	)		(2,502	)

Share-based payments compensation expense, net of tax	$	1,481		$	4,082

Basic and diluted earnings per share were negatively impacted from amounts recognized during the third quarter of 2006 by $0.02 for options and an additional $0.01 for restricted stock. Compensation expense, net of tax, of $1.0 million for stock options and $0.4 million for restricted stock was charged against income during the third quarter of 2006. Basic and diluted earnings per share were negatively impacted from amounts recognized during the first nine months of 2006 by $0.05 for options and an additional $0.02 for restricted stock. Compensation expense, net of tax, of $2.9 million for stock options and $1.2 million for restricted stock was charged against income during the first nine months of 2006. Prior to January 1, 2006, no compensation expense was recognized for stock options. During the third quarter and first nine months of 2005, restricted stock expense, net of tax, of $0.3 million and $0.9 million was charged against income.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

May 2004 Equity Compensation Plans

In May 2004, the Corporation’s shareholders approved its Equity Compensation Plan. Under the Equity Compensation Plan, which expires in 2014, unless earlier terminated, the Corporation may grant to key employees options for up to 3,000,000 shares of common stock and restricted stock awards for up to 500,000 shares of common stock. Restricted stock represents nonvested shares as defined by SFAS No. 123R, with compensation expense recognized over the requisite service period (vesting period). Option grants to purchase common stock for cash have a term not to exceed 10 years and are at a price not less than the fair market value on the grant date. For awards under the plan, restricted stock awards cliff-vest in three years after the award date and options to purchase common stock have graded-vesting of one-third increments beginning on the anniversary of the date of grant.

In May 2004, the Corporation’s shareholders approved its Non-Employee Directors Equity Plan. Under the Non-Employee Directors Equity Plan, which expires in 2014, unless earlier terminated, the Corporation may grant to non-employee directors options for up to 750,000 shares of common stock, restricted stock awards for up to 100,000 shares of common stock, unrestricted stock awards for up to 100,000 shares of common stock, and stock credits for up to 750,000 shares of common stock. Restricted stock represents nonvested shares as defined by SFAS No. 123R, since such shares cannot be sold prior to completion of the requisite service period (vesting period). Option grants to purchase common stock for cash have a term not to exceed 10 years and are at a price not less than the fair market value on the grant date. For awards under the plan, restricted stock awards and options to purchase common stock cliff-vest in one year after the grant date. Stock credits are granted for elective or non-elective fee deferrals, as defined, and do not constitute shares of common stock. Stock credits may be distributed in cash or stock, as determined by the Corporation after a director’s retirement date.

Prior Equity Compensation Plans

Under a previous stock incentive plan, the Corporation granted options and awarded restricted stock to key employees. Restricted stock awards cliff-vest in three years after the grant date and options to purchase common stock have graded-vesting of one-third increments beginning on the anniversary of the date of grant. Option grants to purchase common stock for cash have a term not to exceed 10 years and are at a price not less than the fair market value on the grant date.

Change of Control Provisions

Upon a change of control, as defined in the Corporation’s plans, the restrictions applicable to restricted shares immediately lapse and all outstanding stock options will become fully vested and immediately exercisable.

Methods Used to Measure Compensation

Stock Options

The Corporation’s option grants qualify for classification as equity and such grants contain no provisions to allow an employee to force cash payment by the Corporation. The Corporation’s options do not contain future market or performance conditions. The fair value of grants has been

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

estimated on the grant date using a Black-Scholes option-pricing model. The initial measurement date is the grant date. The Corporation has elected a straight-line amortization method over the requisite service period (vesting period). The Corporation’s current estimate of forfeitures ranges from 0% to 5%. Compensation expense associated with option grants was recorded to selling, general and administrative (SG&A) expenses and cost of sales.

The Corporation has three homogenous groups which are expected to have different option exercise behaviors: executive management, non-executive management and the board of directors. Expected lives of share options were derived from historical data. The risk-free rate is based on the U.S. Treasury yield curve for the expected terms. Expected volatility is based on a combination of historical volatility of the Corporation’s common stock and implied volatility from traded options in the Corporation’s common stock.

The following are assumptions used in Black-Scholes valuations during the period ended September 30, 2006.


	Nine Months
	Ended September 30,
	2006

Weighted-average volatility		30%
Expected dividends		—%
Expected lives in years		4.5-6.0
Risk-free rate		4.5%-5.0%

Note: No options were granted during the quarter ended September 30, 2006.

Nonvested Shares

The Corporation’s restricted stock awards qualify for classification as equity and such awards contain no provisions to allow an employee to force cash payment by the Corporation. The initial measurement date is the award date. The Corporation has elected a straight-line amortization method over the requisite service period (vesting period). The fair value of awards has been determined as the stock price on the award date. The Corporation’s current estimate of forfeitures is 0%. Compensation expense associated with restricted stock awards was recorded to SG&A.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

Summary of Option Activity

The following is a summary of the option transactions during the nine months ended September 30, 2006.


				Weighted-		Weighted-
				Average		Average
	Number			Exercise		Contractual		Aggregate
	of Shares			Price		Term		Intrinsic Value
						(Years)		(In thousands)

Outstanding at December 31, 2005		3,947,240		$	27.84
Granted		626,528			45.00
Exercised		(1,668,355	)		28.85
Forfeited or expired		(43,806	)		32.92

Outstanding at September 30, 2006		2,861,607		$	30.97		6.15	$	48,499

Exercisable at September 30, 2006		1,710,416		$	27.68		4.45	$	34,818

During the third quarter of 2006, the Corporation granted no options, had 60,153 options exercised (weighted average exercise price of $21.43) and had 3,000 options forfeited or expired (weighted average exercise price of $39.12). The weighted-average grant date fair value of options granted during the first nine months of 2006 was $15.51. The total intrinsic value of options exercised during the quarter ended September 30, 2006 was $1.4 million and during the first nine months of 2006 was $35.7 million.

Summary of Nonvested Shares Activity

The following is a summary of restricted stock transactions during the nine months ended September 30, 2006.


