##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-4682
  Thomas & Betts
    Corporation
 (Exact name of registrant as specified in its charter)
   Tennessee

22-1326940(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)8155 T&B BoulevardMemphis, Tennessee

38125(Address of principal
    executive offices)

(Zip Code)   (901) 252-8000
 (Registrants telephone number, including area code)
  þ o
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer oNon-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o
   Rule 12b-2 o þ
    Outstanding SharesTitle of Each Class

at July 31, 2008Common Stock, $.10 par value

57,583,545




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##### 





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

Financial Statements  Unaudited:


3Consolidated Statements of Operations
    for the Quarters and Six Months Ended June 30, 2008 and June 30,
    2007


3Consolidated Balance Sheets as of
    June 30, 2008 and December 31, 2007


4Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2008 and June 30, 2007


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


21ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


33ITEM 4.

Controls and Procedures


34PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


35ITEM 1A.

Risk Factors


35ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


35ITEM 4

Submission of Matters to a Vote of Security
    Holders


36ITEM 6.

Exhibits


36SIGNATURE


37EXHIBIT INDEX


38Statement re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive OfficerCertification of Principal Financial OfficerCertification of Principal Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)   1




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CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
  (a)
   achieve

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

 other similar expressions      (a)
    
    These risks and uncertainties, which are further explained in
    Item 1A. Risk Factors in our
    Form 10-K
    for the year ended December 31, 2007, include:  
    negative economic conditions could have a material adverse
    effect on our operating results and financial condition;
    a significant reduction in the supply of commodity raw materials
    could materially disrupt our business and rising and volatile
    costs for commodity raw materials and energy could have a
    material adverse effect on our profitability;
    significant changes in customer demand due to increased
    competition could have a material adverse effect on our
    operating results and financial condition.   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  Thomas &
    Betts Corporation and Subsidiaries
 Consolidated
    Statements of Operations(In thousands, except per share data)
    (Unaudited) Quarter Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007Net sales

$
641,317


$
507,238


$
1,236,821


$
981,790Cost of sales


441,342



352,431



850,585



682,118Gross profit


199,975



154,807



386,236



299,672Selling, general and administrative


100,489



84,532



216,774



171,861Earnings from operations


99,486



70,275



169,462



127,811Interest expense, net


(11,768
)


(3,446
)


(24,100
)


(6,997
)Other (expense) income, net


(670
)


640



(1,947
)


480Gain on sale of equity interest


169,684







169,684



Earnings before income taxes


256,732



67,469



313,099



121,294Income tax provision


108,692



20,916



126,898



37,601Net earnings from continuing operations


148,040



46,553



186,201



83,693Loss from discontinued operations, net


(200
)






(109
)


Net earnings

$
147,840


$
46,553


$
186,092


$
83,693Basic earnings per share:Continuing operations

$
2.56


$
0.81


$
3.22


$
1.44Discontinued operations














Net earnings

$
2.56


$
0.81


$
3.22


$
1.44Diluted earnings per share:Continuing operations

$
2.54


$
0.80


$
3.20


$
1.42Discontinued operations














Net earnings

$
2.54


$
0.80


$
3.20


$
1.42Average shares outstanding:Basic


57,819



57,649



57,788



58,191Diluted


58,246



58,459



58,230



58,980   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 3




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##### Table of Contents



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


December 31,ASSETS

2008


2007Current AssetsCash and cash equivalents

$
288,085


$
149,926Restricted cash


8,500



16,683Receivables, net


339,652



280,948Inventories


324,839



271,989Deferred income taxes


39,827



57,278Other assets


15,919



22,613Assets of discontinued operations


101,401



106,478Total Current Assets


1,118,223



905,915Gross property, plant and equipment


941,383



915,944Less accumulated depreciation


(628,703
)


