Thomas & Betts 10Q 2007 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, 2007


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
Title of Each Class		at November 1, 2007

Common Stock, $.10 par value		57,945,020

Thomas & Betts Corporation and Subsidiaries

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements — Unaudited:		3
	Consolidated Statements of Operations for the Quarter and Nine Months Ended September 30, 2007 and September 30, 2006		3
	Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006		4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and September 30, 2006		5
	Notes to Consolidated Financial Statements		6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		29

ITEM 4.	Controls and Procedures		29

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings		30
ITEM 1A.	Risk Factors		30
ITEM 2.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		30
ITEM 6.	Exhibits		31
SIGNATURE			32
EXHIBIT INDEX			33
Statement re Computation of Ratio of Earnings to Fixed Charges
Certification of Principal Executive Officer Under Rule 13a-14(a) or 15d-14(a)
Certification of Principal Financial Officer Under Rule 13a-14(a) or 15d-14(a)
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) or 15d-14(b)
Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or 15d-14(b)

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Report includes “forward-looking comments and statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking Statements are not historical facts regarding Thomas & Betts Corporation and are subject to risks and uncertainties in our operations, business, economic and political environment.(a) Forward-looking statements contain words such as:


• “achieve”	• “anticipates”	• “intends”
• “should”	• “expects”	• “predict”
• “could”	• “might”	• “will”
• “may”	• “believes”	• other similar expressions

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.


^(a)		These risks and uncertainties, which are further explained in Item 1A. Risk Factors in ourForm 10-K for the year ended December 31, 2006, include:


	•	negative economic conditions could have a material adverse effect on our operating results and financial condition;

	•	a significant reduction in the supply of commodity raw materials could materially disrupt our business and rising and volatile costs for commodity raw materials and energy could have a material adverse effect on our profitability;

	•	significant changes in customer demand due to increased competition could have a material adverse effect on our operating results and financial condition.

A 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,
	2007			2006			2007			2006

Net sales	$	552,704		$	473,401		$	1,534,494		$	1,383,082
Cost of sales		381,991			326,396			1,064,352			957,922

Gross profit		170,713			147,005			470,142			425,160
Selling, general and administrative		88,759			80,780			260,620			241,080

Earnings from operations		81,954			66,225			209,522			184,080
Income from unconsolidated companies		7			35			250			570
Interest expense, net		(5,759	)		(4,122	)		(12,756	)		(11,297	)
Other (expense) income, net		(1,925	)		484			(1,445	)		1,647

Earnings before income taxes		74,277			62,622			195,571			175,000
Income tax provision		23,026			18,160			60,627			50,750

Net earnings	$	51,251		$	44,462		$	134,944		$	124,250

Earnings per share:
Basic	$	0.89		$	0.75		$	2.33		$	2.05
Diluted	$	0.88		$	0.74		$	2.30		$	2.01
Average shares outstanding:
Basic		57,544			59,573			58,004			60,686
Diluted		58,309			60,412			58,796			61,707

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,
	2007			2006
ASSETS
Current Assets:
Cash and cash equivalents	$	104,679		$	370,968
Marketable securities		242			371
Receivables, net		295,324			204,270
Inventories:
Finished goods		114,322			107,786
Work-in-process		37,003			27,408
Raw materials		117,184			83,342

Total inventories		268,509			218,536

Deferred income taxes		50,566			60,611
Prepaid expenses		13,627			13,614

Total Current Assets		732,947			868,370

Property, plant and equipment:
Land		20,035			17,042
Buildings		194,570			183,323
Machinery and equipment		652,622			621,272
Construction-in-progress		14,763			14,409

Gross property, plant and equipment		881,990			836,046
Less accumulated depreciation		(603,392	)		(568,846	)

Net property, plant and equipment		278,598			267,200

Goodwill and other intangibles		792,810			507,038
Investments in unconsolidated companies		115,178			115,726
Deferred income taxes		45,208			42,811
Other assets		31,901			29,078

Total Assets	$	1,996,642		$	1,830,223


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	115,692		$	719
Accounts payable		192,523			144,844
Accrued liabilities		126,310			96,611
Income taxes payable		11,053			6,355

Total Current Liabilities		445,578			248,529

Long-Term Liabilities:
Long-term debt		272,521			386,912
Accrued pension plan liability		45,968			46,028
Deferred income taxes		10,866			10,376
Other long-term liabilities		61,669			70,019
Contingencies (Note 10)
Shareholders’ Equity:
Common stock		5,760			5,924
Additional paid-in capital		202,050			294,502
Retained earnings		953,725			818,781
Accumulated other comprehensive income		(1,495	)		(50,848	)

Total Shareholders’ Equity		1,160,040			1,068,359

Total Liabilities and Shareholders’ Equity	$	1,996,642		$	1,830,223

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,
	2007			2006

Cash Flows from Operating Activities:
Net earnings	$	134,944		$	124,250
Adjustments:
Depreciation and amortization		40,334			35,568
Deferred income taxes		15,811			18,663
Share-based compensation expense		10,558			6,584
Incremental tax benefits from share-based payments		(6,104	)		(9,087	)
Changes in operating assets and liabilities, net (a):
Receivables		(53,131	)		(45,182	)
Inventories		(9,951	)		(35,757	)
Accounts payable		11,539			1,019
Accrued liabilities		15,236			366
Income taxes payable		4,007			(5,814	)
Other		1,148			17,781

Net cash provided by (used in) operating activities		164,391			108,391

Cash Flows from Investing Activities:
Purchases of businesses		(304,855	)		(33,286	)
Purchases of property, plant and equipment		(26,377	)		(30,498	)
Proceeds from sale of property, plant and equipment		220			193
Marketable securities acquired		(48	)		(121,665	)
Proceeds from marketable securities		181			413,379

Net cash provided by (used in) investing activities		(330,879	)		228,123

Cash Flows from Financing Activities:
Repurchase of common shares		(132,958	)		(166,554	)
Stock options exercised		22,230			48,055
Repayment of long-term debt and other borrowings		(266	)		(150,313	)
Incremental tax benefits from share-based payments		6,104			9,087

Net cash provided by (used in) financing activities		(104,890	)		(259,725	)

Effect of exchange-rate changes on cash		5,089			2,222

Net increase (decrease) in cash and cash equivalents		(266,289	)		79,011
Cash and cash equivalents, beginning of period		370,968			216,742

Cash and cash equivalents, end of period	$	104,679		$	295,753

Cash payments for interest	$	18,803		$	23,880
Cash payments for income taxes	$	41,511		$	34,777


(a)		Net of foreign exchange and acquisition effects

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, 2007 and December 31, 2006 and the results of operations and cash flows for the periods ended September 30, 2007 and 2006.

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, 2006. The results of operations for the periods ended September 30, 2007 and 2006 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 of segment disclosures.