				Weighted-Average
	Number of			Grant Date
	Shares			Fair Value

Nonvested at December 31, 2005		239,288		$	22.23
Granted		89,182			45.40
Vested		(90,496	)		18.02
Forfeited		—			—

Nonvested at September 30, 2006		237,974		$	32.51

As of September 30, 2006, there was $4.2 million of total unrecognized compensation cost related to nonvested restricted stock. That cost is expected to be recognized over a weighted-average period of 2.0 years. During the third quarter of 2006, the Corporation granted no shares of restricted stock and no shares of restricted stock vested. The total grant date fair value of restricted stock vested during the first nine months of 2006 was $1.6 million.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

Prior Year Pro Forma Disclosures

Prior to the adoption of SFAS No. 123R, the Corporation applied theintrinsic-value-based method to account for its fixed-plan stock options and provided pro forma disclosures. Because the Corporation established the exercise price based on the fair value as of the grant date, options granted had no intrinsic value, and therefore no estimated compensation expense was recorded in the Corporation’s financial statements for periods prior to the adoption of SFAS No. 123R. The following table illustrates the pro forma effect on net earnings and earnings per share as if the Corporation had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based compensation. Fair value of grants as of September 30, 2005 was estimated on the grant date using a Black-Scholes option-pricing model.

The following are assumptions used in Black-Scholes valuations during the period ended September 30, 2005.


	Nine Months Ended
	September 30,
	2005

Weighted-average volatility		30%
Expected dividends		—%
Expected lives in years		4.0
Risk-free rate		3.75%

Note: No options were granted during the quarter ended September 30, 2005.

The weighted-average grant date fair value of options granted during the first nine months of 2005 was $8.71. The total intrinsic value of options exercised was $5.4 million during the third quarter 2005 and $15.5 million for the first nine months of 2005.


	Quarter Ended			Nine Months Ended
	September 30,			September 30,
	2005			2005

(In thousands, except per share data)
Net earnings, as reported	$	34,838		$	87,639
Deduct total incremental stock-based compensation expense determined underfair-value-based method for all awards, net of related tax effects(a)		(895	)		(2,784	)

Pro forma net earnings	$	33,943		$	84,855

Earnings per share:
Basic — as reported	$	0.58		$	1.46

Basic — pro forma	$	0.56		$	1.42

Diluted — as reported	$	0.57		$	1.44

Diluted — pro forma	$	0.55		$	1.40

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

The Corporation’s income tax provision for the third quarter 2006 was $18.2 million, compared to a tax provision in the third quarter 2005 of $14.2 million, with both quarters having an effective rate of 29% of pre-tax income. The effective rate for both years reflects benefits from our Puerto Rican manufacturing operations.

The Corporation’s income tax provision for the first nine months of 2006 was $50.8 million, or an effective rate of 29% of pre-tax income, compared to a tax provision in the first nine months of 2005 of $34.4 million, or an effective rate of 28.2% of pre-tax income. The first nine months of 2005 included a second quarter tax benefit of $0.9 million resulting from the favorable completion of a tax audit.

The Corporation had net deferred tax assets totaling $55.0 million as of September 30, 2006 and $60.4 million as of December 31, 2005. Realization of deferred tax assets is dependent upon the Corporation’s ability to generate sufficient future taxable income and, if necessary, execution of its tax planning strategies. Management believes that it is more-likely-than-not that future taxable income and tax planning strategies, based on tax laws in effect as of September 30, 2006, will be sufficient to realize the recorded deferred tax assets, net of the existing valuation allowance at September 30, 2006. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has identified certain tax planning strategies that it could utilize to avoid loss carryforwards expiring prior to their realization. These tax planning strategies include primarily sales of non-core assets. Projected future taxable income is based on management’s forecast of the operating results of the Corporation, and there can be no assurance that such results will be achieved. Management periodically reviews such forecasts in comparison with actual results and expected trends. In the event management determines that sufficient future taxable income, in light of tax planning strategies, may not be generated to fully realize the net deferred tax assets, the Corporation will increase the valuation allowance by a charge to income tax expense in the period of such determination. Additionally, if events change in subsequent periods which indicate that a previously recorded valuation allowance is no longer needed, the Corporation will decrease the valuation allowance by providing an income tax benefit in the period of such determination.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)


5.	Comprehensive Income

Total comprehensive income and its components are as follows:


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005

(In thousands)
Net income	$	44,462		$	34,838		$	124,250		$	87,639
Foreign 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

The Corporation is exposed to market risk from changes in raw material prices, foreign-exchange rates, and interest rates. At times, the Corporation may enter into various derivative instruments to manage certain of these risks. The Corporation does not enter into derivative instruments for speculative or trading purposes.

Interest Rate Swap Agreements

At times, the Corporation enters into interest rate swap agreements. The interest rate swap agreements effectively convert fixed interest rates associated with its debt securities to floating interest rates based on the London Interbank Offered Rate (“LIBOR”) plus an applicable spread. As of September 30, 2006, the Corporation had outstanding interest rate swap agreements with a notional amount of $81.3 million relating to debt securities maturing in June 2013.

The interest rate swaps qualify for the short-cut method of accounting for a fair value hedge under SFAS No. 133. The amount to be paid or received under the interest rate swap agreements is recorded as a component of net interest expense.

At September 30, 2006, the netout-of-the-money fair value of the interest rate swaps was $5.2 million, which is comprised of $5.2 million classified in other long-term liabilities with an off-setting $5.2 million net decrease in the book value of the debt hedged. At December 31, 2005, the netout-of-the-money fair value of the interest rate swaps was $5.0 million, which is comprised of $5.0 million classified in other long-term liabilities with an offsetting $5.0 million net decrease in the book value of the debt hedged. Net interest expense reflects expense of $0.2 million associated with interest rate swap agreements for the third quarter of 2006 and a minimal benefit for the third quarter of 2005. Net interest expense includes expense of $0.8 million associated with interest rate swap agreements for the first nine months of 2006 and a benefit of $0.5 million for the first nine months of 2005.