(609,985
)Net property, plant and equipment


312,680



305,959Goodwill


924,461



873,574Other intangible assets:Amortizable


205,845



197,727Indefinite lived


116,370



101,643Total other intangible assets


322,215



299,370Investments in unconsolidated companies


5,360



115,300Other assets


65,109



67,668Total Assets

$
2,748,048


$
2,567,786LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term debt

$
152,142


$
116,157Accounts payable


206,508



180,333Accrued liabilities


158,377



143,606Income taxes payable


100,281



10,731Liabilities of discontinued operations


24,338



18,146Total Current Liabilities


641,646



468,973Long-Term LiabilitiesLong-term debt


512,364



695,048Deferred income taxes


36,516



48,888Other long-term liabilities


127,321



125,943Contingencies (Note 13)Shareholders EquityCommon stock


5,783



5,770Additional paid-in capital


219,193



207,690Retained earnings


1,188,089



1,001,997Accumulated other comprehensive income


17,136



13,477Total Shareholders Equity


1,430,201



1,228,934Total Liabilities and Shareholders Equity

$
2,748,048


$
2,567,786   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 4




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##### Table of Contents



Thomas &
    Betts Corporation and Subsidiaries
 Consolidated
    Statements of Cash Flows
    (In thousands)
    (Unaudited)  Six Months EndedJune 30,2008


2007Cash Flows from Operating Activities:Net earnings

$
186,092


$
83,693Adjustments:Depreciation and amortization


43,198



25,116Share-based compensation expense


9,835



8,272Deferred income taxes


1,788



6,989Incremental tax benefits from share-based payment arrangements


(583
)


(5,062
)Gain on sale of equity interest


(169,684
)


Changes in operating assets and liabilities, net:Receivables


(54,371
)


(52,440
)Inventories


(37,089
)


(4,351
)Accounts payable


30,180



15,047Accrued liabilities


(17,773
)


8,588Income taxes payable


96,611



4,504Lamson & Sessions Co. change in control payments


(12,685
)


Other


8,961



434Net cash provided by (used in) operating activities


84,480



90,790Cash Flows from Investing Activities:Purchases of property, plant and equipment


(18,690
)


(17,628
)Purchases of businesses, net of cash acquired


(90,571
)


Proceeds from sale of equity interest, net


280,000



Obligation from sale of equity interest


20,000



Restricted cash used for change in control payments


8,183



Other


245



296Net cash provided by (used in) investing activities


199,167



(17,332
)Cash Flows from Financing Activities:Repayment of debt and other borrowings


(116,407
)


(197
)Revolving credit facility proceeds (repayments), net


(30,000
)


Stock options exercised


1,068



18,778Incremental tax benefits from share-based payment arrangements


583



5,062Repurchase of common shares






(132,958
)Net cash provided by (used in) financing activities


(144,756
)


(109,315
)Effect of exchange-rate changes on cash


(732
)


3,041Net increase (decrease) in cash and cash equivalents


138,159



(32,816
)Cash and cash equivalents, beginning of period


149,926



370,968Cash and cash equivalents, end of period

$
288,085


$
338,152Cash payments for interest

$
26,921


$
13,760Cash payments for income taxes

$
27,468


$
26,678   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 5




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##### Table of Contents



Thomas &
    Betts Corporation and Subsidiaries



Notes to
    Consolidated Financial Statements

(Unaudited)  1.
    Basis of
    Presentation    Form 10-K
    2.
    Basic and
    Diluted Earnings Per Share    Quarter Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(In thousands, except per share data)Net earnings from continuing operations

$
148,040


$
46,553


$
186,201


$
83,693Earnings from discontinued operations, net of tax


(200
)






(109
)


Net earnings

$
147,840


$
46,553


$
186,092


$
83,693Basic shares:Average shares outstanding


57,819



57,649



57,788



58,191Basic earnings per share:Net earnings from continuing operations

$
2.56


$
0.81


$
3.22


$
1.44Earnings from discontinued operations, net of tax














Net earnings

$
2.56


$
0.81


$
3.22


$
1.44Diluted shares:Average shares outstanding


57,819



57,649



57,788



58,191Additional shares on the potential dilution from stock options
    and nonvested restricted stock


427



810



442



78958,246



58,459



58,230



58,980Diluted earnings per share:Net earnings from continuing operations

$
2.54


$
0.80


$
3.20


$
1.42Earnings from discontinued operations, net of tax














Net earnings

$
2.54


$
0.80


$
3.20


$
1.42    6




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3.
    Acquisitions  The
    Lamson & Sessions Co.
      (In millions)Current assets (primarily receivables and inventories)

$
151Property, plant and equipment


69Long-term assets


16Goodwill and other intangible assets


409Total assets acquired


645Current liabilities


(93
)Long-term liabilities


(97
)Net assets acquired

$
455        7




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Work Force


FacilityReductions


Closures


Total(In millions)Balance at March 31, 2008

$
10.4


$
8.1


$
18.5Restructuring accrual additions










Cost/payments charged against reserves


(1.8
)


(1.2
)


(3.0
)Balance at June 30, 2008

$
8.6


$
6.9


$
15.5  8




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##### Table of Contents



Work Force


FacilityReductions


Closures


Total(In millions)Balance at December 31, 2007

$



$



$
Restructuring accrual additions


10.6



8.1



18.7Costs/payments charged against reserves


(2.0
)


(1.2
)


(3.2
)Balance at June 30, 2008

$
8.6


$
6.9


$
15.5   The Homac
    Manufacturing Company
    Boreal
    Braidings Inc.
    4.
    Share-Based
    Payment Arrangements     9




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5.
    Gain on
    Sale of Equity Interest    6.
    Income
    Taxes       10




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7.
    Comprehensive
    Income    Quarter Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007(In thousands)Net earnings

$
147,840


$
46,553


$
186,092


$
83,693Unrealized gain (loss) on interest rate swap


9,342







223



Cumulative translation adjustment


(456
)


20,936



1,251



23,583Defined benefit pension and other postretirement plans


1,736



1,035



2,185



2,035Unrealized gain (loss) on marketable securities






(1
)






(2
)Comprehensive income

$
158,462


$
68,523


$
189,751


$
109,309   8.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
       11




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Fair Value Measures (Level 3)Quarter Ended


Six months EndedJune 30, 2008


June 30, 2008(In millions)Asset (liability) at beginning of period

$
(28.3
)

$
(13.6
)Total realized/unrealized gains or losses:Included in earnings






Increase (decrease) in fair value included in other
    comprehensive income


15.1



0.4Asset (liability) at end of period

$
(13.2
)

$
(13.2
)       Forward
    Foreign Exchange Contracts
      Commodities
    Futures Contracts
   12




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9.
    Inventories    June 30,


December 31,2008


2007(In thousands)Finished goods

$
160,280


$
133,445Work-in-process


38,548



34,564Raw materials


126,011



103,980Total inventories

$
324,839


$
271,989   10.
    Debt    June 30,


December 31,2008


2007(In thousands)Revolving credit facility

$
390,000


$
420,000Unsecured notes6.63% Notes due May 2008






114,9566.39% Notes due February 2009


149,965



149,9397.25% Notes due June 2013


121,301



120,931Other, including capital leases


3,240



5,379Long-term debt (including current maturities)


664,506



811,205Less current portion


152,142



116,157Long-term debt

$
512,364


$
695,048          13




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
    a maximum leverage ratio of 4.00 to 1.00 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.               14




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11.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007(In thousands)Service cost

$
3,019


$
2,506


$
25


$
(2
)Interest cost


7,845



5,598



356



246Expected return on plan assets


(9,942
)


(7,765
)






Plan net loss (gain)


906



968



95



181Prior service cost (gain)


309



270



(56
)


(56
)Transition obligation (asset)


(3
)


(4
)


189



189Curtailment loss (gain)










(477
)


Net periodic benefit cost

$
2,134


$
1,573


$
132


$
558   Six Months EndedOtherPostretirementPension Benefits


BenefitsJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007(In thousands)Service cost

$
6,019


$
5,476


$
56


$
59Interest cost


15,218



10,914



717



490Expected return on plan assets


(19,915
)


(14,839
)






Plan net loss (gain)


1,251



2,085



170



281Prior service cost (gain)


572



529



(112
)


(112
)Transition obligation (asset)


(7
)


(8
)


383



383Curtailment loss (gain)










(477
)


Net periodic benefit cost

$
3,138


$
4,157


$
737


$
1,101      15




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12.
    Segment
    Disclosures        Quarter Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(In thousands)Net SalesElectrical

$
550,795


$
418,033


$
1,059,565


$
807,199Steel Structures


56,431



57,082



108,391



110,112HVAC


34,091



32,123



68,865



64,479Total

$
641,317


$
507,238


$
1,236,821


$
981,790Segment EarningsElectrical

$
110,826


$
84,892


$
206,947


$
161,736Steel Structures


10,545



9,955



20,587



19,945HVAC


6,160



5,123



11,795



10,812Segment earnings


127,531



99,970



239,329



192,493Corporate expense


(3,572
)


(13,852
)


(16,834
)


(31,294
)Depreciation and amortization expense


(21,158
)


(12,772
)


(43,198
)


(25,116
)Share-based compensation expense


(3,315
)


(3,071
)


(9,835
)


(8,272
)Interest expense, net and other (expense) income, net


(12,438
)


(2,806
)


(26,047
)


(6,517
)Gain on sale of equity interest


169,684







169,684



Earnings before income taxes

$
256,732


$
67,469


$
313,099


$
121,294  16




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13.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
             17




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Other
    Legal Matters
    Guarantee
    and Indemnification Arrangements
     18




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##### Table of Contents



Quarter Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(In thousands)Balance at beginning of period

$
4,057


$
1,341


$
3,894


$
1,737Liabilities accrued for warranties issued
    during the period


1,160



339



1,635



622Deductions for warranty claims paid
    during the period


(1,287
)


(387
)


(1,854
)


(1,232
)Changes in liability for pre-existing warranties during the
    period, including expirations


(165
)


119



90



285Balance at end of period

$
3,765


$
1,412


$
3,765


$
1,412     14.
    Recently
    Issued Accounting Standards         19




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15.
    Subsequent
    Event   20




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
  Introduction
    Critical
    Accounting Policies
  Form 10-K
  
    Revenue Recognition:  The Corporation
    recognizes revenue when products are shipped and the customer
    takes ownership and assumes risk of loss, collection of the
    relevant receivable is probable, persuasive evidence of an
    arrangement exists and the sales price is fixed or determinable.
    The Corporation also recognizes revenue for service agreements
    associated with its Power Solutions business over the applicable
    service periods. Sales discounts, quantity and price rebates,
    and allowances are estimated based on contractual commitments
    and experience and recorded in the period as a reduction of
    revenue in which the sale is recognized. Quantity rebates are in
    the form of volume incentive discount plans, which include
    specific sales volume targets or year-over-year sales volume
    growth targets for specific customers. Certain distributors can
    take advantage of price rebates by subsequently reselling the
    Corporations products into targeted construction projects
    or markets. Following a distributors sale of an eligible
    product, the distributor submits a claim for a price rebate. The
    Corporation provides additional allowances for bad debts when
    circumstances dictate. A number of distributors, primarily in
    the Electrical segment, have the right to return goods under
    certain circumstances and those returns, which are reasonably
    estimable, are accrued as a reduction of revenue at the time of
    shipment. Management analyzes historical returns and allowances,
    current economic trends and specific customer circumstances when
    evaluating the adequacy of accounts receivable related reserves
    and accruals.
    Inventory Valuation:  Inventories are stated at
    the lower of cost or market. Cost is determined using the
    first-in,
    first-out (FIFO) method. To ensure inventories are carried at
    the lower of cost or market, the Corporation periodically
    evaluates the carrying value of its inventories. The Corporation
    also periodically performs an evaluation of inventory for excess
    and obsolete items. Such evaluations are based on
    managements judgment and use of estimates. Such estimates
    incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts for particular product groupings,
    planned dispositions of product lines and overall industry
    trends.
    Goodwill and Other Intangible Assets:  We
    follow the provisions of SFAS No. 142, Goodwill
    and Other Intangible Assets. SFAS No. 142
    requires a transitional and annual test of goodwill and
    indefinite lived assets associated with reporting units for
    indications of 21




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impairment. 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. We determine the fair value of our reporting
    units using a combination of three valuation methods: market
    multiple approach; discounted cash flow approach; and comparable
    transactions approach. The market multiple approach provides
    indications of value based on market multiples for public
    companies involved in similar lines of business. The discounted
    cash flow approach calculates the present value of projected
    future cash flows using appropriate discount rates. The
    comparable transactions approach provides indications of value
    based on an examination of recent transactions in which
    companies in similar lines of business were acquired. To the
    extent a reporting units carrying amount exceeds its fair
    value, an indication exists that the reporting units
    goodwill may be impaired and the Corporation must perform a
    second more detailed impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of its recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.  
    Long-Lived Assets:  We follow the provisions of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, the
    Corporation evaluates assets at the lowest level of identifiable
    cash flows for associated product groups. The Corporation
    reviews long-lived assets to be
    held-and-used
    for impairment annually or whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. Indications of impairment require
    significant judgment by management. If the sum of the
    undiscounted expected future cash flows over the remaining
    useful life of the primary asset in the associated product
    groups is less than the carrying amount of the assets, the
    assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, we estimate fair values using the expected
    future cash flows discounted at a rate commensurate with the
    risks associated with the recovery of the assets. Assets to be
    disposed of are reported at the lower of carrying amount or fair
    value less costs to sell.
    Pension and Other Postretirement Benefit Plan Actuarial
    Assumptions:We follow the provisions of
    SFAS No. 87, Employers Accounting for
    Pensions, SFAS No. 88, Employers
    Accounting for Settlements and Curtailments of Defined Benefit
    Pension Plans and for Termination Benefits,
    SFAS No. 106, Employers Accounting for
    Postretirement Benefits Other than Pensions,
    SFAS No. 132 (Revised), Employers
    Disclosures about Pensions and Other Postretirement
    Benefits and SFAS No. 158, Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans. For purposes of calculating pension and
    postretirement medical benefit obligations and related costs,
    the Corporation uses certain actuarial assumptions. Two critical
    assumptions, the discount rate and the expected return on plan
    assets, are important elements of expense
    and/or
    liability measurement. We evaluate these assumptions annually.
    Other assumptions include employee demographic factors
    (retirement patterns, mortality and turnover), rate of
    compensation increase and the healthcare 22




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##### Table of Contents



cost trend rate. See additional information contained in
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Qualified Pension Plans.  
    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
    June 30, 2008, 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.  2008
    Outlook
       23




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##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended June 30,2008


2007% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
641,317



100.0


$
507,238



100.0Cost of sales


441,342



68.8



352,431



69.5Gross profit


199,975



31.2



154,807



30.5Selling, general and administrative


100,489



15.7



84,532



16.6Earnings from operations


99,486



15.5



70,275



13.9Interest expense, net


(11,768
)


(1.9
)


(3,446
)


(0.7
)Other (expense) income, net


(670
)


(0.1
)


640



0.1Gain on sale of equity interest


169,684



26.5







Earnings before income taxes


256,732



40.0



67,469



13.3Income tax provision


108,692



16.9



20,916



4.1Net earnings from continuing operations


148,040



23.1



46,553



9.2Loss from discontinued operations, net


(200
)










