##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 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
  Rule 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 October 27,
    2008Common Stock, $.10 par value

55,906,233




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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 
    Nine Months Ended September 30, 2008 and September 30,
    2007


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


4Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2008 and
    September 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


34ITEM 4.

Controls and Procedures


35PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


36ITEM 1A.

Risk Factors


36ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


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 SubsidiariesConsolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
  Quarter Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Net sales

$
665,679


$
552,704


$
1,902,500


$
1,534,494Cost of sales


457,406



381,984



1,307,991



1,064,102Gross profit


208,273



170,720



594,509



470,392Selling, general and administrative


106,918



88,759



323,692



260,620Earnings from operations


101,355



81,961



270,817



209,772Interest expense, net


(9,355
)


(5,759
)


(33,455
)


(12,756
)Other (expense) income, net


(469
)


(1,925
)


(2,416
)


(1,445
)Gain on sale of equity interest










169,684



Earnings before income taxes


91,531



74,277



404,630



195,571Income tax provision


28,375



23,026



155,273



60,627Net earnings from continuing operations


63,156



51,251



249,357



134,944Earnings (loss) from discontinued operations, net


(997
)






(1,106
)


Net earnings

$
62,159


$
51,251


$
248,251


$
134,944Basic earnings (loss) per share:Continuing operations

$
1.11


$
0.89


$
4.35


$
2.33Discontinued operations


(0.01
)






(0.02
)


Net earnings

$
1.10


$
0.89


$
4.33


$
2.33Diluted earnings (loss) per share:Continuing operations

$
1.11


$
0.88


$
4.31


$
2.30Discontinued operations


(0.02
)






(0.02
)


Net earnings

$
1.09


$
0.88


$
4.29


$
2.30Average shares outstanding:Basic


56,678



57,544



57,339



58,004Diluted


57,142



58,309



57,802



58,796    3




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Balance Sheets
    (In thousands)
    (Unaudited)
  September 30,


December 31,2008


2007ASSETSCurrent AssetsCash and cash equivalents

$
202,910


$
149,926Restricted cash


8,549



16,683Receivables, net


345,606



280,948Inventories


320,186



271,989Deferred income taxes


45,601



57,278Other assets


16,660



22,613Assets of discontinued operations


39,465



106,478Total Current Assets


978,977



905,915Gross property, plant and equipment


948,476



915,944Less accumulated depreciation


(636,722
)


(609,985
)Net property, plant and equipment


311,754



305,959Goodwill


922,623



873,574Other intangible assets:Amortizable


199,219



197,727Indefinite lived


115,772



101,643Total other intangible assets


314,991



299,370Investments in unconsolidated companies


5,048



115,300Other assets


61,402



67,668Total Assets

$
2,594,795


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

$
152,130


$
116,157Accounts payable


197,805



180,333Accrued liabilities


137,248



143,606Income taxes payable


50,144



10,731Liabilities of discontinued operations


10,728



18,146Total Current Liabilities


548,055



468,973Long-Term LiabilitiesLong-term debt


512,479



695,048Deferred income taxes


40,092



48,888Other long-term liabilities


123,670



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


5,556



5,770Additional paid-in capital


121,983



207,690Retained earnings


1,250,248



1,001,997Accumulated other comprehensive income


(7,288
)


13,477Total Shareholders Equity


1,370,499



1,228,934Total Liabilities and Shareholders Equity

$
2,594,795


$
2,567,786    4




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
  Nine Months EndedSeptember 30,2008


2007Cash Flows from Operating Activities:Net earnings

$
248,251


$
134,944Adjustments:Depreciation and amortization


61,771



40,334Share-based compensation expense


12,151



10,558Deferred income taxes


(6,855
)


8,272Incremental tax benefits from share-based payment arrangements


(609
)


(6,104
)Pre-tax gain on sale of equity interest


(169,684
)


Changes in operating assets and liabilities, net:Receivables


(66,840
)


(53,131
)Inventories


(37,781
)


(9,951
)Accounts payable


24,263



11,539Accrued liabilities


(16,216
)


15,236Income taxes payable


40,987



11,546Lamson & Sessions Co. change in control payments


(12,685
)


Other


9,687



1,148Net cash provided by (used in) operating activities


86,440



164,391Cash Flows from Investing Activities:Purchases of property, plant and equipment