In October 2006, the Corporation paid approximately $5 million to terminate its outstanding swap agreements. The termination discontinues the hedging relationship, and, as a result, all of the Corporation’s outstanding debt now has fixed interest rates.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

Commodities Futures Contracts

The Corporation is exposed to risk from fluctuating prices for certain materials used to manufacture its products, such as: steel, aluminum, copper, zinc, resins and rubber compounds. At times, some of the risk associated with usage of aluminum, copper and zinc is mitigated through the use of futures contracts that fix the price the Corporation will pay for a commodity. Commodities futures contracts utilized by the Corporation have not previously been designated as hedging instruments and do not qualify for hedge accounting treatment under the provisions of SFAS No. 133 and SFAS No. 138.Mark-to-market gains and losses for commodities futures, if any, are recorded in cost of sales. As of September 30, 2006, the Corporation had no outstanding commodities futures contracts. As of December 31, 2005, the Corporation had outstanding commodities futures contracts with a notional amount of $4.6 million and a market value which was recorded in prepaid expenses of $4.0 million. For the third quarter of 2006, the Corporation had no mark-to-market adjustments for commodities futures contracts. For the third quarter of 2005, the Corporation had a gain of $2.6 million related tomark-to-market adjustments for commodities futures contracts. Cost of sales reflects a loss of $0.5 million for the first nine months of 2006 and a gain of $1.1 million for the first nine months of 2005 related tomark-to-market adjustments for commodities futures contracts.

Forward Foreign Exchange Contracts

From time to time, the Corporation utilizes forward foreign exchange contracts for the sale or purchase of foreign currencies (principally European currencies). Forward foreign exchange contracts utilized by the Corporation have not previously been designated as hedging instruments and do not qualify for hedge accounting treatment under the provisions of SFAS No. 133 and SFAS No. 138.Mark-to-market gains and losses for forward foreign exchange contracts are recorded in other (expense) income, net. The Corporation had no outstanding forward sale or purchase contracts as of September 30, 2006 and December 31, 2005. For the third quarter and the first nine months of 2006 and 2005, the Corporation had nomark-to-market adjustments for forward foreign exchange contracts.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)


7.	Debt

The Corporation’s long-term debt at September 30, 2006 and December 31, 2005 was:


	September 30,		December 31,
	2006		2005

(In thousands)
Unsecured notes
6.50% Notes due 2006(a)	$	—	$	150,035
7.25% Notes due 2013(b)		119,801		119,988
Unsecured medium-term notes
6.63% Notes due 2008		114,787		114,684
6.39% Notes due 2009		149,874		149,835
Other, including capital leases		3,108		3,417

Long-term debt (including current maturities)		387,570		537,959
Less current portion		636		150,804

Long-term debt	$	386,934	$	387,155


(a)		Paid in January 2006 from available cash resources.

(b)		See Note 6 regarding interest rate swap agreements.

The Corporation’s $200 million committed revolving credit facility contains customary covenants which could restrict the payment of dividends, investments, liens, certain types of additional debt and dispositions of assets if the Corporation fails to maintain its financial covenants and certain minimum levels of total availability under the facility. The Corporation pays an annual commitment fee of 20 basis points to maintain this unsecured facility. No borrowings were outstanding under this facility as of September 30, 2006. Any borrowings outstanding as of June 2010 would mature on that date.

Outstanding letters of credit which reduced availability under the $200 million credit facility, amounted to $29.9 million at September 30, 2006. The letters of credit relate primarily to third-party insurance claims processing, existing debt obligations and certain tax incentive programs.

The Corporation has a EUR10 million (approximately US $13 million) committed revolving credit facility with a European bank. The Corporation pays an annual unused commitment fee of 25 basis points on the undrawn balance to maintain this facility. This facility has an indefinite maturity and no borrowings were outstanding as of September 30, 2006.

As of September 30, 2006, the Corporation’s aggregate availability of funds under its U.S. and European credit facilities is approximately $182.8 million, after deducting outstanding letters of credit. The Corporation has the option, at the time of drawing funds under any of the credit facilities, of selecting an interest rate based on a number of benchmarks including LIBOR, the federal funds rate, or the prime rate of the agent bank.

Interest expense, net in the accompanying statements of operations includes interest income of $3.2 million for the third quarter of 2006 and $3.0 million for the third quarter of 2005. Interest

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

expense, net in the accompanying statements of operations includes interest income of $11.3 million for the first nine months of 2006 and $7.5 million for the first nine months of 2005.


8.	Pension and Post-Retirement Benefits

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


	Quarter Ended
	Pension Benefits						Post-Retirement Benefits
	September 30,			September 30,			September 30,			September 30,
	2006			2005			2006			2005

(In thousands)
Service cost — benefits earned during the period	$	2,494		$	2,464		$	20		$	16
Interest cost on projected benefit obligation		5,439			4,928			232			245
Expected return on plan assets		(7,130	)		(5,891	)		—			—
Net amortization of unrecognized:
Transition obligation (asset)		—			(3	)		187			192
Prior service cost (gain)		250			221			(68	)		(56	)
Plan net loss (gain)		1,541			1,327			83			54

Net periodic pension cost	$	2,594		$	3,046		$	454		$	451


	Nine Months Ended
	Pension Benefits						Post-Retirement Benefits
	September 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		$	49
Interest cost on projected benefit obligation		16,180			14,814			732			734
Expected return on plan assets		(21,421	)		(17,763	)		—			—
Net amortization of unrecognized:
Transition obligation (asset)		(13	)		(9	)		575			575
Prior service cost (gain)		721			752			(168	)		(168	)
Plan net loss (gain)		4,646			3,936			383			163
Curtailment and settlement losses		—			1,762			—			—

Net periodic pension cost	$	7,778		$	10,877		$	1,629		$	1,353

Contributions to the Corporation’s qualified and non-qualified pension plans during the periods ended September 30, 2006 and 2005 were not significant. The Corporation expects required contributions during the remainder of 2006 to its qualified pension plans to be minimal.