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,
	2007		2006		2007		2006

(In thousands, except per share data)
Net earnings	$	51,251	$	44,462	$	134,944	$	124,250

Basic shares:
Average shares outstanding		57,544		59,573		58,004		60,686

Basic earnings per share	$	0.89	$	0.75	$	2.33	$	2.05

Diluted shares:
Average shares outstanding		57,544		59,573		58,004		60,686
Additional shares on the potential dilution from stock options and nonvested restricted stock		765		839		792		1,021

		58,309		60,412		58,796		61,707

Diluted earnings per share	$	0.88	$	0.74	$	2.30	$	2.01

The Corporation had stock options that were out-of-the-money which were excluded because of their anti-dilutive effect of 0.2 million shares of common stock for the third quarter of 2007 and 0.8 million shares of common stock for the third quarter of 2006. Out-of-the-money options were 0.3 million shares of common stock for the first nine months of 2007 and 0.7 million shares of common stock for the first nine months of 2006.


3.	Share-Based Payment Arrangements

In the third quarter of 2007, share-based compensation expense, net of tax, of $1.4 million ($0.02 per basic and diluted share) was charged against income and $1.5 million ($0.03 per basic and diluted share) was charged against income during the third quarter of 2006. Share-based compensation expense, net of tax, of $6.5 million ($0.11 per basic and diluted share) was charged against income during the first nine months of 2007 and $4.1 million ($0.07 per basic and diluted share) was charged against income during the first nine months of 2006.

During the second quarter of 2007, the Corporation, under its Non-Employee Directors Equity Compensation Plan, granted non-employee members of the Board of Directors a total of 8,028 shares of common stock with a grant date fair value of $56.00 that vested upon issuance. The stock awards were in lieu of stock option awards. Compensation expense, net of tax, of $0.3 million associated with these stock awards was recognized as of the second quarter grant date and expensed to SG&A.

Share-based compensation expense, net of tax, for the full year 2006 was $7.4 million ($0.12 per basic and diluted share) for stock options and nonvested restricted stock. The Corporation does not anticipate a significant change in share-based compensation expense, net of tax, for the full year 2007.

During the first nine months of 2007, the Corporation granted 404,282 stock options with a weighted average grant date fair value of $16.92 and had 808,262 stock options exercised at a weighted average exercise price of $27.63. Also, during the first nine months of 2007, the Corporation granted 135,645 shares of nonvested restricted stock with a weighted average grant date fair value of $48.43.


4.	Income Taxes

The Corporation’s income tax provision for the third quarter of 2007 was $23.0 million, or an effective rate of 31% of pre-tax income, compared to a tax provision in the third quarter of 2006 of $18.2 million, or an effective rate of 29% of pre-tax income. The Corporation’s income tax provision for the first nine months of 2007 was $60.6 million, or an effective rate of 31% of pre-tax income, compared to a tax provision in the first nine months of 2006 of $50.8 million, or an effective rate of 29% of pre-tax income. The increase in the effective rate over the prior-year periods reflects the effect of a net increase in U.S. income taxes on the Corporation’s overall blended tax rate. The effective rate for both years reflects benefits from our Puerto Rican manufacturing operations which has a significantly lower effective tax rate than the Corporation’s overall blended tax rate.

The Corporation had net deferred tax assets totaling $84.9 million as of September 30, 2007 and $93.0 million as of December 31, 2006. Realization of the deferred tax assets is dependent upon the Corporation’s ability to generate sufficient future taxable income. Management believes that it is more-likely-than-not that future taxable income, based on tax laws in effect as of September 30, 2007, will be sufficient to realize the recorded deferred tax assets, net of any valuation allowance.

On January 1, 2007, the Corporation adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income tax positions recognized in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 requires that an enterprise must determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. A tax position that meets the more-likely-than-not threshold is then measured to determine the amount of benefit to recognize in the financial statements. The adoption of FIN 48 had no impact on the Corporation. The Corporation examined its tax positions for all open tax years and the full benefit of each tax position taken has been

recognized in the financial statements in accordance with FIN 48. On any future tax positions, the Corporation intends to record interest and penalties, if any, as a component of income tax expense.

The Corporation’s tax years are open for all U.S. state and federal jurisdictions from 2004 through 2006. Certain state tax years remain open for 2001, 2002 and 2003 filings. International statutes vary widely and the open years range from 2001 through 2006. Taxing authorities have the ability to review prior tax years to the extent net operating loss and tax credit carryforwards relate to open tax years.


5.	Comprehensive Income

Total comprehensive income and its components are as follows:


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

(In thousands)
Net earnings	$	51,251		$	44,462		$	134,944		$	124,250
Foreign currency translation adjustments		22,721			6,466			46,304			19,192
Amortization of unrecognized pension and other postretirement costs, net of tax		1,017			—			3,052			—
Unrealized gains (losses) on marketable securities, net of tax		(1	)		(1	)		(3	)		(8	)

Comprehensive income	$	74,988		$	50,927		$	184,297		$	143,434


6.	Derivative Instruments

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

Interest Rate Swap Agreements

As of September 30, 2007 and December 31, 2006, the Corporation had no outstanding interest rate swap agreements. This results in all of the Corporation’s outstanding unsecured notes having fixed interest rates. In certain past periods, the Corporation has entered into interest rate swap agreements that effectively converted fixed interest rates associated with certain of its debt securities to floating interest rates. The interest rate swaps qualified for the short-cut method of accounting for a fair valued hedge under SFAS No. 133. The amount paid or received under the interest rate swap agreements was recorded as a component of net interest expense. Interest expense, net includes expense of $0.2 million and $0.8 million associated with interest rate swap agreements for the quarter ended September 30, 2006 and first nine months of 2006, respectively. See Note 14 — Subsequent Events.

Commodities Futures Contracts

As of September 30, 2007 and December 31, 2006, the Corporation had no outstanding 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 has

been mitigated through the use of futures contracts that fixed the price the Corporation paid for a commodity. Mark-to-market gains and losses for commodities futures, if any, were recorded in cost of sales. Cost of sales reflects a loss of $0.5 million for the first nine months of 2006, related to mark-to-market adjustments for commodities futures contracts. There were no such adjustments in the third quarter of 2006.

Forward Foreign Exchange Contracts

The Corporation had no outstanding forward sale or purchase contracts as of September 30, 2007 and December 31, 2006. From time to time, the Corporation utilizes forward foreign exchange contracts for the sale or purchase of foreign currencies.


7.	Debt

The Corporation’s long-term debt at September 30, 2007 and December 31, 2006 was:


	September 30,		December 31,
	2007		2006

(In thousands)
Unsecured notes
6.63% Notes due 2008	$	114,922	$	114,821
6.39% Notes due 2009		149,926		149,887
7.25% Notes due 2013		120,746		120,192
Other, including capital leases		2,619		2,731

Long-term debt (including current maturities)		388,213		387,631
Less current portion		115,692		719

Long-term debt	$	272,521	$	386,912

The indentures underlying the unsecured notes above 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.