(29,839
)


(26,377
)Purchases of businesses, net of cash acquired


(90,571
)


(304,855
)Proceeds from sale of businesses, net


51,619



Proceeds from sale of equity interest, net


280,000



Restricted cash used for change in control payments


8,134



Other


412



353Net cash provided by (used in) investing activities


219,755



(330,879
)Cash Flows from Financing Activities:Repurchase of common shares


(100,572
)


(132,958
)Revolving credit facility proceeds (repayments), net


(30,000
)


Repayment of debt and other borrowings


(120,073
)


(266
)Stock options exercised


1,883



22,230Incremental tax benefits from share-based payment arrangements


609



6,104Net cash provided by (used in) financing activities


(248,153
)


(104,890
)Effect of exchange-rate changes on cash


(5,058
)


5,089Net increase (decrease) in cash and cash equivalents


52,984



(266,289
)Cash and cash equivalents, beginning of period


149,926



370,968Cash and cash equivalents, end of period

$
202,910


$
104,679Cash payments for interest

$
37,391


$
18,803Cash payments for income taxes

$
114,389


$
41,511   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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


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

$
63,156


$
51,251


$
249,357


$
134,944Earnings (loss) from discontinued operations,
    net of tax


(997
)






(1,106
)


Net earnings

$
62,159


$
51,251


$
248,251


$
134,944Basic shares:Average shares outstanding


56,678



57,544



57,339



58,004Basic earnings per share:Net earnings from continuing operations

$
1.11


$
0.89


$
4.35


$
2.33Earnings (loss) from discontinued operations,
    net of tax


(0.01
)






(0.02
)


Net earnings

$
1.10


$
0.89


$
4.33


$
2.33Diluted shares:Average shares outstanding


56,678



57,544



57,339



58,004Additional shares on the potential dilution from stock options
    and nonvested restricted stock


464



765



463



79257,142



58,309



57,802



58,796Diluted earnings per share:Net earnings from continuing operations

$
1.11


$
0.88


$
4.31


$
2.30Earnings (loss) from discontinued operations,
    net of tax


(0.02
)






(0.02
)


Net earnings

$
1.09


$
0.88


$
4.29


$
2.30  6




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

$
153Property, plant and equipment


64Long-term assets


16Goodwill and other intangible assets


417Total assets acquired


650Current liabilities


(92
)Long-term liabilities


(103
)Net assets acquired

$
455       held-for-sale
 7




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Work Force


FacilityReductions


Closures


Total(In millions)Balance at June 30, 2008

$
8.6


$
6.9


$
15.5Restructuring accrual additions










Cost/payments charged against reserves


(1.3
)


(0.9
)


(2.2
)Balance at September 30, 2008

$
7.3


$
6.0


$
13.3  8




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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


(3.3
)


(2.1
)


(5.4
)Balance at September 30, 2008

$
7.3


$
6.0


$
13.3   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


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(In thousands)Net earnings

$
62,159


$
51,251


$
248,251


$
134,944Unrealized gain (loss) on interest rate swap


(1,139
)






(916
)


Cumulative translation adjustment


(23,816
)


22,721



(22,565
)


46,304Defined benefit pension and other postretirement plans


531



1,017



2,716



3,052Unrealized gain (loss) on marketable securities






(1
)






(3
)Comprehensive income

$
37,735


$
74,988


$
227,486


$
184,297   8.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
       11




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Fair Value Measures (Level 3)Quarter Ended


Nine Months EndedSeptember 30,
    2008


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

$
(13.2
)

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






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


(1.8
)


(1.4
)Asset (liability) at end of period

$
(15.0
)

$
(15.0
)       Forward
    Foreign Exchange Contracts
      Commodities
    Futures Contracts
   12




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9.
    Inventories    September 30,


December 31,2008


2007(In thousands)Finished goods

$
151,258


$
133,445Work-in-process


37,923



34,564Raw materials


131,005



103,980Total inventories

$
320,186


$
271,989   10.
    Debt    September 30,


December 31,2008


2007(In thousands)Revolving credit facility

$
390,000


$
420,000Unsecured notes 
    6.63% Notes due May 2008






114,9566.39% Notes due February 2009


149,978



149,9397.25% Notes due June 2013


121,486



120,931Other, including capital leases


3,145



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


664,609



811,205Less current portion


152,130



116,157Long-term debt

$
512,479


$
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


BenefitsSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(In thousands)Service cost

$
2,867


$
2,862


$
2


$
29Interest cost


7,613



5,500



312



245Expected return on plan assets


(9,706
)


(7,420
)






Plan net loss (gain)


625



1,043



(24
)


141Prior service cost (gain)


286



265



(63
)


(56
)Transition obligation (asset)


(4
)


(4
)


192



192Net periodic benefit cost

$
1,681


$
2,246


$
419


$
551   Nine Months EndedOtherPostretirementPension Benefits


BenefitsSeptember 30,


September 30,


September 30,


September 30,2008


2007


2008


2007(In thousands)Service cost

$
8,886


$
8,338


$
58


$
88Interest cost


22,831



16,414



1,029



735Expected return on plan
    assets


(29,621
)


(22,259
)






Plan net loss (gain)


1,876



3,128



146



422Prior service cost (gain)


858



794



(175
)


(168
)Transition obligation
    (asset)


(11
)


(12
)


575



575Curtailment loss (gain)










(477
)


Net periodic benefit cost

$
4,819


$
6,403


$
1,156


$
1,652      15




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12.
    Segment
    Disclosures        Quarter Ended


Nine Months EndedSeptember 30,


September 30,(In thousands)

2008


2007


2008


2007Net SalesElectrical

$
578,817


$
461,585


$
1,638,382


$
1,268,784Steel Structures


55,700



57,959



164,091



168,071HVAC


31,162



33,160



100,027



97,639Total

$
665,679


$
552,704


$
1,902,500


$
1,534,494Segment EarningsElectrical

$
119,146


$
94,592


$
326,093


$
256,328Steel Structures


9,032



10,954



29,619



30,899HVAC


5,349



6,180



17,144



16,992Segment earnings


133,527



111,726



372,856



304,219Corporate expense


(11,283
)


(12,261
)


(28,117
)


(43,555
)Depreciation and amortization expense


(18,573
)


(15,218
)


(61,771
)


(40,334
)Share-based compensation expense


(2,316
)


(2,286
)


(12,151
)


(10,558
)Interest expense, net and other (expense) income, net


(9,824
)


(7,684
)


(35,871
)


(14,201
)Gain on sale of equity interest










169,684



Earnings before income taxes

$
91,531


$
74,277


$
404,630


$
195,571  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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Quarter Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(In thousands)Balance at beginning of period

$
3,765


$
1,412


$
3,894


$
1,737Acquired liabilities for warranties






2,070







2,070Liabilities accrued for warranties issued during the period


541



520



2,176



1,142Deductions for warranty claims paid during the period


(752
)


(519
)


(2,606
)


(1,751
)Changes in liability for pre-existing warranties during the
    period, including expirations


4



179



94



464Balance at end of period

$
3,558


$
3,662


$
3,558


$
3,662     14.
    Recently
    Issued Accounting Standards         19




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15.
    Share
    Repurchase Plans     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 interim assessments.
    Dramatic declines in operating performance or market-related
    indicators increases the risk of impairment losses on goodwill
    or other intangible assets. 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 22




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##### Table of Contents



(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.  
    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, 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 September 30,2008


2007% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
665,679



100.0


$
552,704



100.0Cost of sales


457,406



68.7



381,984



69.1Gross profit


208,273



31.3



170,720



30.9Selling, general and administrative


106,918



16.1



88,759



16.1Earnings from operations


101,355



15.2



81,961



14.8Interest expense, net


(9,355
)


(1.4
)


(5,759
)


(1.0
)Other (expense) income, net


(469
)






(1,925
)


(0.4
)Earnings before income taxes


91,531



13.8



74,277



13.4Income tax provision


28,375



4.3



23,026



4.1Net earnings from continuing operations


63,156



9.5



51,251



9.3Earnings (loss) from discontinued operations, net


(997
)


(0.2
)






Net earnings

$
62,159



9.3


$
51,251



9.3Basis earnings (loss) per share:Continuing operations

$
1.11






$
0.89Discontinued operations


(0.01
)






Net earnings

$
1.10






$
0.89Diluted earnings (loss) per share:Continuing operations

$
1.11






$
0.88Discontinued operations


(0.02
)






Net earnings

$
1.09






$
0.88   24




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##### Table of Contents



Nine Months Ended September 30,2008


2007% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
1,902,500



100.0


$
1,534,494



100.0Cost of sales


1,307,991



68.8



1,064,102



69.3Gross profit


594,509



31.2



470,392



30.7Selling, general and administrative


323,692



17.0



260,620



17.0Earnings from operations


270,817



14.2



209,772



13.7Interest expense, net


(33,455
)


(1.7
)


(12,756
)


(0.9
)Other (expense) income, net


(2,416
)


(0.1
)


(1,445
)


(0.1
)Gain on sale of equity interest


169,684



8.9







Earnings before income taxes


404,630



21.3



195,571



12.7Income tax provision


155,273



8.2



60,627



3.9Net earnings from continuing operations


249,357



13.1



134,944



8.8Earnings from (loss) discontinued operations, net


(1,106
)


(0.1
)






Net earnings

$
248,251



13.0


$
134,944



8.8Basis earnings (loss) per share:Continuing operations

$
4.35






$
2.33Discontinued operations


(0.02
)






Net earnings

$
4.33






$
2.33Diluted earnings (loss) per share:Continuing operations

$
4.31






$
2.30Discontinued operations


(0.02
)






Net earnings

$
4.29






$
2.30   2008
    Compared with 2007
  Overview
     25




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##### Table of Contents



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




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##### Table of Contents



Income
    Taxes
    Net
    Earnings
   27




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##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended September 30,


Nine Months Ended September 30,2008


2007


2008


2007In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
578,817



87.0


$
461,585



83.5


$
1,638,382



86.1


$
1,268,784



82.7Steel Structures


55,700



8.3



57,959



10.5



164,091



8.6



168,071



10.9HVAC


31,162



4.7



33,160



6.0



100,027



5.3



97,639



6.4$
665,679



100.0


$
552,704



100.0


$
1,902,500



100.0


$
1,534,494



100.0   Segment
    Earnings
  Quarter Ended September 30,


Nine Months Ended September 30,2008


2007


2008


2007In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
119,146



20.6


$
94,592



20.5


$
326,093



19.9


$
256,328



20.2Steel Structures


9,032



16.2



10,954



18.9



29,619



18.1



30,899



18.4HVAC


5,349



17.2



6,180



18.6



17,144



17.1



16,992



17.4Segment earnings


133,527



20.1



111,726



20.2



372,856



19.6



304,219



19.8Corporate expense


(11,283
)






(12,261
)






(28,117
)






(43,555
)Depreciation and amortization expense


(18,573
)






(15,218
)






(61,771
)






(40,334
)Share-based compensation expense


(2,316
)






(2,286
)






(12,151
)






(10,558
)Interest expense, net and other (expense) income, net


(9,824
)






(7,684
)






(35,871
)






(14,201
)Gain on sale of equity interest


















169,684







Earnings before income taxes

$
91,531






$
74,277






$
404,630






$
195,571       Electrical
    Segment
   28




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##### Table of Contents



Other
    Segments
      Liquidity
    and Capital Resources
      Nine Months EndedSeptember 30,2008


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

$
86,440


$
164,391Net cash provided by (used in) investing activities


219,755



(330,879
)Net cash provided by (used in) financing activities


(248,153
)


(104,890
)Effect of exchange-rate changes on cash


(5,058
)


5,089Net increase (decrease) in cash and cash equivalents

$
52,984


$
(266,289
)   Operating
    Activities
   29




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##### Table of Contents



Investing
    Activities
          Financing
    Activities
    $750 million
    Credit Facility
   30




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##### Table of Contents



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
    Compliance
    and Availability
   31




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##### Table of Contents



Credit
    Ratings
    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     Qualified
    Pension Plans
      Other
   32




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##### Table of Contents



The
    Lamson & Sessions Co. Restructuring and Integration
    Plan
     33




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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
     34




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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   35




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##### 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 PlanJuly 24, 2008 to July 31, 2008


600,000


$
41.51



600,000



2,199,300August 1, 2008 to August 26, 2008


1,212,924


$
45.19



1,212,924



986,376September 9, 2008 to September 15, 2008


486,376


$
42.75



486,376



500,000Total for the quarter ended September 30, 2008


2,299,300


$
43.71



2,299,300



500,000       Item 6.
    Exhibits   36




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
  Date: October 31, 2008
 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