9.	Segment Disclosures

The Corporation has three reportable segments: Electrical, Steel Structures and HVAC. The Electrical segment designs, manufactures and markets thousands of different electrical connectors, components and other products for electrical, utility and communications applications. The Steel Structures segment designs, manufactures and markets steel transmission and distribution structures

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

for North American power companies. The HVAC segment designs, manufactures and markets heating and ventilation products for commercial and industrial buildings.

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


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005

(In thousands)
Net Sales
Electrical	$	389,433		$	365,872		$	1,130,555		$	1,024,799
Steel Structures		53,516			46,230			157,701			136,501
HVAC		30,452			29,969			94,826			91,047

Total	$	473,401		$	442,071		$	1,383,082		$	1,252,347

Segment Earnings
Electrical	$	55,411		$	46,484		$	154,479		$	116,891
Steel Structures		7,657			8,252			20,011			20,759
HVAC		3,192			2,323			10,160			8,164

Total reportable segment earnings		66,260			57,059			184,650			145,814
Interest 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

By July 2000, Kaiser Aluminum, its property insurers, 28 Kaiser injured workers, nearby businesses and a class of 18,000 residents near the Kaiser facility in Louisiana, filed product liability and business interruption cases against the Corporation and nine other defendants in Louisiana state court seeking damages in excess of $550 million. These cases alleged that a Thomas & Betts cable tie mounting base failed, thereby allowing bundled cables to come in contact with a 13.8 kV energized bus bar. This alleged electrical fault supposedly initiated a series of events culminating in an explosion, which leveled 600 acres of the Kaiser facility.

A trial in the fall of 2001 resulted in a jury verdict in favor of the Corporation. However, 13 months later, the trial court overturned that verdict in granting plaintiffs’ motions for judgment notwithstanding the verdict. In December 2002, the trial court judge found the Thomas & Betts’

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

product, an adhesive backed mounting base, to be unreasonably dangerous and therefore assigned 25% fault to Thomas & Betts. The judge set the damages for an injured worker at $20 million and the damages for Kaiser at $335 million. The judgment did not address damages for nearby businesses or the class of 18,000 residents near the Kaiser facility. The Corporation’s 25% allocation was $88.8 million, plus legal interest. The Corporation appealed to the Louisiana Court of Appeals, an intermediate appellate court. The appeal required a bond in the amount of $104 million (the judgment plus legal interest). Plaintiffs successfully moved the trial court to increase the bond to $156 million. The Corporation’s liability insurers have secured the $156 million bond.

In March 2006, the Louisiana Court of Appeals unanimously reversed the trial court’s decision and reinstated the jury verdict of no liability in favor of the Corporation. In April 2006, the plaintiffs filed with the Louisiana Supreme Court an appeal of the Court of Appeals decision. In May 2006, the Louisiana Supreme Court refused to accept the plaintiffs appeal. The Louisiana Supreme Court let stand the appellate court decision to reinstate the jury verdict of no liability in favor of the Corporation.

In August 2006, the plaintiffs initiated a new appeal of the original jury verdict. The Corporation is contesting the plaintiffs’ right to this further appeal.

In 2004, the Corporation and the class of 18,000 residents reached a court-approved settlement. The settlement extinguished the claims of all class members and included indemnity of the Corporation against future potential claims asserted by class members or those class members who opted out of the settlement process. The $3.75 million class settlement amount was paid directly by an insurer of the Corporation. The claims of the nearby businesses have been partially dismissed and to date never pursued further.

Other Legal Matters

The Corporation is also involved in legal proceedings and litigation arising in the ordinary course of business. In those cases where we are the defendant, plaintiffs may seek to recover large and sometimes unspecified amounts or other types of relief and some matters may remain unresolved for several years. Such matters may be subject to many uncertainties and outcomes which are not predictable with assurance. We consider the gross probable liability when determining whether to accrue for a loss contingency for a legal matter. We have provided for losses to the extent probable and estimable. The legal matters that have been recorded in our consolidated financial statements are based on gross assessments of expected settlement or expected outcome. Additional losses, even though not anticipated, could have a material adverse effect on our financial position, results of operations or liquidity in any given period.

Guarantee and Indemnification Arrangements

The Corporation follows the provisions of FASB Interpretation No. 45,Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Interpretation requires the Corporation to recognize the fair value of guarantee and indemnification arrangements issued or modified by the Corporation, if these arrangements are within the scope of that Interpretation. In addition, under previously existing generally accepted accounting principles, the Corporation continues to monitor the conditions that are subject to the

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under the guarantees and indemnifications when those losses are estimable.

The Corporation generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods of time and usage of the product depending on the nature of the product, the geographic location of its sale and other factors. The accrued product warranty costs are based primarily on historical experience of actual warranty claims as well as current information on repair costs.

The following table provides the changes in the Corporation’s accruals for estimated product warranties:


							Nine Months
	Quarter Ended						Ended
	September 30,						September 30,
	2006			2005			2006			2005

(In thousands)
Balance at beginning of period	$	1,770		$	1,562		$	1,478		$	1,588
Liabilities accrued for warranties issued during the period		130			229			693			661
Deductions 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			343

Balance at end of period	$	1,513		$	1,647		$	1,513		$	1,647

In conjunction with the divestiture of the Corporation’s Electronics OEM business to Tyco Group S.A.R.L. in July 2000, the Corporation provided an indemnity to Tyco associated with environmental liabilities that were not known as of the sale date. Under this indemnity, the Corporation is liable for subsequently identified environmental claims up to $2 million. Additionally, the Corporation as of September 30, 2006 is liable for 50% of subsequently identified environmental claims that exceed $2 million and such liability becomes zero in July 2007. To date, environmental claims by Tyco have been negligible.


11.	Share Repurchase Plans

In May 2006, the Corporation’s board of directors approved a share repurchase plan that allowed the Corporation to buy up to three million of its common shares from available cash resources. During May and June 2006, the Corporation repurchased three million common shares for $166.6 million, thereby completing all common share repurchases contemplated by the plan. Repurchased shares were retired when acquired and the purchase price has been charged against common stock (at par value) and additional paid-in capital.