As of September 30, 2007, the Corporation had a $300 million committed revolving credit facility. No borrowings were outstanding under this facility as of September 30, 2007 and December 31, 2006. See Note 14 — Subsequent Events.

Outstanding letters of credit which reduced availability under the credit facility amounted to $22.0 million at September 30, 2007. The letters of credit relate primarily to third-party insurance claims processing.

The Corporation has a EUR10 million (approximately US $14 million) committed revolving credit facility with a European bank. The Corporation pays an annual unused commitment fee of 20 basis points on the undrawn balance to maintain this facility. This credit facility contains standard covenants similar to those contained in the $300 million credit agreement and standard events of default such as covenant default and cross-default. This facility has an indefinite maturity and no borrowings were outstanding as of September 30, 2007 and December 31, 2006.

Outstanding letters of credit which reduced availability under the European credit facility amounted to $0.5 million at September 30, 2007.

As of September 30, 2007, the Corporation’s aggregate availability of funds under its credit facilities is approximately $291.6 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.


8.	Pension and Other Postretirement Benefits

Net periodic cost for the Corporation’s pension and other postretirement benefits included the following components:


	Quarter Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006

(In thousands)
Service cost	$	2,862		$	2,494		$	29		$	20
Interest cost		5,500			5,439			245			232
Expected return on plan assets		(7,420	)		(7,130	)		—			—
Plan net loss (gain)		1,043			1,541			141			83
Prior service cost (gain)		265			250			(56	)		(68	)
Transition obligation (asset)		(4	)		—			192			187

Net periodic pension cost	$	2,246		$	2,594		$	551		$	454


	Nine Months Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	September 30,			September 30,			September 30,			September 30,
	2007			2006			2007			2006

(In thousands)
Service cost	$	8,338		$	7,665		$	88		$	107
Interest cost		16,414			16,180			735			732
Expected return on plan assets		(22,259	)		(21,421	)		—			—
Plan net loss (gain)		3,128			4,646			422			383
Prior service cost (gain)		794			721			(168	)		(168	)
Transition obligation (asset)		(12	)		(13	)		575			575

Net periodic pension cost	$	6,403		$	7,778		$	1,652		$	1,629

Contributions to our qualified pension plans during the quarter and nine months ended September 30, 2007 and 2006 were not significant. We expect required contributions during the remainder of 2007 to our qualified pension plans to be minimal.

December 31, 2007 (collectively the “Affected Employees”). Effective January 1, 2008, the Corporation has amended the Thomas & Betts Employees’ Investment Plan to provide a 3% non-elective company contribution to the Affected Employees in addition to the existing company match.


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 highly engineered tubular steel transmission and distribution poles. The Corporation also markets lattice steel transmission towers for North American power and telecommunications companies which is currently sourced from third parties. 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 before interest, income taxes, corporate expense and certain other charges. Corporate expense includes legal, finance and administrative costs. The Corporation has no material inter-segment sales.


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

(In thousands)
Net Sales
Electrical	$	461,585		$	389,433		$	1,268,784		$	1,130,555
Steel Structures		57,959			53,516			168,071			157,701
HVAC		33,160			30,452			97,639			94,826

Total	$	552,704		$	473,401		$	1,534,494		$	1,383,082

Segment Earnings
Electrical	$	80,491		$	66,699		$	218,547		$	188,578
Steel Structures		9,976			9,076			27,758			24,421
HVAC		5,417			4,111			14,309			13,004

Segment earnings		95,884			79,886			260,614			226,003
Corporate expense		(13,923	)		(13,626	)		(50,842	)		(41,353	)
Interest expense, net		(5,759	)		(4,122	)		(12,756	)		(11,297	)
Other (expense) income, net		(1,925	)		484			(1,445	)		1,647

Earnings before income taxes	$	74,277		$	62,622		$	195,571		$	175,000


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 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 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 secured the $156 million bond. As a result of court decisions, such bonds have subsequently been released.

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.

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 Kaiser 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 Court of Appeals dismissed that appeal. In January 2007, the Kaiser plaintiffs filed an additional motion for a new trial at the trial court level.

The injured worker who was a separate plaintiff and whose earlier judgment against the Corporation was reversed sought relief from the trial court arguing that Thomas & Betts never appealed the $20 million award the injured worker received. The trial court agreed, but the Louisiana Court of Appeals immediately reversed that decision. The injured worker then appealed this ruling to the Louisiana Supreme Court, which refused to hear the appeal. In January 2007, the injured worker petitioned the United States Supreme Court for a hearing on his claim. The United States Supreme Court refused to accept this petition. This injured worker joined the Kaiser plaintiffs’ motion for a new trial.

In October 2007, the trial court granted the Kaiser plaintiffs’ motion for a new trial. No trial date has been set. The Corporation will appeal this trial court decision.

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 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:


	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

(In thousands)
Balance at beginning of period	$	1,412		$	1,770		$	1,737		$	1,478
Acquired liabilities for warranties		2,070			—			2,070			—
Liabilities accrued for warranties issued during the period		520			130			1,142			693
Deductions for warranty claims paid during the period		(519	)		(441	)		(1,751	)		(981	)
Changes in liability for pre-existing warranties during the period, including expirations		179			54			464			323

Balance at end of period	$	3,662		$	1,513		$	3,662		$	1,513

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 continues to be liable for certain subsequently identified environmental claims up to $2 million. To date, environmental claims by Tyco have been negligible.


11.	Share Repurchase Plans

In July 2006, the Corporation’s Board of Directors approved a share repurchase plan that authorized the Corporation to buy up to 3,000,000 of its common shares. During May 2007, the Corporation repurchased, through open-market transactions, 500,000 common shares with available cash resources that completed all common share repurchases authorized by the July 2006 plan.

In March 2007, the Corporation’s Board of Directors approved a share repurchase plan that authorizes the Corporation to buy an additional 3,000,000 of its common shares. The Corporation did not repurchase any shares during the quarter ended September 30, 2007, leaving 2,799,300 shares that can be repurchased under this authorization. The timing of future repurchases, if any, will depend upon a variety of factors including market conditions. This authorization expires in March 2009.


12.	Acquisitions

On July 25, 2007 the Corporation acquired the Joslyn Hi-Voltage and Power Solutions businesses from Danaher Corporation for $280 million in cash, plus approximately $2 million in cash for working capital adjustments. The results of these operations have been included in the consolidated financial statements of the Corporation since the acquisition date. Joslyn Hi-Voltage offers a broad range of high voltage vacuum interrupter attachments, electric switches, reclosers, and related products used mainly by electric utilities. Joslyn Hi-Voltage provides the Corporation with a strong utility market position in specialty hi-voltage overhead power distribution products that complement our underground Elastimold product portfolio. Power Solutions offers a broad range of products and services designed to ensure a high quality, reliable flow of power to commercial and industrial customers for mission critical applications such as data centers. Power Solutions enables us to develop a niche business platform in energy management and controls that has favorable long-term growth prospects. Both businesses have excellent branded positions and attractive margin structures.