Net earnings

$
147,840



23.1


$
46,553



9.2Basis earnings per share:Continuing operations

$
2.56






$
0.81Discontinued operations










Net earnings

$
2.56






$
0.81Diluted earnings per share:Continuing operations

$
2.54






$
0.80Discontinued operations










Net earnings

$
2.54






$
0.80   24




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##### Table of Contents



Six Months Ended June 30,2008


2007% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
1,236,821



100.0


$
981,790



100.0Cost of sales


850,585



68.8



682,118



69.5Gross profit


386,236



31.2



299,672



30.5Selling, general and administrative


216,774



17.5



171,861



17.5Earnings from operations


169,462



13.7



127,811



13.0Interest expense, net


(24,100
)


(1.9
)


(6,997
)


(0.7
)Other (expense) income, net


(1,947
)


(0.2
)


480



0.1Gain on sale of equity interest


169,684



13.7







Earnings before income taxes


313,099



25.3



121,294



12.4Income tax provision


126,898



10.2



37,601



3.9Net earnings from continuing operations


186,201



15.1



83,693



8.5Loss from discontinued operations, net


(109
)


(0.1
)






Net earnings

$
186,092



15.0


$
83,693



8.5Basis earnings per share:Continuing operations

$
3.22






$
1.44Discontinued operations










Net earnings

$
3.22






$
1.44Diluted earnings per share:Continuing operations

$
3.20






$
1.42Discontinued operations










Net earnings

$
3.20






$
1.42   2008
    Compared with 2007
  Overview
     25




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##### Table of Contents



pre-tax
  current-year
  Net
    Sales and Gross Profit
      Expenses
  prior-year
  Interest
    Expense, Net
   26




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##### Table of Contents



Income
    Taxes
    Net
    Earnings
    Summary
    of Segment Results
  Net
    Sales
  Quarter Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
550,795



85.9


$
418,033



82.4


$
1,059,565



85.7


$
807,199



82.2Steel Structures


56,431



8.8



57,082



11.3



108,391



8.7



110,112



11.2HVAC


34,091



5.3



32,123



6.3



68,865



5.6



64,479



6.6$
641,317



100.0


$
507,238



100.0


$
1,236,821



100.0


$
981,790



100.0  27




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##### Table of Contents



Segment
    Earnings
  Quarter Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
110,826



20.1


$
84,892



20.3


$
206,947



19.5


$
161,736



20.0Steel Structures


10,545



18.7



9,955



17.4



20,587



19.0



19,945



18.1HVAC


6,160



18.1



5,123



15.9



11,795



17.1



10,812



16.8Segment earnings


127,531



19.9



99,970



19.7



239,329



19.4



192,493



19.6Corporate expense


(3,572
)






(13,852
)






(16,834
)






(31,294
)Depreciation and amortization expense


(21,158
)






(12,772
)






(43,198
)






(25,116
)Share-based compensation expense


(3,315
)






(3,071
)






(9,835
)






(8,272
)Interest expense, net and other (expense) income, net


(12,438
)






(2,806
)






(26,047
)






(6,517
)Gain on sale of equity interest


169,684















169,684







Earnings before income taxes

$
256,732






$
67,469






$
313,099






$
121,294       Electrical
    Segment
      Other
    Segments
   28




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##### Table of Contents



Liquidity
    and Capital Resources
      Six Months EndedJune 30,2008


2007(In thousands)Net cash provided by (used in) operating activities

$
84,480


$
90,790Net cash provided by (used in) investing activities


199,167



(17,332
)Net cash provided by (used in) financing activities


(144,756
)


(109,315
)Effect of exchange-rate changes on cash


(732
)


3,041Net increase (decrease) in cash and cash equivalents

$
138,159


$
(32,816
)   Operating
    Activities
  year-over-year
 29




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##### Table of Contents



Investing
    Activities
        Financing
    Activities
    $750 million
    Credit Facility
    Quantitative and Qualitative Disclosures about
    Market Risk.
   30




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##### Table of Contents




    a maximum leverage ratio of 4.00 to 1.00 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.      Other
    Credit Facilities
      Other
    Letters of Credit
    Compliance
    and Availability
      Credit
    Ratings
   31




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##### Table of Contents



Debt
    Securities
    Issue Date

Amount

Interest Rate

Interest Payable

Maturity DateFebruary 1999

$
150 million



6.39
%

March 1 and September 1

February 2009May 2003

$
125 million



7.25
%

June 1 and December 1

June 2013     Other
        The
    Lamson & Sessions Co. Restructuring and Integration
    Plan
   32




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##### Table of Contents



Off-Balance
    Sheet Arrangements
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
  Interest
    Rate Swap
     33




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##### Table of Contents



Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   34




---



##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K,
 Item 1A.  Risk
    Factors  Form 10-K
  Item 2.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    Issuer
    Purchases of Equity Securities
  Total Number

Maximumof Common

NumberShares

of CommonTotal

Average

Purchased

Shares thatNumber of

Price Paid

as Part of

May Yet BeCommon

per

Publicly

PurchasedShares

Common

Announced

UnderPeriod

Purchased

Share

Plans

the PlansMarch 2007 PlanTotal for the quarter ended
    June 30, 2008





$








2,799,300    35




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    1.


Nominees for Director

For


WithheldJeananne K. Hauswald


49,072,671



2,910,007Dean Jernigan


50,933,818



1,048,860Ronald B. Kalich, Sr.


49,334,095



2,648,583Kenneth R. Masterson


49,075,491



2,907,187Dominic J. Pileggi.


50,478,449



1,504,229Jean-Paul Richard


50,837,409



1,145,269Kevin L. Roberg


50,928,879



1,053,799David D. Stevens


50,936,832



1,045,846William H. Waltrip


50,694,904



1,287,774   Form 8-K
  2.
    For the
    proposal to ratify the appointment of KPMG LLP as the
    independent registered public accounting firm, received:  For


51,529,785Against


363,463Abstentions


89,430Broker non-votes


0   3.
    For the
    proposal to approve the Thomas & Betts Corporation
    Management Incentive Plan as amended and adopted by the Board of
    Directors:  For


50,566,948Against


883,571Abstentions


532,159Broker non-votes


0   4.
    For the
    proposal to approve the Thomas & Betts Corporation
    2008 Stock Incentive Plan as adopted by the Board of Directors:  For


36,692,718Against


10,071,917Abstentions


648,503Broker non-votes


4,569,541   Item 6.
    Exhibits   36




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
   By:
    /s/  Kenneth
    W. Fluke         (principal financial officer)
   37




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##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit10
.1

Thomas & Betts Corporation Management Incentive Plan (Filed
    as an Exhibit to Registrants Current Report on
    Form 8-K
    dated May 7, 2008 and incorporated herein by reference).10
.2

Thomas & Betts Corporation 2008 Stock Incentive Plan (Filed
    as an Exhibit to Registrants Current
    Form 8-K
    dated May 7, 2008 and incorporated herein by reference).10
.3

Minority Stock Purchase Agreement by and between Leviton
    Manufacturing Co., Inc. and Thomas & Betts Corporation
    dated as of June 24, 2008 (Filed as Exhibit to
    Registrants Current Report on
    Form 8-K
    dated June 24, 2008 and incorporated herein by reference).12


Statement re Computation of Ratio of Earnings to Fixed Charges23
.1

Consent of Independent Registered Public Accounting Firm (Filed
    as an Exhibit to Registrants
    Form S-8
    dated May 7, 2008 and incorporated herein by reference).23
.2

Consent of W. David Smith, Jr. (Filed as an Exhibit to
    Registrants
    Form S-8
    dated May 7, 2008 and incorporated herein by reference).31
.1

Certification of Principal Executive Officer Under Securities
    Exchange Act
    Rules 13a-14(a)
    or 15d-14(a)31
.2

Certification of Principal Financial Officer Under Securities
    Exchange Act
    Rules 13a-14(a)
    or 15d-14(a)32
.1

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

Certification of Principal Financial Officer Pursuant to Rule
    13a-14(b) or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. §1350 and not filed as part of
    the Report or as a separate disclosure document.  38