In July 2006, the Corporation’s board of directors approved a share repurchase plan that authorizes the Corporation to buy up to an additional three million of its common shares. The timing

THOMAS & BETTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

of repurchases will depend upon a variety of factors including market conditions. The authorization expires in July 2008. The Corporation expects to repurchase the shares from available cash resources. There were no repurchases under this plan during the quarter ended September 30, 2006.


12.	Acquisitions

The Corporation purchased the net operating assets of Hi-Tech Fuses, Inc. in August 2006 for $33.3 million in cash. Hi-Tech Fuses manufactures high-voltage, current-limiting fuses. A preliminary allocation of the purchase price to the assets and liabilities acquired has been performed in accordance with SFAS No. 141, “Business Combinations.” Goodwill and other intangible assets derived from the purchase price allocation are approximately $30 million and have been assigned to the Electrical segment.

The Corporation purchased the net operating assets of Southern Monopole in January 2005 for $16.5 million in cash. Southern Monopole manufactures steel poles used primarily for electrical transmission towers. An allocation of the purchase price to the assets and liabilities acquired has been performed in accordance with SFAS No. 141. Goodwill derived from the purchase price allocation is $4.2 million and has been assigned to the Steel Structures segment.


13.	Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board issued SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 will require the Corporation to record the overfunded or underfunded status of benefit plans on its balance sheet beginning December 31, 2006. SFAS No. 158 requires the use of the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for postretirement plans. Changes in funded status are required to be recognized through comprehensive income in the year in which the change occurs. The impact of adopting SFAS No. 158 in the fourth quarter of 2006 is expected to significantly reduce the Corporation’s total shareholders’ equity. The ultimate impact will be dependent on future financial markets and on prevailing interest rates. The adoption, however, will have no impact on the Corporation’s compliance with its various debt covenants.

SFAS No. 158 also eliminates the use of “early measurement dates” to account for certain of the Corporation’s pension and other postretirement plans effective December 31, 2008. The Corporation has not yet evaluated the impact of this requirement.

In July 2006, the Financial Accounting Standards Board issued FASB Interpretation 48 (“FIN 48”). FIN 48 is effective as of January 1, 2007, and clarifies the accounting for uncertainty in income tax positions recognized in accordance with SFAS No. 109, “Accounting for Income Taxes.” Although the Corporation is currently evaluating the impact this Interpretation may have on its financial statements, we do not anticipate a material impact from the adoption of FIN 48.


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Executive Overview

Introduction

Thomas & Betts Corporation is a leading designer and manufacturer of electrical connectors and components used in industrial, commercial, communications, and utility markets. We are also a leading producer of commercial heating units and highly engineered steel structures used for, among other things, utility transmission. We operate in approximately 20 countries. Manufacturing, marketing and sales activities are concentrated primarily in North America and Europe.

Critical Accounting Policies

The preparation of financial statements contained in this report requires the use of estimates and assumptions to determine certain amounts reported as net sales, costs, expenses, assets or liabilities and certain amounts disclosed as contingent assets or liabilities. We cannot assure that actual results will not differ from those estimates or assumptions. Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report onForm 10-K for the fiscal year ended December 31, 2005. We believe that our critical accounting policies include: Revenue Recognition; Inventory Valuation; Goodwill and Other Intangible Assets; Long-Lived Assets; Pension and Postretirement Benefit Plan Actuarial Assumptions; Income Taxes; and Environmental Costs.


	•	Revenue Recognition: We recognize revenue when finished products are shipped to unaffiliated customers and both title and risks of ownership are transferred. Sales discounts, quantity and price rebates, and allowances are estimated based on contractual commitments and experience and recorded in the period as a reduction of revenue in which the sale is recognized. Quantity rebates are in the form of volume incentive discount plans, which include specific sales volume targets oryear-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 thefirst-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. 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 beheld-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 expenseand/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 onForm 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


		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

Our core businesses have performed well in the first nine months of 2006. We believe full-year 2006 sales growth over 2005 will be around 10%. Given our strong year-to-date performance and that our core markets continue to grow as expected, we have increased our 2006 earnings per diluted share guidance to a range of $2.70 to $2.75 from our previous range issued in July 2006 of $2.65 to $2.70. Our 2006 outlook assumes an effective tax rate of 29% and includes a charge of approximately $0.06 per diluted share from the adoption of Statement on Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment.” The key risks we face include the potential negative impact of rising energy costs, higher interest rates on capital spending in the markets we serve and volatility in commodity markets. Other risks and uncertainties which may affect our sales and earnings per share performance in 2006 are identified under the caption “Caution Regarding Forward-Looking Statements” in thisForm 10-Q.

Summary of Consolidated Results


	Quarter Ended September 30,
	2006						2005
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales

Net sales	$	473,401			100.0		$	442,071			100.0
Cost of sales		326,396			68.9			307,558			69.6

Gross profit		147,005			31.1			134,513			30.4
Selling, general and administrative		80,780			17.1			77,754			17.6

Earnings from operations		66,225			14.0			56,759			12.8
Income from unconsolidated companies		35			—			300			0.1
Interest 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			11.1
Income tax provision		18,160			3.8			14,230			3.2

Net earnings	$	44,462			9.4		$	34,838			7.9

Per share earnings:
Basic	$	0.75					$	0.58

Diluted	$	0.74					$	0.57


	Nine Months Ended September 30,
	2006						2005
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales

Net sales	$	1,383,082			100.0		$	1,252,347			100.0
Cost of sales		957,922			69.3			886,770			70.8

Gross profit		425,160			30.7			365,577			29.2
Selling, general and administrative		241,080			17.4			220,732			17.6

Earnings from operations		184,080			13.3			144,845			11.6
Income from unconsolidated companies		570			0.1			969			0.1
Interest 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			9.7
Income tax provision		50,750			3.7			34,351			2.7

Net earnings	$	124,250			9.0		$	87,639			7.0

Per share earnings:
Basic	$	2.05					$	1.46

Diluted	$	2.01					$	1.44

2006 Compared with 2005

Overview

Net sales in the third quarter and in the first nine months of 2006 increased from the prior year for the Corporation and for each of our segments. Price increases to offset higher commodity, freight and energy costs and the favorable impact of foreign currency exchange rates contributed to the sales growth in both periods. Higher year-to-date sales volumes also significantly contributed to the sales increase in the first nine months of 2006.