Pro forma net sales of the combined Corporation, as if the acquisition had occurred at the beginning of each period, were $560 million and $508 million for the quarters ended September 30, 2007 and 2006, respectively, and $1.6 billion and $1.5 billion for the nine months ended September 30, 2007 and 2006, respectively. Pro forma net earnings and pro forma earnings per share of the combined Corporation for each of these periods, as if the acquisition had occurred at the beginning of each period, would not have been materially different from reported results.

The following table summarizes preliminary estimates and assumptions of fair values for the assets acquired and liabilities assumed at the date of acquisition. The Corporation is in the process of determining valuations for certain tangible and intangible assets; and, as a result, the preliminary allocation of the purchase price is subject to further refinement. The final purchase price allocation may result in different allocations for tangible and intangible assets and different depreciation and amortization expense than that reflected in the consolidated financial statements of the Corporation.


	July
	2007
(In millions)

Current assets (primarily receivables and inventories)	$	51
Property, plant and equipment		7
Goodwill and other intangible assets		258

Total asset acquired		316
Current liabilities		(34	)

Net assets acquired	$	282

Of the $258 million of goodwill and other intangible assets, approximately $32 million has been assigned to intangible assets with infinite lives (consisting of trade/brand names) and approximately $44 million has been assigned to intangible assets with estimated lives ranging from approximately 6 months to 19 years (consisting of backlog, customer relations, patents and technology, and non-compete arrangements). Additionally, approximately $1 million was assigned to in-process research and development assets and expensed as of the acquisition date. Goodwill and other intangible assets are expected to be deductible for tax purposes. All of the goodwill and other intangible assets have been assigned to the Corporation’s Electrical segment. Amortization of other intangible assets and the write-off of in-process research and development assets are included in selling, general and administrative expenses in the Corporation’s consolidated statement of operations.

On July 6, 2007, the Corporation acquired Drilling Technical Supply SA (DTS), a privately held French manufacturer of explosion-proof lighting and electrical protection equipment, for approximately $23 million in cash. The purchase price allocation resulted in goodwill of approximately $6 million and other intangible assets of approximately $9 million, all of which was assigned to the Corporation’s Electrical segment.


13.	Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Corporation has not yet evaluated the impact, if any, of this requirement.

Effective December 31, 2006, the Corporation adopted the recognition and disclosure provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” requiring recognition of the overfunded or underfunded status of benefit plans on its balance sheet. 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 eliminating the use of early measurement dates.

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115.” SFAS No. 159 gives companies the option to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements for fiscal years beginning after November 15, 2007. The Corporation has not yet evaluated the impact, if any, of this requirement.


14.	Subsequent Events

Acquisition

On November 5, 2007, the merger of Lamson & Sessions Co. (“LMS”) with and into T&B Acquisition II Corp. (“Merger Sub”), a wholly owned subsidiary of Thomas & Betts Corporation (“Parent”) was consummated. LMS is a North American supplier of non-metallic electrical boxes, fittings, flexible conduit and industrial PVC pipe. As a result of the merger, LMS became a wholly owned subsidiary of Thomas & Betts Corporation. The transaction was consummated pursuant to the terms of the Agreement and Plan of Merger dated August 15, 2007. As a result of the merger, the prior shareholders of LMS received $27.00 in cash for each common share. The total consideration paid was approximately $450 million. The merger consideration paid was obtained by Thomas & Betts Corporation through the use of its credit facility.

$750 million credit facility

On October 16, 2007, the Corporation amended and restated its unsecured, senior credit facility. No material changes were made in the amendment process other than increasing the amount of available credit, the term of the facility, and the timing of the applicable Maximum Leverage Ratios. The unsecured, amended and restated revolving credit facility has total availability of $750,000,000, through a five year term expiring on October 15, 2012. Prior to this amendment, our facility had total availability of $300,000,000 through a five-year term expiring on December 18, 2011. All borrowings and other extensions of credit under our revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. The Corporation used the facility to help finance the transaction with LMS which closed on November 5, 2007.

Under the revolving credit facility agreement, the Corporation selected an interest rate on its initial draw of the revolver based on the one-month London Interbank Offered Rate (“LIBOR”) plus a margin based on the Corporation’s debt rating. Fees for access to the facility, LIBOR loans, and letters of credit under the facility are based on a pricing grid related to the Corporation’s debt ratings with Moody’s, S&P, and Fitch during the term of the facility.

The Corporation’s amended and restated revolving credit facility requires that it maintain:


	•	a Maximum Leverage Ratio of 4.00 to 1.00 from October 16, 2007 through December 31, 2008, then a ratio of 3.75 to 1.00 thereafter; and

	•	a Minimum Interest Coverage Ratio of 3.00 to 1.00.

It also contains customary covenants that could restrict the Corporation’s ability to: incur additional indebtedness; grant liens; make investments, loans, or guarantees; declare dividends; or repurchase company stock.

Interest rate swap

On October 1, 2007, the Corporation entered into a forward-starting interest rate swap for a notional amount of $390 million. The notional amount amortizes to $325 million on December 15, 2010, $200 million on December 15, 2011 and $0 on October 1, 2012. The interest rate swap partially hedges the Corporation’s exposure on the initial draw-down of its $750 million credit facility to variability in total cash flows from future changes in one-month LIBOR. The Corporation has designated the interest rate swap as a cash flow hedge for accounting purposes. As of the merger date of Lamson & Sessions Co., the Corporation will receive variable one-month LIBOR and will pay a fixed rate of approximately 5%.


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 components used in industrial, commercial, communications and utility markets. We are also a leading producer of highly engineered steel structures, used primarily for utility transmission, and commercial heating units. We have operations 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. Actual results may 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, 2006. We believe our critical accounting policies include the following:


	•	Revenue Recognition: The Corporation recognizes revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Sales discounts, quantity and price rebates, and allowances are estimated based on contractual commitments and experience and recorded in the period as a reduction of revenue in which the sale is recognized. Quantity rebates are in the form of volume incentive discount plans, which include specific sales volume targets or year-over-year sales volume growth targets for specific customers. Certain distributors can take advantage of price rebates by subsequently reselling the Corporation’s products into targeted construction projects or markets. Following a distributor’s sale of an eligible product, the distributor submits a claim for a price rebate. The Corporation provides additional allowances for bad debts when circumstances dictate. A number of distributors, primarily in the Electrical segment, have the right to return goods under certain circumstances and those returns, which are reasonably estimable, are accrued as a reduction of revenue at the time of shipment. Management analyzes historical returns and allowances, current economic trends and specific customer circumstances when evaluating the adequacy of accounts receivable related reserves and accruals.

	•	Inventory Valuation: Inventories are stated at the lower of cost or market. Cost is determined using 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. With the assistance of a third party valuation firm, the Corporation performs its annual


		impairment assessment in the fourth quarter of each year, unless circumstances dictate more frequent assessments. Indications of impairment require significant judgment by management. Under the provisions of SFAS No. 142, each test of goodwill requires that we determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Corporation must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date.


	•	Long-Lived Assets: We follow the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 establishes accounting standards for the impairment of long-lived assets such as property, plant and equipment and intangible assets subject to amortization. For purposes of recognizing and measuring impairment of long-lived assets, the Corporation evaluates assets at the lowest level of identifiable cash flows for associated product groups. The Corporation reviews long-lived assets to 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. Indications of impairment require significant judgment by management. If the sum of the undiscounted expected future cash flows over the remaining useful life of the primary asset in the associated product groups is less than the carrying amount of the assets, the assets are considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. When fair values are not available, we estimate fair values using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

	•	Pension and Postretirement Benefit Plan Actuarial Assumptions: We follow the provisions of SFAS No. 87, “Employers’ Accounting for Pensions,” SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other than Pensions,” SFAS No. 132 (Revised), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” and SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” For purposes of calculating pension and postretirement medical benefit obligations and related costs, the Corporation uses certain actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of 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 Annual Report onForm 10-K for the fiscal year ended December 31, 2006.

	•	Income Taxes: We use the asset and liability method of accounting for income taxes. This method recognizes the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities and provides a valuation allowance based on a more-likely-than-not criteria. The Corporation has valuation allowances for deferred tax assets


		primarily associated with foreign net operating loss carryforwards and foreign income tax credit carryforwards. Realization of the deferred tax assets is dependent upon the Corporation’s ability to generate sufficient future taxable income. Management believes that it is more-likely-than-not that future taxable income, based on enacted tax law in effect as of September 30, 2007, will be sufficient to realize the recorded deferred tax assets net of existing valuation allowances.


	•	Environmental Costs: Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate. Remediation costs that relate to an existing condition caused by past operations are accrued when it is probable that those costs will be incurred and can be reasonably estimated based on evaluations of current available facts related to each site. The operation of manufacturing plants involves a high level of susceptibility in these areas, and there is no assurance that we will not incur material environmental or occupational health and safety liabilities in the future. Moreover, expectations of remediation expenses could be affected by, and potentially significant expenditures could be required to comply with, environmental regulations and health and safety laws that may be adopted or imposed in the future. Future remediation technology advances could adversely impact expectations of remediation expenses.

2007 Outlook

We expect low-double-digit sales growth for the full year 2007 compared to 2006, including the impact of the completed acquisitions. We are also reaffirming our earnings guidance of between $3.15 to $3.20 per diluted share for the full year 2007, which includes a negligible earnings impact from the completed acquisitions. This guidance includes an eight cent per share legal settlement charge taken in the first quarter and the effect of the Corporation’s share repurchase activity. This guidance does not include any impact from the Lamson & Sessions Co. acquisition which closed on November 5, 2007.

Our 2007 guidance assumes the following for the fourth quarter:


	•	Continued solid demand in most of our key markets;

	•	A minor impact of commodity-related price increases on year-over-year sales growth;

	•	Continued strength in foreign currencies versus the U.S. dollar;

	•	Steel Structures segment sales roughly at capacity. Note that fourth quarter of 2006 included approximately $11 million dollars of lattice tower sales, which we do not expect to repeat in 2007;

	•	Corporate expense of approximately $14 million;

	•	Net interest expense of approximately $6 million, before considering the impact of the Lamson & Sessions Co. acquisition;

	•	A 31% effective income tax rate; and,

	•	Approximately 58.5 million fully diluted average shares outstanding.

We expect capital expenditures to approach $40 million for the full year 2007. Capital expenditures in 2007 include investment to expand tubular steel structures sales capacity by $15-$20 million annually beginning in 2008.

The key risks we may face for the remainder of 2007 include the potential negative impact of rising and volatile commodity and energy costs and higher interest rates on capital spending in the markets we serve.

Summary of Consolidated Results


	Quarter Ended September 30,
	2007						2006
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales

Net sales	$	552,704			100.0		$	473,401			100.0
Cost of sales		381,991			69.1			326,396			68.9

Gross profit		170,713			30.9			147,005			31.1
Selling, general and administrative		88,759			16.1			80,780			17.1

Earnings from operations		81,954			14.8			66,225			14.0
Income from unconsolidated companies		7			—			35			—
Interest expense, net		(5,759	)		(1.0	)		(4,122	)		(0.9	)
Other (expense) income, net		(1,925	)		(0.4	)		484			0.1

Earnings before income taxes		74,277			13.4			62,622			13.2
Income tax provision		23,026			4.1			18,160			3.8

Net earnings	$	51,251			9.3		$	44,462			9.4

Earnings per share:
Basic	$	0.89					$	0.75

Diluted	$	0.88					$	0.74


	Nine Months Ended September 30,
	2007						2006
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales

Net sales	$	1,534,494			100.0		$	1,383,082			100.0
Cost of sales		1,064,352			69.4			957,922			69.3

Gross profit		470,142			30.6			425,160			30.7
Selling, general and administrative		260,620			16.9			241,080			17.4

Earnings from operations		209,522			13.7			184,080			13.3
Income from unconsolidated companies		250			—			570			0.1
Interest expense, net		(12,756	)		(0.9	)		(11,297	)		(0.8	)
Other (expense) income, net		(1,445	)		(0.1	)		1,647			0.1

Earnings before income taxes		195,571			12.7			175.000			12.7
Income tax provision		60,627			3.9			50,750			3.7

Net earnings	$	134,944			8.8		$	124,250			9.0

Earnings per share:
Basic	$	2.33					$	2.05

Diluted	$	2.30					$	2.01

2007 Compared with 2006

Overview

Net sales in the third quarter and in the first nine months of 2007 increased from the respective prior-year periods for the Corporation. The increase in net sales for both periods reflected volume increases and higher prices to offset material and energy costs. In addition, acquisitions completed in the third quarter 2007 and foreign currency contributed to the increase in net sales for both periods.

Operating earnings in the third quarter and in first nine months of 2007 were up from the respective prior-year periods. These results reflect higher sales levels and the Corporation’s continuing ability to recover higher material and energy costs through price increases. Operating earnings in the first nine months of 2007 included a $7 million first quarter charge related to a legal settlement involving a commercial dispute on a product line we no longer market.

Third quarter 2007 earnings were $0.88 per diluted share compared to $0.74 per diluted share in the third quarter of the prior year. Earnings in the first nine months of 2007 were $2.30 per diluted share compared to $2.01 per diluted share in the first nine months of 2006. Earnings in the first nine months of 2007 include a charge of $0.08 per share related to the first quarter legal settlement.

Net Sales and Gross Profit

Net sales in the third quarter of 2007 were $552.7 million, up $79.3 million, or 16.8%, from the prior-year period. Favorable foreign currency exchange accounted for approximately $11.5 million of the increase. For the first nine months of 2007, net sales were $1.5 billion, up $151.4 million, or 11.0%, from the prior-year period. Favorable foreign currency exchange accounted for approximately $24.0 million of the increase. During the third quarter of 2007, net sales were positively impacted by $33.6 million related to acquisitions completed in July. The net sales increase also reflected volume increases and higher prices to offset material and energy costs for both the quarter and year to date periods.

Gross profit in the third quarter of 2007 was 30.9% of net sales, which was in line on a percentage basis with the prior-year quarter and nine months. The Corporation continues to offset higher material and energy costs with increased selling prices. Costs related to the consolidation of a manufacturing facility and relocation of production lines to another company facility negatively impacted the first nine months of 2007 by approximately $2 million.

Expenses

Selling, general and administrative (SG&A) expense in the third quarter of 2007 was 16.1% of net sales compared to 17.1% of net sales in the prior-year period. For the first nine months of 2007, SG&A expense was 16.9% of net sales compared to 17.4% of net sales in the prior-year period, reflecting the effect of higher current year sales levels. For the first nine months of 2007, SG&A expense included the previously mentioned $7 million pre-tax charge related to a legal settlement in the first quarter 2007. This charge was reflected in corporate expense and did not impact segment earnings.

The acquisitions completed in July 2007 had a negligible impact on earnings from operations in the third quarter of 2007, reflecting approximately $4 million in pre-tax acquisition accounting related expenses.

Interest Expense, Net

Interest expense, net for the third quarter of 2007 increased to $5.8 million compared to $4.1 million in the prior-year period, primarily due to lower interest income reflecting lower cash balances due to the acquisitions completed in the quarter. Interest income included in interest expense, net was $1.4 million for the third quarter of 2007 and $3.2 million for the third quarter of 2006. Interest expense was $7.2 million in the third quarter of 2007 and $7.3 million in the third quarter of 2006. For the first nine months of 2007, interest income included in interest expense, net was $9.1 million compared to $11.3 million in the prior-year period. Interest expense was $21.9 million for the first nine months of 2007 compared to $22.6 million in the prior-year period.

Income Taxes

The income tax provision in the third quarter and first nine months of 2007 reflected an effective rate of 31% of pre-tax income compared to an effective rate in the prior-year periods of 29%. The increase in the effective rate over the prior-year periods reflects the effect of a net increase in U.S. income taxes on the Corporation’s overall blended tax rate. The effective rate for both years reflects benefits from our Puerto Rican manufacturing operations which has a significantly lower effective tax rate than the Corporation’s overall blended tax rate.

Net Earnings

Net earnings were $51.3 million, or $0.89 per basic share and $0.88 per diluted share, in the third quarter of 2007 compared to net earnings of $44.5 million, or $0.75 per basic share and $0.74 per diluted share, in the third quarter of 2006. For the first nine months of 2007, net earnings were $134.9 million, or $2.33 per basic share and $2.30 per diluted share, compared to net earnings of $124.3 million, or $2.05 per basic share and $2.01 per diluted share. Net earnings for the first nine months of 2007 include the negative impact of $7 million of pre-tax expenses related to a legal settlement in the first quarter of 2007 ($0.08 per share). Net earnings per share for the first nine months of 2007 also reflects a benefit from lower shares outstanding due to the Corporation’s share repurchase activity.

Summary of Segment Results

Net Sales


	Quarter Ended September 30,								Nine Months Ended September 30,
	2007				2006				2007				2006
	In		% of Net		In		% of Net		In		% of Net		In		% of Net
	Thousands		Sales		Thousands		Sales		Thousands		Sales		Thousands		Sales

Electrical	$	461,585		83.5	$	389,433		82.3	$	1,268,784		82.7	$	1,130,555		81.7
Steel Structures		57,959		10.5		53,516		11.3		168,071		10.9		157,701		11.4
HVAC		33,160		6.0		30,452		6.4		97,639		6.4		94,826		6.9

	$	552,704		100.0	$	473,401		100.0	$	1,534,494		100.0	$	1,383,082		100.0

Segment Earnings


	Quarter Ended September 30,										Nine Months Ended September 30,
	2007					2006					2007					2006
	In			% of Net		In			% of Net		In			% of Net		In			% of Net
	Thousands			Sales		Thousands			Sales		Thousands			Sales		Thousands			Sales

Electrical	$	80,491			17.4	$	66,699			17.1	$	218,547			17.2	$	188,578			16.7
Steel Structures		9,976			17.2		9,076			17.0		27,758			16.5		24,421			15.5
HVAC		5,417			16.3		4,111			13.5		14,309			14.7		13,004			13.7

Segment earnings		95,884			17.3		79,886			16.9		260,614			17.0		226,003			16.3
Corporate expense		(13,923	)				(13,626	)				(50,842	)				(41,353	)
Interest expense, net		(5,759	)				(4,122	)				(12,756	)				(11,297	)
Other (expense) income, net		(1,925	)				484					(1,445	)				1,647

Earnings before income taxes	$	74,277				$	62,622				$	195,571				$	175,000

The Corporation has three reportable segments: Electrical, Steel Structures and HVAC. We evaluate our business segments primarily on the basis of segment earnings, with segment earnings defined as earnings before interest, income taxes, corporate expense and certain other charges. Corporate expense includes legal, finance and administrative costs.

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

Electrical segment net sales in the third quarter of 2007 increased $72.2 million, or 18.5%, from the prior-year period. For the first nine months of 2007, net sales for the Electrical segment were up $138.2 million, or 12.2%, on a year-over-year basis. During the third quarter of 2007, net sales were positively impacted by $33.6 million related to acquisitions completed in July. The increase in net sales for both periods reflected volume increases and higher prices to offset material and energy costs. During the third quarter and first nine months of 2007, the Electrical segment experienced solid demand in its key end markets of industrial maintenance and repair, and non-residential commercial construction. Utility demand has also been favorable in 2007, with a mix weighting towards maintenance and infrastructure upgrades in the third quarter of 2007. Favorable foreign currency exchange accounted for approximately $11 million of the increase for the third quarter of 2007 and approximately $22 million of the increase for the first nine months of 2007.

Electrical segment earnings in the third quarter of 2007 were up 20.7% to $80.5 million, or 17.4% of net sales. For the first nine months of 2007, Electrical segment earnings increased 15.9% to $218.5 million, or 17.2% of net sales. The earnings improvements reflect the favorable impact of higher net sales volumes, operating efficiencies and our continued ability to offset higher material and energy costs through higher selling prices. The Corporation’s acquisitions in July 2007 had a negligible impact on segment earnings after considering approximately $4 million in acquisition related costs. During the first nine months of 2007, segment earnings were negatively impacted by approximately $2 million for costs related to the consolidation of a manufacturing facility and relocation of production lines to another company facility.

Other Segments

Net sales in the third quarter of 2007 in our Steel Structures segment were up $4.4 million, or 8.3%, from the prior-year period. For the first nine months of 2007, net sales increased $10.4 million, or 6.6%, on a year-over-year basis. These sales increases reflect higher sales of internally produced tubular steel structures and lower sales of lattice towers, which we source from third parties. In 2007, lattice tower sales were approximately $3 million for the first nine months, approximately $9 million lower than the prior year period. Steel Structures segment earnings in the third quarter of 2007 were up 9.9% to $10.0 million, or 17.2% of net sales. For the first nine months of 2007, segment earnings increased 13.7% to $27.8 million, or 16.5% of net sales. The earnings growth was driven by the higher net volume and a more favorable project mix versus last year.

Net sales in our HVAC segment were up $2.7 million, or 8.9%, from the third quarter of 2006. For the first nine months of 2007, net sales increased $2.8 million, or 3.0% on a year-over-year basis. HVAC segment earnings in the third quarter of 2007 were up 31.8% to $5.4 million, or 16.3% of net sales. For the first nine months of 2007, segment earnings increased 10.0% to $14.3 million, or 14.7% of net sales. The earnings growth was driven by higher sales which reflected in part improved demand for energy efficient ventilation systems and improved operating efficiencies.

Liquidity and Capital Resources

We had cash and cash equivalents of $104.7 million and $371.0 million at September 30, 2007 and December 31, 2006, respectively.

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


	Nine Months Ended
	September 30,
	2007			2006

(In thousands)
Net cash provided by (used in) operating activities	$	164,391		$	108,391
Net cash provided by (used in) investing activities		(330,879	)		228,123
Net cash provided by (used in) financing activities		(104,890	)		(259,725	)
Effect of exchange-rate changes on cash		5,089			2,222

Net increase (decrease) in cash and cash equivalents	$	(266,289	)	$	79,011

Operating Activities

We had strong cash generation in the first nine months of 2007 with cash flow from operations increasing significantly from the prior-year period. Cash provided by operating activities during the

first nine months of 2007 and 2006 was primarily attributable to net earnings of $134.9 million and $124.3 million, respectively, depreciation and amortization and the impact of changes in working capital. Depreciation and amortization during the first nine months of 2007 and 2006 was $40.3 million and $35.6 million, respectively. Cash used for working capital declined significantly in 2007 compared to 2006. The inventory increase in 2006 reflected in part higher commodity prices, while in 2007 inventory increases have been more modest.

Investing Activities

During the first nine months of 2007, we had capital expenditures totaling $26.4 million, compared to $30.5 million in the prior-year period. Additionally, during the first quarter of 2006, we converted a substantial portion of our marketable securities into cash equivalents.

In July 2007, we acquired the Joslyn Hi-Voltage and Power Solutions businesses from Danaher Corporation for $280 million in cash, plus approximately $2 million for working capital adjustments. Joslyn Hi-Voltage offers a broad range of high voltage electric switches, reclosers, vacuum interrupter attachments and related products used mainly by electric utilities. Power Solutions offers a broad range of products and services designed to ensure a high quality, reliable flow of power to commercial and industrial customers for mission critical applications such as data centers.

Also in July 2007, we acquired Drilling Technical Supply SA (DTS), a privately held French manufacturer of explosion-proof lighting and electrical protection equipment, for approximately $23 million in cash.

Subsequent to the third quarter of 2007, on November 5, 2007 the merger of Lamson & Sessions Co. (“LMS”) with and into T&B Acquisition II Corp. (“Merger Sub”), a wholly owned subsidiary of Thomas & Betts Corporation (“Parent”) was consummated. LMS is a North American supplier of non-metallic electrical boxes, fittings, flexible conduit and industrial PVC pipe. As a result of the merger, LMS became a wholly owned subsidiary of Thomas & Betts Corporation. The transaction was consummated pursuant to the terms of the Agreement and Plan of Merger dated August 15, 2007. As a result of the merger, the prior shareholders of LMS received $27.00 in cash for each common share. The total consideration paid was approximately $450 million. The merger consideration paid was obtained by Thomas & Betts Corporation through the use of its credit facility.

Financing Activities

Cash used in financing activities included the repurchase of approximately 2.5 million common shares for approximately $133.0 million during the first nine months of 2007 and 3.0 million common shares for $166.6 million during the first nine months of 2006. Financing activities for the first nine months of 2007 and 2006 also reflect $22.2 million and $48.1 million, respectively, of cash provided by exercised stock options. In addition, financing activities in the first nine months of 2006 reflect cash used for debt repayments of $150.3 million.

$300 million Credit Facility

As of September 30, 2007, we had a $300 million committed revolving credit facility. No borrowings were outstanding under this facility as of September 30, 2007 and December 31, 2006.

At September 30, 2007, outstanding letters of credit, or similar financial instruments that reduce the amount available under the $300 million credit facility totaled $22.0 million. Letters of credit relate primarily to third-party insurance claims processing.

Other Credit Facilities

We have a EUR10 million (approximately US $14 million) committed revolving credit facility with a European bank that has an indefinite maturity. Availability under this facility is EUR10 million (approximately US $14 million) as of September 30, 2007. This credit facility contains standard covenants similar to those contained in the $300 million credit facility and standard events of default such as covenant default and cross-default.

At September 30, 2007, outstanding letters of credit, or similar financial instruments that reduce the amount available under the European credit facility totaled $0.5 million.

$750 million Credit Facility

Subsequent to the third quarter of 2007, on October 16, 2007 we amended and restated our unsecured, senior credit facility. No material changes were made in the amendment process other than increasing the amount of available credit, the term of the facility, and the timing of the applicable Maximum Leverage Ratios. The unsecured, amended and restated revolving credit facility has total availability of $750,000,000, through a five year term expiring on October 15, 2012. Prior to this amendment, our facility had total availability of $300,000,000 through a five-year term expiring on December 18, 2011. All borrowings and other extensions of credit under our revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. We used the facility to help finance the transaction with LMS which closed on November 5, 2007.

Under the revolving credit facility agreement, we selected an interest rate on our initial draw of the revolver based on the one-month London Interbank Offered Rate (“LIBOR”) plus a margin based on our debt rating. Fees for access to the facility, LIBOR loans, and letters of credit under the facility are based on a pricing grid related to the Corporation’s debt ratings with Moody’s, S&P, and Fitch during the term of the facility.

Our amended and restated revolving credit facility requires that we maintain:


	•	a Maximum Leverage Ratio of 4.00 to 1.00 from October 16, 2007 through December 31, 2008, then a ratio of 3.75 to 1.00 thereafter; and

	•	a Minimum Interest Coverage Ratio of 3.00 to 1.00.

It also contains customary covenants that could restrict our ability to: incur additional indebtedness; grant liens; make investments, loans, or guarantees; declare dividends; or repurchase company stock. We do not expect these covenants to restrict our liquidity, financial condition, or access to capital resources in the foreseeable future.

Compliance and Availability

We remain 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.

Credit Ratings

As of September 30, 2007, we had investment grade credit ratings from Standard & Poor’s, Moody’s Investor Service and Fitch Ratings on our senior unsecured debt. Should these credit ratings drop, repayment under our credit facilities and securities will not be accelerated; however, our credit costs may increase. Similarly, if our credit ratings improve, we could potentially have a decrease in our credit costs. The maturity of any of our debt securities does 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, 2007:

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

June 1 and December 1

June 2013

The indentures underlying the unsecured 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

During the third quarter 2007, the Board of Directors of the Corporation approved an amendment of The Thomas & Betts Pension Plan that precludes entry to employees hired after December 31, 2007. It also precludes re-entry for employees who lose eligibility at any time after December 31, 2007 (collectively the “Affected Employees”). Effective January 1, 2008, the Corporation has amended the Thomas & Betts Employees’ Investment Plan to provide a 3% non-elective company contribution to the Affected Employees in addition to the existing company match. These benefit plan amendments are not expected to materially impact the Corporation’s liquidity in 2008.

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.

We currently fund expenditures for capital requirements as well as other liquidity needs from a combination of cash generated from operations and existing cash balances. We used existing cash balances to fund the July acquisitions that had total purchase prices of approximately $300 million and used bank financing to fund the November acquisition that had a total purchase price of approximately $450 million.

Going forward, we have the flexibility to meet our liquidity needs with a combination of cash generated from operations and existing cash balances, the use of our credit facilities, plus issuances of debt or equity securities. 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 issue an aggregate of $325 million of senior unsecured debt securities, common stock and preferred stock.

Off-Balance Sheet Arrangements

As of September 30, 2007, 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.


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

Market Risk and Financial Instruments

Thomas & Betts could be exposed to market risk from future changes in interest rates, raw material prices and foreign 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. As of September 30, 2007, we did not have any derivative instruments outstanding.

For the period ended September 30, 2007, the Corporation has not experienced any material changes since December 31, 2006 in market risk that affect the quantitative and qualitative disclosures presented in our 2006 Annual Report onForm 10-K.

Subsequent to the third quarter of 2007, on October 1, 2007 the Corporation entered into a forward-starting interest rate swap for a notional amount of $390 million. The notional amount amortizes to $325 million on December 15, 2010, $200 million on December 15, 2011 and $0 on October 1, 2012. The interest rate swap partially hedges the Corporation’s exposure on the initial draw-down of its $750 million credit facility to variability in total cash flows from future changes in one-month LIBOR. The Corporation has designated the interest rate swap as a cash flow hedge for accounting purposes. As of the merger date of Lamson & Sessions Co., the Corporation will receive variable one-month LIBOR and will pay a fixed rate of approximately 5%.


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 Corporation is made known to the Chief Executive Officer and Chief Financial Officer who certify the Corporation’s financial reports.

Our Chief Executive Officer and Chief Financial Officer have evaluated the Corporation’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

In July 2007, the Corporation completed the acquisitions of Joslyn Hi-Voltage, Power Solutions and DTS. The aggregate purchase price of these acquisitions represent approximately 15% of the Corporation’s total assets and these businesses contributed about 6% to the Corporation’s third quarter 2007 net sales and a negligible amount to earnings for that period. SEC guidance permits exclusion of recently acquired businesses from management’s assessment of internal controls over financial reporting in the year of the acquisition. We performed a limited review of the internal controls for these acquired businesses during the third quarter of 2007.

Other than the noted acquisitions, there have been no significant changes in internal control over financial reporting that occurred during the third quarter of 2007 that have materially affected or are reasonably likely to materially affect the Corporation’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 2006 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 2006 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 Common

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

Plans

the Plans

March 2007 Plan

Total for the quarter ended September 30, 2007

—

2,799,300


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, 2007

EXHIBIT INDEX


Exhibit No.			Description of Exhibit

	2	.1	Agreement and Plan of Merger, dated as of August 15, among Parent, Merger Sub and the Company (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K). (Incorporated by reference to Item 1.01 of the Current Report on Form 8-K dated August 16, 2007).
	10	.1†	Approval of Incentive Payments (Incorporated by reference to Item 1.01 of the Current Report onForm 8-K dated February 6, 2007).
	10	.2	Purchase and Sale Agreement dated as of July 25, 2007, between the Corporation as Purchaser and Joslyn Holding Company, Danaher UK Industries Limited, and Joslyn Canada as Sellers (Incorporated by reference to Item 2.01 of the Current Report onForm 8-K dated July 25, 2007).
	10	.3†	Amended and Restated Thomas & Betts Corporation Executive Retirement Plan (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.4†	Amended and Restated Thomas & Betts Corporation Management Incentive Plan (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.5†	Amended and Restated Thomas & Betts Corporation Pension Restoration Plan (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.6†	Amended and Restated Thomas & Betts Corporation Supplemental Executive Investment Plan (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.7†	Amended and Restated Termination Protection Agreement (Pileggi) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.8†	Amended and Restated Termination Protection Agreement (Fluke) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.9†	Amended and Restated Termination Protection Agreement (Hajj) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.10†	Amended and Restated Termination Protection Agreement (Hartmann) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.11†	Amended and Restated Termination Protection Agreement (Raines) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.12†	Amended and Restated Termination Protection Agreement (Locke) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.13	Amended and Restated Thomas & Betts Corporation Indemnification Agreement (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).
	10	.14†	Health Benefits Continuation Agreement (Pileggi) (Incorporated by reference to Items 1.01 and 5.02 of the Current Report on Form 8-K dated September 11, 2007).


Exhibit No.			Description of Exhibit

	10	.15	Second Amended and Restated Credit Agreement dated October 16, 2007, among Thomas & Betts Corporation, as Borrower, the Lenders party hereto, and Wachovia Bank, N.A., as Administrative Agent, and Wachovia Capital Markets, LLC and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Book Runners (Incorporated by reference to Items 1.01 and 2.03 of the Current Report on Form 8-K dated October 17, 2007).
	12		Statement re Computation of Ratio of Earnings to Fixed Charges
	31	.1	Certification of Principal Executive Officer Under Securities Exchange ActRules 13a-14(a) or 15d-14(a)
	31	.2	Certification of Principal Financial Officer Under Securities Exchange ActRules 13a-14(a) or 15d-14(a)
	32	.1	Certification of Principal Executive Officer 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.
	32	.2	Certification of Principal Financial Officer 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.


†		Management contract or compensatory plan or arrangement.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

Thomas & Betts (TNB) Inactive 10-Q2007 Q3 Quarterly report

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