##### 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
    March 31, 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 April 30,
    2008Common Stock, $.10 par value

58,137,802




---



##### 





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

Financial Statements  Unaudited:


3Consolidated Statements of Operations
    for the Quarters Ended March 31, 2008 and March 31,
    2007


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


4Consolidated Statements of Cash Flows
    for the Quarters Ended March 31, 2008 and March 31,
    2007


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


19ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


29ITEM 4.

Controls and Procedures


30PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


31ITEM 1A.

Risk Factors


31ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


31ITEM 5.

Other Information


31ITEM 6.

Exhibits


31SIGNATURE


32EXHIBIT INDEX


33Statement 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




---



##### Table of Contents



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




---



##### 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 EndedMarch 31,2008


2007Net sales

$
595,504


$
474,552Cost of sales


409,243



329,687Gross profit


186,261



144,865Selling, general and administrative


116,285



87,329Earnings from operations


69,976



57,536Interest expense, net


(12,332
)


(3,551
)Other (expense) income, net


(1,277
)


(160
)Earnings before income taxes


56,367



53,825Income tax provision


18,206



16,685Net earnings from continuing operations


38,161



37,140Earnings from discontinued operations, net


91



Net earnings

$
38,252


$
37,140Basic earnings per share:Continuing operations

$
0.66


$
0.63Discontinued operations






Net earnings

$
0.66


$
0.63Diluted earnings per share:Continuing operations

$
0.66


$
0.63Discontinued operations






Net earnings

$
0.66


$
0.63Average shares outstanding:Basic


57,759



58,593Diluted


58,192



59,393    3




---



##### Table of Contents



Thomas &
    Betts Corporation and Subsidiaries
    Consolidated Balance Sheets
    (In thousands)
    (Unaudited)  March 31,


December 31,2008


2007ASSETSCurrent AssetsCash and cash equivalents

$
110,180


$
149,926Restricted cash


16,569



16,683Marketable securities


211



221Receivables, net


318,838



280,948Inventories


321,314



271,989Deferred income taxes


47,910



57,278Prepaid expenses


15,699



22,392Assets of discontinued operations


99,906



106,478Total Current Assets


930,627



905,915Gross property, plant and equipment


938,002



915,944Less accumulated depreciation


(621,132
)


(609,985
)Net property, plant and equipment


316,870



305,959Goodwill


925,927



873,574Other intangible assets:Amortizable


216,962



202,335Indefinite lived


112,131



101,643Total other intangible assets


329,093



303,978Investments in unconsolidated companies


115,670



115,300Other assets


66,417



63,060Total Assets

$
2,684,604


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

$
267,629


$
116,157Accounts payable


193,580



180,333Accrued liabilities


155,020



143,606Income taxes payable


11,217



10,731Liabilities of discontinued operations


23,436



18,146Total Current Liabilities


650,882



468,973Long-Term LiabilitiesLong-term debt


590,123



695,048Deferred income taxes


37,189



48,888Other long-term liabilities


138,261



125,943Contingencies (Note 12)Shareholders EquityCommon stock


5,779



5,770Additional paid-in capital


215,607



207,690Retained earnings


1,040,249



1,001,997Accumulated other comprehensive income


6,514



13,477Total Shareholders Equity


1,268,149



1,228,934Total Liabilities and Shareholders Equity

$
2,684,604


$
2,567,786    4




---



##### Table of Contents



Thomas &
    Betts Corporation and Subsidiaries
    Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)  Quarter EndedMarch 31,2008


2007Cash Flows from Operating Activities:Net earnings

$
38,252


$
37,140Adjustments:Depreciation and amortization


22,040



12,344Share-based compensation expense


6,520



5,201Deferred income taxes


729



5,042Incremental tax benefits from share-based payment arrangements


(489
)


(1,003
)Changes in operating assets and liabilities, net:Receivables


(30,605
)


(32,100
)Inventories


(32,606
)


(1,895
)Accounts payable


14,114



7,100Accrued liabilities


(10,873
)


(4,172
)Income taxes payable


711



927Other


3,901



4,589Net cash provided by (used in) operating activities


11,694



33,173Cash Flows from Investing Activities:Purchases of property, plant and equipment


(8,139
)


(6,392
)Purchases of businesses, net of cash acquired


(90,583
)


Other


191



149Net cash provided by (used in) investing activities


(98,531
)


(6,243
)Cash Flows from Financing Activities:Proceeds from long-term debt and other borrowings


76,510



Repayment of long-term debt and other borrowings


(30,162
)


(137
)Stock options exercised


467



4,604Incremental tax benefits from share-based payment arrangements


489



1,003Repurchase of common shares






(93,541
)Net cash provided by (used in) financing activities


47,304



(88,071
)Effect of exchange-rate changes on cash


(213
)


39Net increase (decrease) in cash and cash equivalents


(39,746
)


(61,102
)Cash and cash equivalents, beginning of period


149,926



370,968Cash and cash equivalents, end of period

$
110,180


$
309,866Cash payments for interest

$
11,346


$
4,994Cash payments for income taxes

$
8,871


$
10,739   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 5




---



##### 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 EndedMarch 31,2008


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

$
38,161


$
37,140Earnings from discontinued operations, net of tax


91



Net earnings

$
38,252


$
37,140Basic shares:Average shares outstanding


57,759



58,593Basic earnings per share:Net earnings from continuing operations

$
0.66


$
0.63Earnings from discontinued operations, net of tax






Net earnings

$
0.66


$
0.63Diluted shares:Average shares outstanding


57,759



58,593Additional shares on the potential dilution from stock options
    and nonvested restricted stock


433



80058,192



59,393Diluted earnings per share:Net earnings from continuing operations

$
0.66


$
0.63Earnings from discontinued operations, net of tax






Net earnings

$
0.66


$
0.63  6




---



##### Table of Contents



3.
    Acquisitions  The
    Lamson & Sessions Co.
  wholly-owned
    (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




---



##### 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


(0.2
)






(0.2
)Balance at March 31, 2008

$
10.4


$
8.1


$
18.5   The Homac
    Manufacturing Company
    Boreal
    Braidings Inc.
   8




---



##### Table of Contents



4.
    Share-Based
    Payment Arrangements      5.
    Income
    Taxes      6.
    Comprehensive
    Income    Quarter EndedMarch 31,2008


2007(In thousands)Net earnings

$
38,252


$
37,140Unrealized gain (loss) on interest rate swap


(9,119
)


Cumulative translation adjustment


1,707



2,647Defined benefit pension and other postretirement plans


449



1,000Unrealized gain (loss) on marketable securities






(1
)Comprehensive income

$
31,289


$
40,786  9




---



##### Table of Contents



7.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
          Fair Value MeasuresUsing SignificantUnobservable Inputs(Level 3)(In millions)Asset (liability) at December 31, 2007

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


Reduction in fair value included in other comprehensive income


(14.7
)Asset (liability) at March 31, 2008

$
(28.3
)  10




---



##### Table of Contents



Forward
    Foreign Exchange Contracts
      Commodities
    Futures Contracts
    8.
    Inventories    March 31,


December 31,2008


2007(In thousands)Finished goods

$
157,157


$
133,445Work-in-process


40,062



34,564Raw materials


124,095



103,980Total inventories

$
321,314


$
271,989  11




---



##### Table of Contents



9.
    Debt    March 31,


December 31,2008


2007(In thousands)Revolving credit facility(a)

$
465,000


$
420,000Unsecured notes6.63% Notes due 2008(b)(c)


114,989



114,9566.39% Notes due 2009(b)


149,952



149,9397.25% Notes due 2013(b)


121,116



120,931Other, including capital leases


6,695



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


857,752



811,205Less current portion


267,629



116,157Long-term debt

$
590,123


$
695,048    (a)
    
    Interest is paid monthly.(b)
    
    Interest is paid semi-annually.(c)
    
    Notes are due May 7, 2008.          
    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.   12




---



##### Table of Contents



10.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsMarch 31,


March 31,


March 31,


March 31,2008


2007


2008


2007(In thousands)Service cost

$
3,000


$
2,970


$
31


$
61Interest cost


7,373



5,316



361



244Expected return on plan assets


(9,973
)


(7,074
)






Plan net loss (gain)


345



1,117



75



100Prior service cost (gain)


263



259



(56
)


(56
)Transition obligation (asset)


(4
)


(4
)


194



194Net periodic benefit cost

$
1,004


$
2,584


$
605


$
543  13




---



##### Table of Contents



11.
    Segment
    Disclosures          14




---



##### Table of Contents



Quarter EndedMarch 31,2008


2007(In thousands)Net SalesElectrical

$
508,770


$
389,166Steel Structures


51,960



53,030HVAC


34,774



32,356Total

$
595,504


$
474,552Segment EarningsElectrical

$
96,121


$
76,844Steel Structures


10,042



9,990HVAC


5,635



5,689Segment earnings


111,798



92,523Corporate expense


(13,262
)


(17,442
)Depreciation and amortization expense


(22,040
)


(12,344
)Share-based compensation expense


(6,520
)


(5,201
)Interest expense, net and other expense


(13,609
)


(3,711
)Earnings before income taxes

$
56,367


$
53,825   12.
    Contingencies  Legal
    Proceedings
  Kaiser
    Litigation
     15




---



##### Table of Contents



Other
    Legal Matters
    Guarantee
    and Indemnification Arrangements
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others
 16




---



##### Table of Contents



Quarter EndedMarch 31,2008


2007(In thousands)Balance at beginning of period

$
3,894


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


475



283Deductions for warranty claims paid during the period


(567
)


(845
)Changes in liability for pre-existing warranties during the
    period, including expirations


255



166Balance at end of period

$
4,057


$
1,341     13.
    Recently
    Issued Accounting Standards       17




---



##### Table of Contents



14.  Subsequent
    Event
   18




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
  Introduction
    Critical
    Accounting Policies
  Form 10-K
  
    Revenue Recognition:  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 19




---



##### Table of Contents



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 20




---



##### 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
    March 31, 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
           21




---



##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended March 31,2008


2007% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
595,504



100.0


$
474,552



100.0Cost of sales


409,243



68.7



329,687



69.5Gross profit


186,261



31.3



144,865



30.5Selling, general and administrative


116,285



19.5



87,329



18.4Earnings from operations


69,976



11.8



57,536



12.1Interest expense, net


(12,332
)


(2.1
)


(3,551
)


(0.8
)Other (expense) income, net


(1,277
)


(0.2
)


(160
)


Earnings before income taxes


56,367



9.5



53,825



11.3Income tax provision


18,206



3.1



16,685



3.5Net earnings from continuing operations


38,161



6.4



37,140



7.8Earnings from discontinued operations, net


91











Net earnings

$
38,252



6.4


$
37,140



7.8Basis earnings per share:Continuing operations

$
0.66






$
0.63Discontinued operations










Net earnings

$
0.66






$
0.63Diluted earnings per share:Continuing operations

$
0.66






$
0.63Discontinued operations










Net earnings

$
0.66






$
0.63   2008
    Compared with 2007
  Overview
   22




---



##### Table of Contents



prior-year one-time
      Net
    Sales and Gross Profit
    one-time
  Expenses
  one-time
  Interest
    Expense, Net
   23




---



##### Table of Contents



Income
    Taxes
    Net
    Earnings
  pre-tax, one-time pre-tax,
  Summary
    of Segment Results
  Net
    Sales
  Quarter Ended March 31,2008


2007In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
508,770



85.5


$
389,166



82.0Steel Structures


51,960



8.7



53,030



11.2HVAC


34,774



5.8



32,356



6.8$
595,504



100.0


$
474,552



100.0   Segment
    Earnings
  Quarter Ended March 31,2008


2007In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
96,121



18.9


$
76,844



19.7Steel Structures


10,042



19.3



9,990



18.8HVAC


5,635



16.2



5,689



17.6Segment earnings


111,798



18.8



92,523



19.5Corporate expense


(13,262
)






(17,442
)Depreciation and amortization expense


(22,040
)






(12,344
)Share-based compensation expense


(6,520
)






(5,201
)Interest expense, net and other expense


(13,609
)






(3,711
)Earnings before income taxes

$
56,367






$
53,825  24




---



##### Table of Contents



Electrical
    Segment
    prior-year
  Other
    Segments
      
 Liquidity
    and Capital Resources
   25




---



##### Table of Contents



Quarter EndedMarch 31,2008


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

$
11,694


$
33,173Net cash provided by (used in) investing activities


(98,531
)


(6,243
)Net cash provided by (used in) financing activities


47,304



(88,071
)Effect of exchange-rate changes on cash


(213
)


39Net increase (decrease) in cash and cash equivalents

$
(39,746
)

$
(61,102
)   Operating
    Activities
    Investing
    Activities
      Financing
    Activities
     26




---



##### Table of Contents



$750 million
    Credit Facility
    Quantitative and Qualitative Disclosures
    about Market Risk
      
    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
   27




---



##### Table of Contents



Compliance
    and Availability
      Credit
    Ratings
    Debt
    Securities
    Issue Date

Amount


Interest Rate


Interest Payable

Maturity DateMay 1998

$
115 million



6.63%


May 1 and November 1

May 2008(a)February 1999

$
150 million



6.39%


March 1 and September 1

February 2009May 2003

$
125 million



7.25%


June 1 and December 1

June 2013    (a)
    
    The Corporation currently intends to repay the $115 million
    senior unsecured debt securities due May 2008 through the use of
    borrowings under the Corporations $750 million credit
    facility.    Other
       28




---



##### Table of Contents



The
    Lamson & Sessions Co. Restructuring and Integration
    Plan
    Off-Balance
    Sheet Arrangements
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
  Interest
    Rate Swap
   29




---



##### Table of Contents



Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   30




---



##### 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 March 31, 2008





$








2,799,300   Item 5.
    Other
    Information    Item 6.
    Exhibits   31




---



##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
  Date: May 5, 2008
 32




---



##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit12


Statement re Computation of Ratio of Earnings to Fixed Charges31
.1

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

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

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

Certification of Principal Financial Officer Pursuant to
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. §1350 and not filed as part of
    the Report or as a separate disclosure document.  33