Earnings from operations in the third quarter and in the first nine months of 2006 were up significantly from the prior year, due primarily to the current year Electrical segment increase in earnings. Higher year-to-date sales volumes contributed to the earnings increase in the first nine months of 2006.

Net Sales and Gross Profit

Third quarter 2006 net sales were $473.4 million, up $31.3 million, or 7.1%, from the prior-year period. Favorable foreign currency exchange accounted for approximately $9 million of the increase during the quarter. For the first nine months of 2006, net sales were $1,383.1 million, up $130.7 million, or 10.4 percent, from the prior-year period. Favorable foreign currency exchange accounted for approximately $14 million of theyear-to-date increase. Price increases to offset higher commodity, freight and energy costs contributed significantly to the sales improvement in both the quarter andyear-to-date periods. Higher year-to-date sales volumes also significantly contributed to the sales increase in the first nine months of 2006.

Our third quarter 2006 gross profit was 31.1% of net sales, compared to 30.4% of net sales in the prior-year period. For the first nine months of 2006, gross profit was 30.7% of net sales, compared to 29.2% in the prior-year period. During the third quarter and first nine months of 2006, we experienced higher material costs, primarily in non-ferrous metals (copper, zinc, aluminum), and energy costs compared to the same periods in the prior year, which were largely offset through increased selling prices for our products. The year-to-date improvement in gross profit in 2006 over 2005 also reflects increased sales volumes with our plants benefiting from improved absorption.

Expenses

Selling, general and administrative (“SG&A”) expense in the third quarter of 2006 was $80.8 million, or 17.1% of net sales, compared to $77.8 million, or 17.6% of net sales in the third quarter of 2005. For the first nine months of 2006, SG&A expense was $241.1 million, or 17.4% of net sales, compared to $220.7 million, or 17.6% of net sales, for the first nine months of 2005. Theyear-over-year dollar increase in SG&A for the first nine months of 2006 also reflects higher selling expenses associated with higher sales and the inclusion of $4.6 million of stock option expense in 2006. The decline in SG&A as a percent of sales reflects higher sales levels and tightly managing costs.

Interest Expense, Net

Interest expense, net for the third quarter of 2006 was $4.1 million, down from $6.3 million in the prior-year period due primarily to lower average debt levels and higher interest income. Interest income included in interest expense, net was $3.2 million for the third quarter of 2006 and $3.0 million for the third quarter of 2005. Interest expense was $7.3 million in the third quarter of 2006 compared to $9.3 million in the third quarter of 2005.

Interest expense, net for the first nine months of 2006 was $11.3 million, down from $20.3 million in the prior-year period due primarily to lower average debt levels and higher interest income. Interest income included in interest expense, net was $11.3 million for the first nine months of 2006 compared to $7.5 million in the prior-year period. Interest expense was $22.6 million for the first nine months of 2006 compared to $27.8 million in the prior-year period.

Income Taxes

The income tax provision for the third quarter of 2006 and 2005 reflected an effective rate of 29% of pre-tax income. The income tax provision for the first nine months of 2006 reflected an effective rate of 29% of pre-tax income, compared to an effective rate of 28.2% of pre-tax income in the year-earlier period. The first nine months of 2005 included a tax benefit of $0.9 million in the second quarter resulting from the favorable completion of a tax audit. The effective rate for both years reflects benefits from our Puerto Rican manufacturing operations.

Net Earnings

Net earnings were $44.5 million, or $0.75 per basic share and $0.74 per diluted share, in the third quarter of 2006 compared to net earnings of $34.8 million, or $0.58 per basic share and $0.57 per diluted share, in the third quarter of 2005. For the first nine months of 2006, net earnings were $124.3 million, or $2.05 per basic share and $2.01 per diluted share, compared to net earnings of $87.6 million, or $1.46 per basic share and $1.44 per diluted share, in the year-earlier period. Higher 2006 results for both periods reflect increased operating earnings on higher current year sales and the benefit of lower interest expense.

Summary of Segment Results

Net Sales


	Quarter Ended September 30,								Nine Months Ended September 30,
	2006				2005				2006				2005
	In		% of Net		In		% of Net		In		% of Net		In		% of Net
	Thousands		Sales		Thousands		Sales		Thousands		Sales		Thousands		Sales

Electrical	$	389,433		82.3	$	365,872		82.8	$	1,130,555		81.7	$	1,024,799		81.8
Steel Structures		53,516		11.3		46,230		10.5		157,701		11.4		136,501		10.9
HVAC		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				2005
	In		% of Net		In		% of Net		In		% of Net		In		% of Net
	Thousands		Sales		Thousands		Sales		Thousands		Sales		Thousands		Sales

Electrical	$	55,411		14.2	$	46,484		12.7	$	154,479		13.7	$	116,891		11.4
Steel Structures		7,657		14.3		8,252		17.8		20,011		12.7		20,759		15.2
HVAC		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

We evaluate our business segments primarily on the basis of segment earnings. Segment earnings are defined as earnings from continuing operations before interest, taxes and certain other charges.

Our segment earnings are significantly influenced by the operating performance of our Electrical segment that accounted for more than 80% of our consolidated net sales and consolidated segment earnings during each of the periods presented.

Electrical Segment

Third quarter 2006 net sales in the Electrical segment were up $23.6 million, or 6.4%, on ayear-over-year basis. For the first nine months of 2006, net sales for the Electrical segment were up $105.8 million, or 10.3%, on ayear-over-year basis. Favorable foreign currency exchange accounted for approximately $8 million of the increase for the third quarter of 2006 and approximately $13 million of the increase for the first nine months of 2006. Higher selling prices to offset higher commodity, freight and energy costs contributed significantly to the sales growth in both periods. Year-to-date, the Electrical segment has experienced strong demand in its key end markets of light commercial construction, industrial maintenance and repair and utility distribution markets, which has driven volume growth.

Electrical segment earnings of $55.4 million in the third quarter of 2006 and $154.5 million for the first nine months of 2006 were significantly higher compared to $46.5 million in the third quarter and $116.9 million for the first nine months of the prior year. The earnings improvement reflects higher sales, operating efficiencies and the Company’s continued ability to offset higher material and energy costs through higher selling prices.

Other Segments

Third quarter 2006 net sales in our Steel Structures segment were up $7.3 million or 15.8% on ayear-over-year basis. For the first nine months of 2006, net sales for the Steel Structures segment were up $21.2 million, or 15.5%, on ayear-over-year basis. Higher sales during both the quarter and year-to-date periods reflected increased shipments of lattice towers purchased from third party suppliers for resale. Lattice tower sales during the third quarter were $3.3 million in 2006 and $0.6 million in 2005 and year-to-date sales were $12.4 million in 2006 and $1.8 million in 2005. Segment earnings of $7.7 million in the third quarter of 2006 were down from $8.3 million in the third quarter of 2005, reflecting a less-favorable project mix than in 2005. Segment earnings for the first nine months of 2006 were essentially flat compared to the first nine months of the prior year reflecting higher sales volume which was offset by less-favorable project mix.

Third quarter 2006 net sales in the HVAC segment were up $0.5 million or 1.6% on ayear-over-year basis. For the first nine months of 2006, net sales for the HVAC segment were up $3.8 million, or 4.2%, on ayear-over-year basis. Segment earnings of $3.2 million in the third quarter and $10.2 million for the first nine months of 2006 were also higher compared to $2.3 million in the third quarter and $8.2 million for the first nine months of the prior year. Higher sales and a more favorable product mix contributed to the earnings improvement in both periods.

Liquidity and Capital Resources

The Corporation had cash and cash equivalents of $295.8 million and $216.7 million at September 30, 2006 and December 31, 2005, respectively. Additionally, the Corporation had marketable securities of $0.4 million and $292.2 million at September 30, 2006 and December 31, 2005, respectively.

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


	Nine Months Ended
	September 30,
	2006			2005

(In thousands)
Net cash provided by (used in) operating activities	$	108,391		$	116,470
Net cash provided by (used in) investing activities		228,123			(101,990	)
Net cash provided by (used in) financing activities		(259,725	)		22,001
Effect of exchange-rate changes on cash		2,222			1,859

Net increase (decrease) in cash and cash equivalents	$	79,011		$	38,340

Operating Activities

Cash provided by operating activities during the first nine months of 2006 and 2005 was primarily attributable to increased operating earnings, partially offset by higher receivables and inventories. Operating activities in 2006 reflect the negative impact of $9.1 million associated with incremental tax effects for share-based payment arrangements. Due to the Corporation’s use of the modified prospective application of accounting for share-based payments, 2005 operating activities have not been adjusted for comparative purposes.

Investing Activities

During the first nine months of 2006, we had capital expenditures totaling $30.5 million, compared to $26.4 million in the prior-year period. We expect capital expenditures to be approximately $45 million for the full year 2006. This spending is for projects that maintain our existing production capabilities and support our ongoing business plans.

As of December 31, 2005, our marketable securities included primarily auction-rate securities. The interest rates on these securities reset typically monthly to prevailing market rates, but may have had longer stated maturities. All such securities were liquidated in the first quarter of 2006.

In August 2006, we purchased the net operating assets of Hi-Tech Fuses, Inc. for $33.3 million in cash.Hi-Tech Fuses manufactures high-voltage, current-limiting fuses. In January 2005, we purchased the net operating assets of Southern Monopole and Utilities Company for $16.5 million. Southern Monopole manufactures steel poles used primarily for electrical transmission towers.

Financing Activities

Cash used in financing activities during the first nine months of 2006 reflected debt repayments in January 2006 of $150 million of senior unsecured notes that were paid upon maturity from available cash resources. During May and June 2006, the Corporation repurchased three million common shares for $166.6 million from available cash resources. Financing activities also reflect $48.1 million of cash provided by stock options exercised in 2006 compared to $27.1 million in 2005. Financing activities in 2006 reflect the impact of $9.1 million associated with incremental tax effects for share-based payment arrangements. Cash flows from operating activities in 2006 have been reduced by a similar $9.1 million for share-based arrangements. Due to the Corporation’s use of the modified prospective application of accounting for share-based payments, 2005 financing activities have not been adjusted for comparative purposes.

$200 million Credit Agreement

The Corporation’s $200 million committed revolving credit facility contains customary covenants which could restrict the payment of dividends, investments, liens, certain types of additional debt and dispositions of assets if the Corporation fails to maintain its financial covenants and certain minimum levels of total availability under the facility. The Corporation pays an annual commitment fee of 20 basis points to maintain this unsecured facility. We have the option, at the time of drawing funds under the facility, of selecting an interest rate based on the London Interbank Offered Rate (LIBOR), the federal funds rate, or the prime rate of the agent bank. No borrowings were outstanding under this facility as of September 30, 2006. Any borrowings outstanding as of June 2010 would mature on that date.

The Corporation is in compliance with the following significant financial covenants contained in the $200 million credit facility:

Fixed Charge Coverage Ratio. The Corporation must maintain a ratio, as defined in the agreement, of no less than 2.75 to 1.00 as of the end of any fiscal quarter ending June 30, 2006 through December 31, 2006 and 3.00 to 1.00 as of the end of any fiscal quarter ending March 31, 2007 and thereafter.

Leverage Ratio. The Corporation must maintain a ratio, as defined in the agreement, of no greater than 4.00 to 1.00 as of the end of any fiscal quarter through December 31, 2006 and 3.75 to 1.00 as of the end of any fiscal quarter ending March 31, 2007 and thereafter.

At September 30, 2006, outstanding letters of credit, or similar financial instruments that reduce the amount available under the $200 million credit facility totaled $29.9 million. Letters of credit relate primarily to third-party insurance claims processing, existing debt obligations and certain tax incentive programs.

Other Credit Facilities

We have a EUR10 million (approximately US $13 million) committed revolving credit facility with a European bank that has an indefinite maturity. Availability under this facility is EUR10 million (approximately US $13 million) as of September 30, 2006. This credit facility contains standard covenants similar to those contained in the $200 million credit agreement and standard events of default such as covenant default and cross-default.

Compliance and Availability

We are in compliance with all covenants or other requirements set forth in our credit facilities. However, if we fail to be in compliance with the financial or other covenants of our credit agreements, then the credit agreements could be terminated, any outstanding borrowings under the agreements could be accelerated and immediately due and we could have difficulty renewing or obtaining credit facilities in the future.

As of September 30, 2006, the aggregate availability of funds under our credit facilities was approximately $182.8 million, after deducting outstanding letters of credit. Availability is subject to the satisfaction of various covenants and conditions to borrowing. These are back up facilities that have not been utilized.

Credit Ratings

As of September 30, 2006, we had investment grade credit ratings on our senior unsecured debt from Standard & Poor’s, Moody’s Investor Service and Fitch Ratings. Should these credit ratings drop, repayment under our credit facilities and debt securities will not be accelerated; however, our credit costs may increase. Similarly, if our credit ratings increase, we may have a decrease in our credit costs. The maturity of the senior unsecured debt securities do not accelerate in the event of a credit downgrade.

Debt Securities

Thomas & Betts had the following senior unsecured debt securities outstanding as of September 30, 2006:


Issue Date	Amount	Interest Rate			Interest Payable	Maturity Date

May 1998	$115 million		6.63	%	May 1 and November 1	May 2008
February 1999	$150 million		6.39	%	March 1 and September 1	February 2009
May 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.

The indentures underlying the debt securities contain standard covenants such as restrictions on mergers, liens on certain property, sale-leaseback of certain property and funded debt for certain subsidiaries. The indentures also include standard events of default such as covenant default and

cross-acceleration. We are in compliance with all covenants and other requirements set forth in the indentures.

Other

In July 2006, the Corporation’s board of directors approved a share repurchase plan that authorizes the Corporation to buy up to an additional three million of its common shares. The timing of repurchases will depend upon a variety of factors including market conditions. The authorization expires in July 2008. The Corporation expects to repurchase the shares from available cash resources.

The Corporation does not currently pay cash dividends. Future decisions concerning the payment of cash dividends on the common stock will depend upon our results of operations, financial condition, capital expenditure plans and other factors that the Board of Directors may consider relevant.

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

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

Off-Balance Sheet Arrangements

As of September 30, 2006, we did not have any off-balance sheet arrangements.

Refer to Note 10 in the Notes to Consolidated Financial Statements for information regarding our guarantee and indemnification arrangements.

Recently Issued Accounting Standards


Item 3.	*Quantitative and Qualitative Disclosures About Market Risk*

Market Risk and Financial Instruments

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

For the period ended September 30, 2006, the Corporation has not experienced any material changes since December 31, 2005 in market risk that affect the quantitative and qualitative disclosures presented in our 2005 Annual Report onForm 10-K except as discussed below.

As of September 30, 2006, the Corporation had outstanding interest rate swap agreements with a notional amount of $81.3 million relating to debt securities maturing in June 2013. In October 2006, the Corporation paid approximately $5 million to terminate its outstanding swap agreements. The termination discontinues the hedging relationship, and, as a result, all of the Corporation’s outstanding debt now has fixed interest rates.


Item 4.	*Controls and Procedures*


(a)	Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer who certify the Company’s financial reports.

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report and they have concluded that, as of this date, these controls and procedures are effective to ensure that the information required to be disclosed under the Securities Exchange Act of 1934 is disclosed within the time periods specified by SEC rules.


(b)	Changes in Internal Control over Financial Reporting

There have been no significant changes in internal control over financial reporting that occurred during the third quarter of 2006 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings*

See Note 10, “Contingencies,” in the Notes to Consolidated Financial Statements, which is incorporated herein by reference. See also Item 3. “Legal Proceedings,” in the Corporation’s 2005 Annual Report onForm 10-K, which is incorporated herein by reference.

Item 1A. Risk Factors

There are many factors that could pose a material risk to the Corporation’s business, its operating results and financial condition and its ability to execute its business plan, some of which are beyond our control. There have been no material changes from the risk factors as previously set forth in our 2005 Annual Report onForm 10-K under Item 1A. “Risk Factors,” which is incorporated herein by reference.


Item 2.	*Purchases of Equity Securities by the Issuer and Affiliated Purchasers*

Issuer Purchases of Equity Securities

Maximum

Total Number

Number

of Shares

Total

Average

Purchased

that May

Number of

Price Paid

as Part of

Yet Be

Common

per

Publicly

Purchased

Shares

Common

Announced

Under

Period

Purchased

Share

Program

the Plan

Total for the quarter ended September 30, 2006

—

3,000,000


Item 5.	*Other Information*

None.


Item 6.	*Exhibits*

The Exhibit Index that follows the signature page of this Report is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Thomas & Betts Corporation

(Registrant)


	By:	/s/ Kenneth W. Fluke

Kenneth W. Fluke

Senior Vice President and

Chief Financial Officer

(principal financial officer)

Date: November 6, 2006

EXHIBIT INDEX


10	.1	Health Benefits Continuation Agreement dated February 2, 2005 (Incorporated by reference to Exhibit 10.1 to the Current Report onForm 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 onForm 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 onForm 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 onForm 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 onForm 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 onForm 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 onForm 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 ofForm 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 onForm 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 onForm 8-K dated September 27, 2006.)
12		Statement re Computation of Ratio of Earnings to Fixed Charges
31	.1	Certification of Principal Executive Officer Under Securities Exchange ActRules 13a-14(a) or15d-14(a)
31	.2	Certification of Principal Financial Officer Under Securities Exchange ActRules 13a-14(a) or15d-14(a)
32		Certification Pursuant toRule 13a-14(b) orRule 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.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Thomas & Betts (TNB) Inactive 10-Q2006 Q3 Quarterly report

Content analysis

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents