Thomas & Betts (TNB) 10-Q 2009 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2009
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization)	22-1326940 (I.R.S. Employer Identification No.)
8155 T&B Boulevard
Memphis, Tennessee	38125
(Address of principal executive offices)	(Zip Code)

(901) 252-8000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o	Smaller reporting companyo
(Do not check if a smaller reporting company)

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

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

	Outstanding Shares
Title of Each Class	at October 26, 2009
Common Stock, $.10 par value	52,368,630

Thomas & Betts Corporation and Subsidiaries

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements — Unaudited:		3
	Consolidated Statements of Operations for the Quarter and Nine Months Ended September 30, 2009 and September 30, 2008		3
	Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008		4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and September 30, 2008		5
	Notes to Consolidated Financial Statements		6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		32
ITEM 4.	Controls and Procedures		32
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings		33
ITEM 1A.	Risk Factors		33
ITEM 2.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		33
ITEM 6.	Exhibits		33
SIGNATURE			34
EXHIBIT INDEX			35
Statement re Computation of Ratio of Earnings to Fixed Charges
Certification of Principal Executive Officer Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a)
Certification of Principal Financial Officer Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a)
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) or 15d-14(b)
Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or 15d-14(b)

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

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

These forward-looking statements are not guarantees of future performance. Many factors could affect our future financial condition or results of operations. Accordingly, actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements contained in this Report. We undertake no obligation to revise any forward-looking statement included in this Report to reflect any future events or circumstances.

^(a) These risks and uncertainties, which are further explained in Item 1A. “Risk Factors” in ourForm 10-K for the year ended December 31, 2008, include:

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

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

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

A reference in this Report to “we”, “our”, “us”, “Thomas & Betts” or the “Corporation” refers to Thomas & Betts Corporation and its consolidated subsidiaries.

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PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Thomas & Betts Corporation and Subsidiaries

Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales	$	485,075		$	665,679		$	1,405,906		$	1,902,500
Cost of sales		337,485			457,406			988,965			1,307,991
Gross profit		147,590			208,273			416,941			594,509
Selling, general and administrative		91,957			106,918			277,605			323,692
Earnings from operations		55,633			101,355			139,336			270,817
Interest expense, net		(8,478	)		(9,355	)		(26,317	)		(33,455	)
Other (expense) income, net		(2,101	)		(469	)		1,649			(2,416	)
Gain on sale of equity interest		—			—			—			169,684
Earnings from continuing operations before income taxes		45,054			91,531			114,668			404,630
Income tax provision		12,943			28,375			33,827			155,273
Net earnings from continuing operations		32,111			63,156			80,841			249,357
Loss from discontinued operations, net		—			(997	)		—			(1,106	)
Net earnings	$	32,111		$	62,159		$	80,841		$	248,251
Basic earnings (loss) per share:
Continuing operations	$	0.62		$	1.11		$	1.54		$	4.35
Discontinued operations		—			(0.01	)		—			(0.02	)
Net earnings	$	0.62		$	1.10		$	1.54		$	4.33
Diluted earnings (loss) per share:
Continuing operations	$	0.61		$	1.11		$	1.53		$	4.31
Discontinued operations		—			(0.02	)		—			(0.02	)
Net earnings	$	0.61		$	1.09		$	1.53		$	4.29
Average shares outstanding:
Basic		52,178			56,678			52,356			57,339
Diluted		52,858			57,142			52,987			57,802

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

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Thomas & Betts Corporation and Subsidiaries

Consolidated Balance Sheets
(In thousands)
(Unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
Current Assets
Cash and cash equivalents	$	357,429		$	292,494
Restricted cash		2,917			7,971
Marketable securities		126			112
Receivables, net		243,424			229,160
Inventories		231,134			278,098
Deferred income taxes		31,236			33,983
Prepaid income taxes		6,923			9,090
Other current assets		15,387			15,885
Total Current Assets		888,576			866,793
Property, plant and equipment, net		298,595			299,077
Goodwill		897,468			880,410
Other intangible assets, net		256,241			274,672
Investments in unconsolidated companies		5,166			5,050
Other assets		83,816			84,600
Total Assets	$	2,429,862		$	2,410,602
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current maturities of long-term debt	$	593		$	148,751
Accounts payable		138,882			180,750
Accrued liabilities		110,709			138,553
Income taxes payable		14,044			7,947
Total Current Liabilities		264,228			476,001
Long-Term Liabilities
Long-term debt, net of current maturities		607,626			512,193
Long-term benefit plan liabilities		194,814			185,472
Deferred income taxes		10,922			9,881
Other long-term liabilities		75,398			82,398
Contingencies (Note 16)
Shareholders’ Equity
Common stock		5,168			5,263
Additional paid-in capital		53,175			69,082
Retained earnings		1,348,136			1,267,295
Accumulated other comprehensive income (loss)		(129,605	)		(196,983	)
Total Shareholders’ Equity		1,276,874			1,144,657
Total Liabilities and Shareholders’ Equity	$	2,429,862		$	2,410,602

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

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Thomas & Betts Corporation and Subsidiaries

Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Nine Months Ended
	September 30,
	2009			2008
Cash Flows from Operating Activities:
Net earnings	$	80,841		$	248,251
Adjustments:
Depreciation and amortization		56,417			61,771
Share-based compensation expense		8,946			12,151
Deferred income taxes		(1,658	)		(6,855	)
Incremental tax benefits from share-based payment arrangements		(19	)		(609	)
Gain on sale of equity interest		—			(169,684	)
Changes in operating assets and liabilities, net:
Receivables		(7,863	)		(66,840	)
Inventories		51,878			(37,781	)
Accounts payable		(45,798	)		24,263
Accrued liabilities		(24,857	)		(14,275	)
Income taxes payable		7,065			40,987
Pension and other postretirement benefits		22,376			3,543
Lamson & Sessions Co. change in control payments		(5,275	)		(12,685	)
Other		3,374			4,203
Net cash provided by (used in) operating activities		145,427			86,440
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(32,250	)		(29,839	)
Purchases of businesses, net of cash acquired		—			(90,571	)
Proceeds from sale of equity interest, net		—			280,000
Proceeds from sale of businesses, net		—			51,619
Release of restricted cash for change in control payments		5,054			8,134
Other		953			412
Net cash provided by (used in) investing activities		(26,243	)		219,755
Cash Flows from Financing Activities:
Repurchase of common shares		(24,907	)		(100,572	)
Revolving credit facility proceeds (repayments), net		95,000			(30,000	)
Repayment of debt and other borrowings		(148,288	)		(120,073	)
Stock options exercised		451			1,883
Incremental tax benefits from share-based payment arrangements		19			609
Net cash provided by (used in) financing activities		(77,725	)		(248,153	)
Effect of exchange-rate changes on cash and cash equivalents		23,476			(5,058	)
Net increase (decrease) in cash and cash equivalents		64,935			52,984
Cash and cash equivalents, beginning of period		292,494			149,926
Cash and cash equivalents, end of period	$	357,429		$	202,910
Cash payments for interest	$	26,527		$	37,391
Cash payments for income taxes	$	26,251		$	114,389

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

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Thomas & Betts Corporation and Subsidiaries

Notes to Consolidated Financial Statements
(Unaudited)

1.   Basis of Presentation

The financial information presented as of any date other than December 31 has been prepared from the books and records without audit. Financial information as of December 31 has been derived from the Corporation’s audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

2.   Basic and Diluted Earnings Per Share

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

	Quarter Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009		2008
(In thousands, except per share data)
Net earnings from continuing operations	$	32,111	$	63,156		$	80,841	$	249,357
Loss from discontinued operations, net		—		(997	)		—		(1,106	)
Net earnings	$	32,111	$	62,159		$	80,841	$	248,251
Basic shares:
Average shares outstanding		52,178		56,678			52,356		57,339
Basic earnings (loss) per share:
Continuing operations	$	0.62	$	1.11		$	1.54	$	4.35
Discontinued operations		—		(0.01	)		—		(0.02	)
Net earnings	$	0.62	$	1.10		$	1.54	$	4.33
Diluted shares:
Average shares outstanding		52,178		56,678			52,356		57,339
Additional shares on the potential dilution from stock options and nonvested restricted stock		680		464			631		463
		52,858		57,142			52,987		57,802
Diluted earnings (loss) per share:
Continuing operations	$	0.61	$	1.11		$	1.53	$	4.31
Discontinued operations		—		(0.02	)		—		(0.02	)
Net earnings	$	0.61	$	1.09		$	1.53	$	4.29

The Corporation had stock options that wereout-of-the-money which were excluded because of their anti-dilutive effect. Suchout-of-the money options were associated with 1.8 million shares of common stock for the third quarter of 2009 and 1.6 million shares of common stock for the third

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quarter of 2008.Out-of-the money options were associated with 1.9 million shares of common stock for the first nine months of 2009 and 1.6 million shares of common stock for the first nine months of 2008.

3.   Inventories

The Corporation’s inventories at September 30, 2009 and December 31, 2008 were:

	September 30,		December 31,
	2009		2008
(In thousands)
Finished goods	$	99,414	$	134,589
Work-in-process		29,443		28,595
Raw materials		102,277		114,914
Total inventories	$	231,134	$	278,098

4.   Property, Plant and Equipment

The Corporation’s property, plant and equipment at September 30, 2009 and December 31, 2008 were:

	September 30,		December 31,
	2009		2008
(In thousands)
Land	$	22,908	$	22,083
Building		204,211		194,887
Machinery and equipment		711,094		686,985
Construction-in-progress		12,691		14,179
Property, plant and equipment, gross		950,904		918,134
Less: Accumulated depreciation		652,309		619,057
Property, plant and equipment, net	$	298,595	$	299,077

5.   Gain on Sale of Equity Interest

During the second quarter of 2008, the Corporation sold its entire minority interest (29.1%) in Leviton Manufacturing Company (“Leviton”) back to Leviton for net proceeds of $280 million. Net proceeds reflect $300 million from Leviton, which was offset in part by a $20 million contingent payment triggered by the sale of shares. The transaction resulted in a pre-tax gain of approximately $170 million. In the event of any subsequent sale of Leviton shares within three years after June 2008 at a price per share higher than the value reflected in this transaction, Leviton has agreed to pay the Corporation its pro-rata share of the excess.

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6.   Goodwill and Other Intangible Assets

The following table reflects activity for goodwill by segment during the third quarter of 2009:

	Quarter Ended September 30, 2009
					Other —
	Balance at				Primarily		Balance at
	Beginning of				Currency		End of
	Period		Additions		Translation		Period
(In thousands)
Electrical	$	826,016	$	—	$	5,968	$	831,984
Steel Structures		64,759		—		—		64,759
HVAC		689		—		36		725
	$	891,464	$	—	$	6,004	$	897,468

The following table reflects activity for goodwill by segment during the first nine months of 2009:

	Nine Months Ended September 30, 2009
					Other —
	Balance at				Primarily		Balance at
	Beginning of				Currency		End of
	Period		Additions		Translation		Period
(In thousands)
Electrical	$	814,948	$	—	$	17,036	$	831,984
Steel Structures		64,759		—		—		64,759
HVAC		703		—		22		725
	$	880,410	$	—	$	17,058	$	897,468

The following table reflects activity for other intangible assets during the third quarter of 2009:

	Quarter Ended September 30, 2009
									Other —
	Balance at								Primarily			Balance at
	Beginning of					Amortization			Translation			End of
	Period			Additions		Expense			Adjustment			Period
(In thousands)
Intangible assets subject to amortization	$	226,942		$	—	$	—		$	681		$	227,623
Accumulated amortization		(47,852	)		—		(6,471	)		(219	)		(54,542	)
		179,090			—		(6,471	)		462			173,081
Other intangible assets not subject to amortization		82,617			—		—			543			83,160
Total	$	261,707		$	—	$	(6,471	)	$	1,005		$	256,241

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The following table reflects activity for other intangible assets during the first nine months of 2009:

	Nine Months Ended September 30, 2009
									Other —
	Balance at								Primarily			Balance at
	Beginning of					Amortization			Translation			End of
	Period			Additions		Expense			Adjustment			Period
(In thousands)
Intangible assets subject to amortization	$	226,752		$	—	$	—		$	871		$	227,623
Accumulated amortization		(34,885	)		—		(19,353	)		(304	)		(54,542	)
		191,867			—		(19,353	)		567			173,081
Other intangible assets not subject to amortization		82,805			—		—			355			83,160
Total	$	274,672		$	—	$	(19,353	)	$	922		$	256,241

7.   Income Taxes

The Corporation’s income tax provision for the third quarter of 2009 was $12.9 million, or an effective rate of 28.7% of pre-tax income, compared to a tax provision in the third quarter of 2008 of $28.4 million, or an effective rate of 31.0% of pre-tax income. The Corporation’s income tax provision for the nine months ended September 30, 2009 was $33.8 million, or an effective rate of 29.5% of pre-tax income, compared to a tax provision for the nine months ended September 30, 2008 of $155.3 million, or an effective rate of 38.4% of pre-tax income. The higher prior year effective rate for the nine months ended September 30, 2008 reflects the gain on sale of equity interest and a $14 millionout-of-period, non-cash tax charge, both of which occurred in the second quarter of 2008. The effective rate for each period reflects benefits from the Puerto Rican manufacturing operations which have a significantly lower effective tax rate than the Corporation’s blended statutory tax rate in other jurisdictions.

The Corporation had net deferred tax assets totaling $68.1 million as of September 30, 2009 and $75.2 million as of December 31, 2008. Realization of the deferred tax assets is dependent upon the Corporation’s ability to generate sufficient future taxable income. Management believes that it is more-likely-than-not that future taxable income, based on tax laws in effect as of September 30, 2009, will be sufficient to realize the recorded deferred tax assets, net of any valuation allowance.

8.   Comprehensive Income

Total comprehensive income and its components are as follows:

	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009		2008
(In thousands)
Net earnings	$	32,111		$	62,159		$	80,841	$	248,251
Net unrealized gains (losses) on cash flow hedge, net of tax		(374	)		(1,139	)		4,934		(916	)
Foreign currency translation adjustments		30,675			(23,816	)		53,453		(22,565	)
Amortization of net prior service costs and net actuarial losses, net of tax		2,984			531			8,991		2,716
Comprehensive income	$	65,396		$	37,735		$	148,219	$	227,486

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9.   Fair Value of Financial Instruments

The Corporation’s financial instruments include cash and cash equivalents, restricted cash, marketable securities, short-term trade receivables and payables and debt. Financial instruments also include derivative instruments such as interest rate swap agreements. The carrying amounts of the Corporation’s financial instruments generally approximated their fair values at September 30, 2009 and December 31, 2008, except that, based on the borrowing rates available to the Corporation under current market conditions, the fair value of long-term debt (including current maturities) was approximately $614 million at September 30, 2009 and approximately $669 million at December 31, 2008, and the fair value of an interest rate swap at September 30, 2009 was a liability of $31.7 million and a liability of $39.7 million at December 31, 2008.

10.   Derivative Instruments

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

Interest Rate Swap Agreements

During the fourth quarter of 2007, the Corporation entered into a forward-starting interest rate swap for a notional amount of $390 million. The notional amount reduces to $325 million on December 15, 2010, $200 million on December 15, 2011 and $0 on October 1, 2012. The interest rate swap hedges $390 million of the Corporation’s exposure to changes in interest rates on borrowings under its $750 million credit facility. The Corporation has designated the receive variable/pay fixed interest rate swap as a cash flow hedge for accounting purposes. Under the interest rate swap, the Corporation receives one-month London Interbank Offered Rate (“LIBOR”) and pays an underlying fixed rate of 4.86%. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the applicable periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing hedge ineffectiveness are recognized in current period earnings.

The Corporation values the interest rate swap at fair value. Fair value is the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Measuring fair value involves a hierarchy of valuation inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly; and, Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring a company to develop its own valuation assumptions.

The Corporation’s interest rate swap was reflected in the Corporation’s consolidated balance sheet in other long-term liabilities at its fair value of $31.7 million as of September 30, 2009 and $39.7 million as of December 31, 2008. This swap is measured at fair value at the end of each reporting period. The Corporation’s fair value estimate was determined using significant unobservable inputs and assumptions (Level 3) and, in addition, the liability valuation reflects the Corporation’s credit standing. The valuation technique utilized by the Corporation to calculate the swap fair value is the income approach. This approach estimates the present value of future cash

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flows based upon current market expectations. The credit valuation adjustment (which was a reduction in the liability) was approximately $0.5 million as of September 30, 2009.

The Corporation’s balance of accumulated other comprehensive income has been reduced by $19.5 million, net of tax of $11.9 million, as of September 30, 2009 and $24.4 million, net of tax of $15.0 million, as of December 31, 2008 to reflect the above interest rate swap liability.

The following is a reconciliation associated with the interest rate swap of the fair value activity using Level 3 inputs during the third quarter and the first nine months of 2009 and 2008:

	Fair Value Measures
	(Level 3)
	Quarter Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008
(In millions)
Asset (liability) at beginning of period	$	(31.1	)	$	(13.2	)	$	(39.7	)	$	(13.6	)
Total gains or losses (realized/unrealized):
Included in earnings		(4.6	)		(2.4	)		(13.2	)		(5.7	)
Included in other comprehensive income		(0.6	)		(1.8	)		8.1			(1.0	)
Settlements		4.6			2.4			13.1			5.3
Asset (liability) at end of period	$	(31.7	)	$	(15.0	)	$	(31.7	)	$	(15.0	)

The ineffective portion of the swap reflected in interest expense, net during the third quarter and the first nine months of 2009 and 2008 was immaterial.

Forward Foreign Exchange Contracts

The Corporation had no outstanding forward sale or purchase contracts as of September 30, 2009 or December 31, 2008. During 2008, the Corporation was a party to currency forward exchange contracts that amortized monthly. The contracts were not designated as a hedge for accounting purposes. These contracts were intended to reduce cash flow volatility from exchange rate risk related to a short-term intercompany financing transaction. Under the terms of the contracts, the Corporation sold U.S. dollars at current spot rates and purchased Canadian dollars at a fixed forward exchange rate. During the third quarter and first nine months of 2008, the Corporation recognized amark-to-market loss of $0.3 million and $1.1 million, respectively, on these contracts that effectively matched foreign exchange gains on the short-term intercompany financing transaction.

Commodities Futures Contracts

During the first nine months of 2009 and 2008, the Corporation had no outstanding commodities futures contracts. The Corporation is exposed to risk from fluctuating prices for certain materials used to manufacture its products, such as: steel, aluminum, copper, zinc, resins and rubber compounds. At times, some of the risk associated with usage of aluminum, copper and zinc has been mitigated through the use of futures contracts that mitigate the price exposure to these commodities.

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11.   Debt

The Corporation’s long-term debt at September 30, 2009 and December 31, 2008 was:

	September 30,		December 31,
	2009		2008
(In thousands)
Senior credit facility(a)	$	485,000	$	390,000
Unsecured notes
6.39% Notes due 2009		—		146,841
7.25% Notes due 2013(b)		122,226		121,671
Other, including capital leases		993		2,432
Long-term debt (including current maturities)		608,219		660,944
Less current maturities		593		148,751
Long-term debt, net of current maturities	$	607,626	$	512,193

(a)	Interest is paid monthly.
(b)	Interest is paid semi-annually.

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

The Corporation has a revolving credit facility with total availability of $750 million and a five-year term expiring in October 2012. All borrowings and other extensions of credit under the Corporation’s revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. The Corporation pays an annual commitment fee to maintain this facility of 10 basis points. At September 30, 2009, $485 million was outstanding under this facility. At December 31, 2008, $390 million was outstanding under this facility.

Fees to access the facility and letters of credit under the facility are based on a pricing grid related to the Corporation’s debt ratings with Moody’s, S&P, and Fitch during the term of the facility.

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

•  a maximum leverage ratio of 3.75 to 1.00; and

•  a minimum interest coverage ratio of 3.00 to 1.00.

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

Outstanding letters of credit, which reduced availability under the credit facility, amounted to $12.3 million at September 30, 2009. The letters of credit relate primarily to third-party insurance claims processing.

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The Corporation has a EUR 10.0 million (approximately US$14.7 million) committed revolving credit facility with a European bank. The Corporation pays an annual commitment fee of 20 basis points on the undrawn balance to maintain this facility. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default. This facility has an indefinite maturity, and no borrowings were outstanding as of September 30, 2009 and December 31, 2008.

The Corporation has a CAN 30.0 million (approximately US$27.4 million) committed revolving credit facility with a Canadian bank. The Corporation pays an annual commitment fee of 12.5 basis points on the undrawn balance to maintain this facility. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default. This facility matures in 2011, and no borrowings were outstanding as of September 30, 2009 and December 31, 2008.

As of September 30, 2009, the Corporation’s aggregate availability of funds under its credit facilities is approximately $294.8 million, after deducting outstanding letters of credit. The Corporation has the option, at the time of drawing funds under any of the credit facilities, of selecting an interest rate based on a number of benchmarks including LIBOR, the federal funds rate, or the prime rate of the agent bank.

As of September 30, 2009, the Corporation also had letters of credit in addition to those discussed above that do not reduce availability under the Corporation’s credit facilities. The Corporation had $18.3 million of such additional letters of credit that relate primarily to environmental assurances, third-party insurance claims processing, performance guarantees and acquisition obligations.

12.   Share-Based Payment Arrangements

Share-based compensation expense, net of tax, of $1.6 million was charged against income during the third quarter of 2009 and $1.4 million was charged against income during the third quarter of 2008. During the third quarter of 2009, the Corporation had 9,700 stock options exercised at a weighted average exercise price of $18.64 per share and had 38,468 stock options forfeited or expired.

Share-based compensation expense, net of tax, of $5.5 million was charged against income during the first nine months of 2009 and $7.5 million was charged against income during the first nine months of 2008. The net of tax share-based compensation expense reflected accelerated amortization over periods shorter than the stated service periods of approximately $3 million during the first nine months of 2008. The accelerated amortization relates to share award grants to certain employees who are retirement eligible. During the first nine months of 2009, the Corporation granted 46,104 stock options with a weighted average exercise price of $22.95 per share and an average grant date fair value of $9.54 per share, had 22,079 stock options exercised at a weighted average exercise price of $20.46 per share and had 159,545 stock options forfeited or expired. Also, during the first nine months of 2009, the Corporation granted 8,222 shares of nonvested restricted stock with a weighted average grant date fair value of $22.95 per share.

The first nine months of both 2009 and 2008 include compensation expense, net of tax, of $0.3 million which was charged to selling, general and administrative expense as of the grant date for stock awards under the Corporation’s Non-Employee Directors Equity Compensation Plan. During the first nine months of 2009, the Corporation granted non-employee members of the Board of Directors a total of 13,950 shares of common stock with a weighted average grant date fair value of $32.25.

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13.   Pension and Other Postretirement Benefits

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

	Quarter Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008
(In thousands)
Service cost	$	3,062		$	2,867		$	1		$	2
Interest cost		7,457			7,613			310			312
Expected return on plan assets		(6,595	)		(9,706	)		—			—
Plan net loss (gain)		3,776			625			(35	)		(24	)
Prior service cost (gain)		277			286			(63	)		(63	)
Transition obligation (asset)		(3	)		(4	)		192			192
Net periodic benefit cost	$	7,974		$	1,681		$	405		$	419

	Nine Months Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008
(In thousands)
Service cost	$	9,186		$	8,886		$	4		$	58
Interest cost		22,370			22,831			929			1,029
Expected return on plan assets		(19,785	)		(29,621	)		—			—
Plan net loss (gain)		11,327			1,876			(104	)		146
Prior service cost (gain)		830			858			(189	)		(175	)
Transition obligation (asset)		(8	)		(11	)		575			575
Curtailment loss (gain)		1,300			—			—			(477	)
Net periodic benefit cost	$	25,220		$	4,819		$	1,215		$	1,156

Contributions to our qualified pension plans during the nine months ended September 30, 2009 and 2008 were not significant. We expect required contributions to our qualified pension plans during the remainder of 2009 to be minimal.

14.   Lamson & Sessions Co. (“LMS”) Restructuring and Integration Plan

The merger of Lamson & Sessions Co. into Thomas & Betts Corporation was completed in November 2007. The Corporation’s senior management began assessing and formulating a restructuring and integration plan as of the acquisition date. Approval of the plan by the Corporation’s senior management and Board of Directors occurred during the first quarter of 2008. The objective of the restructuring and integration plan was to achieve operational efficiencies and eliminate duplicative operating costs resulting from the LMS acquisition. The Corporation also intended to achieve greater efficiency in sales, marketing, administration and other operational

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activities. The Corporation identified certain liabilities and other costs for restructuring and integration actions. Included in this amount are approximately $14 million of planned severance costs for involuntary termination of approximately 320 employees of LMS and approximately $8 million of lease cancellation costs associated with the closure of LMS distribution centers, which was recorded as part of the Corporation’s purchase price allocation of LMS. Severance and lease cancellation costs have been reflected in the Corporation’s consolidated balance sheet in accrued liabilities and reflect cash paid or to be paid for these actions. Integration costs were recognized as incurred and either expensed or capitalized, as appropriate. The amount recognized as integration expense during the third quarter of 2008 was negligible, with the amount recognized during the first nine months of 2008 totaling approximately $3 million. The actions required by the plan began soon after the plan was approved, including the communication to affected employees of the Corporation’s intent to terminate as soon as possible.

The Corporation ceased operations at all LMS distribution centers during the second quarter of 2008, consolidating these activities into its existing distribution centers. As of September 30, 2009, substantially all employees planned for involuntary termination under the plan have been terminated. Payments associated with certain of the restructuring and integration actions taken are expected to continue through 2009 due to compliance with applicable regulations and other considerations. The cash payments necessary to fund the plan are expected to come from operations or available cash resources including restricted cash.

Activities related to the LMS accrual for restructuring during the third quarter of 2009 are as follows:

	Work Force			Facility
	Reductions			Closures			Total
(In millions)
Balance at June 30, 2009	$	2.6		$	4.1		$	6.7
Restructuring accrual additions		—			—			—
Cost/payments charged against reserves		(1.2	)		(1.0	)		(2.2	)
Balance at September 30, 2009	$	1.4	(a)	$	3.1		$	4.5

Activities related to the LMS accrual for restructuring during the first nine months of 2009 are as follows:

	Work Force			Facility
	Reductions			Closures			Total
(In millions)
Balance at December 31, 2008	$	9.1		$	5.1		$	14.2
Restructuring accrual additions		—			—			—
Cost/payments charged against reserves		(7.7	)		(2.0	)		(9.7	)
Balance at September 30, 2009	$	1.4	(a)	$	3.1		$	4.5

^(a) A substantial portion of this balance will be satisfied through the use of restricted cash on-hand as of September 30, 2009.

The Corporation decided at the time of acquisition to divest its rigid polyvinyl chloride (“PVC”) and high-density polyethylene (“HDPE”) conduit, duct and pressure pipe businesses, which were acquired as part of the LMS acquisition. The operations associated with these businesses since the date of acquisition were reflected as discontinued operations in the Corporation’s consolidated statements of operations. During 2008, the Corporation completed the divestiture of these

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discontinued operations. Discontinued operations in the third quarter of 2008 reflected net sales of approximately $41 million, loss before income taxes of $1.6 million, income tax benefit of $0.6 million and net loss of $1.0 million. Results from discontinued operations for the first nine months of 2008 reflected net sales of approximately $146 million, loss before income taxes of $1.7 million, an income tax benefit of $0.6 million and net loss of $1.1 million.

15.   Segment Disclosures

The Corporation has three reportable segments: Electrical, Steel Structures and HVAC. The Corporation’s reportable segments are based primarily on product lines and represent the primary mode used to assess allocation of resources and performance. The Corporation evaluates its business segments primarily on the basis of segment earnings, with segment earnings defined as earnings before corporate expense, depreciation and amortization expense, share-based compensation expense, interest, income taxes and certain other items. Corporate expense includes legal, finance and administrative costs. The Corporation has no material inter-segment sales.

The Electrical segment designs, manufactures and markets thousands of different electrical connectors, components and other products for construction, industrial, utility and communications applications. The Steel Structures segment designs, manufactures and markets highly engineered tubular steel transmission poles. The HVAC segment designs, manufactures and markets heating and ventilation products for commercial and industrial buildings. The Corporation’s U.S. Electrical and International Electrical operating segments have been aggregated in the Electrical reporting segment since they have similar economic characteristics as well as similar products and services, production processes, types of customers and methods used for distributing their products.

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As a result of the Corporation’s decision to divest the PVC and HDPE pipe operations acquired as part of Lamson & Sessions Co., 2008 operating results for the pipe business are reported as “discontinued operations” and are shown on a net basis on the consolidated financial statements. Results for discontinued operations are not included in segment reporting below.

	Quarter Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
(In thousands)
Net Sales
Electrical	$	410,872		$	578,817		$	1,163,062		$	1,638,382
Steel Structures		50,922			55,700			167,817			164,091
HVAC		23,281			31,162			75,027			100,027
Total	$	485,075		$	665,679		$	1,405,906		$	1,902,500
Segment Earnings
Electrical	$	78,267		$	119,146		$	194,480		$	326,093
Steel Structures		10,082			9,032			36,630			29,619
HVAC		3,221			5,349			11,505			17,144
Segment earnings		91,570			133,527			242,615			372,856
Corporate expense		(14,908	)		(11,283	)		(37,916	)		(28,117	)
Depreciation, amortization and share-based compensation expense		(21,029	)		(20,889	)		(65,363	)		(73,922	)
Interest expense, net		(8,478	)		(9,355	)		(26,317	)		(33,455	)
Other (expense) income, net		(2,101	)		(469	)		1,649			(2,416	)
Gain on sale of equity interest		—			—			—			169,684
Earnings from continuing operations before income taxes	$	45,054		$	91,531		$	114,668		$	404,630

16.   Contingencies

Legal Proceedings

The Corporation is involved in legal proceedings and litigation arising in the ordinary course of business. In those cases where the Corporation is the defendant, plaintiffs may seek to recover large or sometimes unspecified amounts or other types of relief and some matters may remain unresolved for several years. Such matters may be subject to many uncertainties and outcomes which are not predictable with assurance. The Corporation has provided for losses to the extent probable and estimable. The legal matters that have been recorded in the Corporation’s consolidated financial statements are based on gross assessments of expected settlement or expected outcome and do not reflect possible recovery from insurance companies or other parties. Additional losses, even though not anticipated, could have a material adverse effect on the Corporation’s financial position, results of operations or liquidity in any given period.

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Guarantee and Indemnification Arrangements

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

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

							Nine Months
	Quarter Ended						Ended
	September 30,						September 30,
	2009			2008			2009			2008
(In thousands)
Balance at beginning of period	$	3,032		$	3,765		$	3,112		$	3,894
Liabilities accrued for warranties issued during the period		270			541			1,027			2,176
Deductions for warranty claims paid during the period		(325	)		(752	)		(1,076	)		(2,606	)
Changes in liability for pre-existing warranties during the period, including expirations		(35	)		4			(121	)		94
Balance at end of period	$	2,942		$	3,558		$	2,942		$	3,558

The Corporation also continues to monitor events that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under the guarantees and indemnifications at fair value when those losses are estimable.

17.   Share Repurchase Plan

In 2008, the Corporation’s Board of Directors approved a share repurchase plan that authorized the Corporation to buy up to 5,000,000 of its common shares. In 2008, the Corporation repurchased, with available cash resources, 2,425,000 common shares through open-market transactions. The Corporation repurchased, with available cash resources, 500,000 common shares through open-market transactions during the third quarter of 2009 and 1,000,000 common shares during the first nine months of 2009. The timing of future repurchases, if any, will depend upon a variety of factors, including market conditions. This authorization expires in October 2010.

18.   Subsequent Events

Management performed an evaluation of the Corporation’s activities through the time of filing this Quarterly Report onForm 10-Q on October 27, 2009, and has concluded that there are no significant subsequent events requiring recognition or disclosure in these consolidated financial statements.

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

Executive Overview

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

Critical Accounting Policies

The preparation of financial statements contained in this report requires the use of estimates and assumptions to determine certain amounts reported as net sales, costs, expenses, assets or liabilities and certain amounts disclosed as contingent assets or liabilities. Actual results may differ from those estimates or assumptions. Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008. We believe our critical accounting policies include the following:

•  Revenue Recognition:  We recognize 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. We recognize revenue for service agreements over the applicable service periods. Sales discounts, quantity and price rebates, and allowances are estimated based on contractual commitments and experience and recorded as a reduction of revenue in the period in which the sale is recognized. Quantity rebates are in the form of volume incentive discount plans, which include specific sales volume targets oryear-over-year sales volume growth targets for specific customers. Certain distributors can take advantage of price rebates by subsequently reselling our 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. A number of distributors, primarily in our 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. We analyze historical returns and allowances, current economic trends and specific customer circumstances when evaluating the adequacy of accounts receivable related reserves and accruals. We provide allowances for doubtful accounts when credit losses are both probable and estimable.

•  Inventory Valuation:  Inventories are stated at the lower of cost or market. Cost is determined using thefirst-in, first-out (FIFO) method. To ensure inventories are carried at the lower of cost or market, we periodically evaluate the carrying value of our inventories. We also periodically perform 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 apply the acquisition (purchase) method of accounting for all business combinations. Under this method, all assets and liabilities acquired in a business combination, including goodwill, indefinite-lived intangibles and other intangibles, are recorded at fair value. The initial recording of goodwill and other intangibles requires subjective judgments concerning estimates of the fair value of the acquired assets

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and liabilities. Goodwill consists principally of the excess of cost over the fair value of net assets acquired in business combinations and is not amortized. For each amortizable intangible asset, we use a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed. If that pattern cannot be reliably determined, the straight-line amortization method is used. We perform an annual impairment test of goodwill and indefinite-lived intangible assets. We perform our annual impairment assessment as of the beginning of the fourth quarter of each year, unless circumstances dictate more frequent interim assessments. In evaluating when an interim assessment of goodwill is necessary, we consider, among other things, the trading level of our common stock, changes in expected future cash flows and mergers and acquisitions involving companies in our industry. In evaluating when an interim assessment of indefinite-lived intangible assets is necessary, we review for significant events or significant changes in circumstances. Our evaluation process did not result in an interim assessment of goodwill or long-lived intangible assets for recoverability during 2009.

In conjunction with each test of goodwill we determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount. A reporting unit is defined as an operating segment or one level below an operating segment. 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. The fair values derived from these three valuation methods are then weighted to arrive at a single value for each reporting unit. Relative weights assigned to the three methods are based upon the availability, relevance and reliability of the underlying data. We then reconcile the total values for all reporting units to our market capitalization and evaluate the reasonableness of the implied control premium.

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 we 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.

Methods used to determine fair values for indefinite-lived intangible assets involve customary valuation techniques that are applicable to the particular class of intangible asset and apply inputs and assumptions that we believe a market participant would use.

•  Long-Lived Assets:  We review long-lived assets to be held-and-used for impairment 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. For purposes of recognizing and measuring impairment of long-lived assets, we evaluate assets at the lowest level of identifiable cash flows for associated product groups. 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

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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 dispose.

•  Pension and Other Postretirement Benefit Plan Actuarial Assumptions:  The Corporation records the overfunded or underfunded status of benefit plans on its balance sheet. For purposes of calculating pension and postretirement medical benefit obligations and related costs, we use certain actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expenseand/or liability measurement. We evaluate these assumptions annually. Other assumptions include employee demographic factors (retirement patterns, mortality and turnover), rate of compensation increase and the healthcare cost trend rate. See additional information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Qualified Pension Plans.

•  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 requires an evaluation of asset realizability based on a more-likely-than-not criteria. We have 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 our ability to generate sufficient future taxable income. We believe that it is more-likely-than-not that future taxable income, based on enacted tax laws in effect as of September 30, 2009, 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 currently 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.

2009 Outlook

We experienced continued pressure in all of our key markets in the first nine months of 2009. The lack of any meaningful improvement in credit availability crippled capital investment in the global industrial base and severely curtailed spending on construction projects. We have not yet seen any notable impact from government-initiated stimulus spending. We did not experience the traditional seasonal summer increase in non-residential construction-related demand usually seen in our Electrical segment during the first nine months of 2009. Constraints on credit availability and unfavorable vacancy rates continue to have a serious impact on commercial construction spending. Residential markets continue to suffer from overcapacity as well as credit constraints. Given these factors, we believe that our markets will not show meaningful improvement in the fourth quarter of the year.

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We expect full-year 2009 consolidated net sales to be down 23% to 25% compared to 2008 results. In our Electrical segment, we expectyear-over-year net sales to be down 25% to 28%, and in our HVAC segment, we expect net sales to be down 22% to 25%. The sales declines in our Electrical and HVAC segments should be somewhat mitigated by flat to slightly positive net sales growth in our Steel Structures segment. We expect that theyear-over-year sales decline in the fourth quarter will not be as severe due to a more favorable comparison with last year’s fourth quarter which reflected a significant strengthening of the U.S. dollar and weaker market conditions in 2008. We expect Electrical segment earnings in the high teens as a percent of net sales for the fourth quarter of 2009 reflecting the continued favorable impact of lower overall manufacturing costs and maintaining our pricing discipline. Expected Electrical segment earnings in the fourth quarter also reflect approximately $4 million in expenses related to an in-process consolidation of a manufacturing facility. We also expect Steel Structures segment earnings of 17% to 19% of net sales and HVAC segment earnings of 14% to 17% of net sales for the fourth quarter of 2009.

We have narrowed the range of our expectation for diluted per share earnings for the full-year 2009 to $2.10 to $2.25. This range reflects an expected fourth quarter charge of $0.05 per diluted share for an in-process facility consolidation. Fourth quarter guidance assumptions include approximately 52.5 million average shares outstanding and an effective tax rate of approximately 29.5%. On a combined basis, corporate expense, depreciation, amortization, share-based compensation, other expense and interest expense, net will roughly equal that reported in the third quarter.

With our expectation of continued weak market demand in the fourth quarter of 2009, we have continued to focus on adjusting production to match demand, reducing headcount and curtailing wage costs, tightly managing discretionary spending and prudently managing cash. The key risks to achieving results within our full year 2009 earnings per share range include further disruption in credit markets and the negative impact on credit availability in key end markets, excessive fluctuation in foreign currencies versus the U.S. dollar, volatility in commodity costs and availability and additional or heightened slowdowns in key market segments and geographic regions.

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Summary of Consolidated Results

	Quarter Ended September 30,
	2009						2008
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales
Net sales	$	485,075			100.0		$	665,679			100.0
Cost of sales		337,485			69.6			457,406			68.7
Gross profit		147,590			30.4			208,273			31.3
Selling, general and administrative		91,957			18.9			106,918			16.1
Earnings from operations		55,633			11.5			101,355			15.2
Interest expense, net		(8,478	)		(1.8	)		(9,355	)		(1.4	)
Other (expense) income, net		(2,101	)		(.4	)		(469	)		—
Earnings from continuing operations before income taxes		45,054			9.3			91,531			13.8
Income tax provision		12,943			2.7			28,375			4.3
Net earnings from continuing operations		32,111			6.6			63,156			9.5
Earnings (loss) from discontinued operations, net		—			—			(997	)		(0.2	)
Net earnings	$	32,111			6.6		$	62,159			9.3
Basic earnings (loss) per share:
Continuing operations	$	0.62					$	1.11
Discontinued operations		—						(0.01	)
Net earnings	$	0.62					$	1.10
Diluted earnings (loss) per share:
Continuing operations	$	0.61					$	1.11
Discontinued operations		—						(0.02	)
Net earnings	$	0.61					$	1.09

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	Nine Months Ended September 30,
	2009						2008
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales
Net sales	$	1,405,906			100.0		$	1,902,500			100.0
Cost of sales		988,965			70.3			1,307,991			68.8
Gross profit		416,941			29.7			594,509			31.2
Selling, general and administrative		277,605			19.8			323,692			17.0
Earnings from operations		139,336			9.9			270,817			14.2
Interest expense, net		(26,317	)		(1.8	)		(33,455	)		(1.7	)
Other (expense) income, net		1,649			0.1			(2,416	)		(0.1	)
Gain on sale of equity interest		—			—			169,684			8.9
Earnings from continuing operations before income taxes		114,668			8.2			404,630			21.3
Income tax provision		33,827			2.4			155,273			8.2
Net earnings from continuing operations		80,841			5.8			249,357			13.1
Earnings from discontinued operations, net		—			—			(1,106	)		(0.1	)
Net earnings	$	80,841			5.8		$	248,251			13.0
Basic earnings (loss) per share:
Continuing operations	$	1.54					$	4.35
Discontinued operations		—						(0.02	)
Net earnings	$	1.54					$	4.33
Diluted earnings (loss) per share:
Continuing operations	$	1.53					$	4.31
Discontinued operations		—						(0.02	)
Net earnings	$	1.53					$	4.29

2009 Compared with 2008

Overview

Net sales in the third quarter and the first nine months of 2009 decreased significantly from the respective prior-year periods primarily reflecting lower sales volumes on weaker global demand in our Electrical and HVAC segments. A stronger U.S. dollar during 2009 also negatively impacted net sales in the third quarter and first nine months of 2009. Gross profit in the third quarter and first nine months of 2009 decreased as a percent of net sales reflecting the impact of significantly lower production volumes.

Earnings from operations in dollars and as a percent of sales decreased from the respective prior-year periods primarily as a result of lower sales and production volumes. Prior actions taken to lower overall manufacturing costs — including headcount and expense cuts — and the impact of lower current year commodity costs coupled with our continued discipline in managing mix and price helped mitigate the negative impact of lower sales volumes on 2009 earnings. Earnings from operations in the third quarter and in the first nine months of 2009 reflect a $4 million pre-tax charge related to an estimate revision for an environmental remediation site. Earnings from operations in the first nine months of 2008 reflect a favorable $12 million legal settlement included in selling, general and administrative expense.

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We sold our minority interest in Leviton Manufacturing Company (“Leviton”) in the second quarter of 2008 for net proceeds of $280 million and recognized a pre-tax gain of $169.7 million ($1.74 per diluted share after tax).

Net earnings in the third quarter of 2009 were $32.1 million, or $0.61 per diluted share compared to net earnings of $62.2 million, or $1.09 per diluted share in the prior-year period. Net earnings in the first nine months of 2009 were $80.8 million, or $1.53 per diluted share compared to net earnings of $248.3 million, or $4.29 per diluted share in the prior-year period. The third quarter and first nine months of 2009 included a net after-tax charge of $0.05 per diluted share related to an estimate revision for an environmental remediation site. The first nine months of 2008 included unusual items which, on a net basis, contributed $1.63 per diluted share.

Net Sales and Gross Profit

Net sales in the third quarter of 2009 were $485.1 million, down $180.6 million, or 27.1%, from the prior-year period. For the first nine months of 2009, net sales were $1.4 billion, down $496.6 million, or 26.1%, from the prior-year period. Theyear-over-year sales decrease in both periods primarily reflects lower sales volumes on weaker global demand in our Electrical and HVAC segments. The stronger U.S. dollar negatively impacted sales by approximately $19 million in the third quarter of 2009 and approximately $92 million in the first nine months of 2009 when compared to the prior-year periods.

Gross profit in the third quarter of 2009 was $147.6 million, or 30.4% of net sales, compared to $208.3 million, or 31.3% of net sales, in the third quarter of 2008. Gross profit in the first nine months of 2009 was $416.9 million, or 29.7% of net sales, compared to $594.5 million, or 31.2% of net sales, in the prior-year period. Theyear-over-year decrease as a percent of sales in both periods reflects the impact of lower production volumes.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expense in the third quarter of 2009 was $92.0 million, or 18.9% of net sales, compared to $106.9 million, or 16.1% of net sales, in theprior-year period. SG&A expense in the first nine months of 2009 was $277.6 million, or 19.8% of net sales, compared to $323.7 million, or 17.0% of net sales, in the prior-year period. The first nine months of 2009 reflects a third quarter $4 million environmental remediation charge. The first nine months of 2008 reflects a favorable second quarter $12 million legal settlement.

Interest Expense, Net

Interest expense, net was $8.5 million for the third quarter of 2009, down $0.9 million from the prior-year period. Interest expense, net was $26.3 million for the first nine months of 2009, down $7.1 million from the prior-year period. Both current year periods reflect lower average debt outstanding. Interest income included in interest expense, net was $0.2 million for the third quarter of 2009 and $1.5 million for the third quarter of 2008. Interest income included in interest expense, net was $0.4 million for the first nine months of 2009 and $3.8 million for the first nine months of 2008.

Income Taxes

The effective tax rate in the third quarter of 2009 was 28.7% compared to 31.0% in the third quarter of 2008. The effective tax rate in the third quarter of 2009 reflects a refining of our estimates of the global distribution of 2009 estimated earnings. The effective tax rate for the first nine months of 2009 was 29.5% compared to 38.4% in the first nine months of 2008. The higher

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prior year effective rate for the first nine months of 2008 reflects the gain on sale of our minority interest in Leviton and a $14 million non-cash tax charge, which both occurred in the second quarter. The effective rate for both years reflects benefits from our Puerto Rican manufacturing operations.

Net Earnings

Net earnings in the third quarter of 2009 were $32.1 million, or $0.61 per diluted share, compared to $62.2 million, or $1.09 per diluted share, in the prior-year period. Net earnings in the first nine months of 2009 were $80.8 million, or $1.53 per diluted share, compared to $248.3 million, or $4.29 per diluted share, in the prior-year period. The third quarter and first nine months of 2009 included a net after-tax charge of $0.05 per diluted share in the third quarter related to an estimate revision for an environmental remediation site. The first nine months of 2008 included a net after-tax gain of $1.63 per diluted share in the second quarter related to the gain on the sale of our minority interest in Leviton of $1.74 per diluted share, a favorable legal settlement of $0.13 per diluted share and a non-cash tax charge related to an adjustment of prior period deferred income taxes of $0.24 per diluted share.

Summary of Segment Results

Net Sales

	Quarter Ended September 30,								Nine Months Ended September 30,
	2009				2008				2009				2008
	In		% of Net		In		% of Net		In		% of Net		In		% of Net
	Thousands		Sales		Thousands		Sales		Thousands		Sales		Thousands		Sales
Electrical	$	410,872		84.7	$	578,817		87.0	$	1,163,062		82.7	$	1,638,382		86.1
Steel Structures		50,922		10.5		55,700		8.3		167,817		12.0		164,091		8.6
HVAC		23,281		4.8		31,162		4.7		75,027		5.3		100,027		5.3
	$	485,075		100.0	$	665,679		100.0	$	1,405,906		100.0	$	1,902,500		100.0

Segment Earnings

	Quarter Ended September 30,										Nine Months Ended September 30,
	2009					2008					2009					2008
	In			% of Net		In			% of Net		In			% of Net		In			% of Net
	Thousands			Sales		Thousands			Sales		Thousands			Sales		Thousands			Sales
Electrical	$	78,267			19.0	$	119,146			20.6	$	194,480			16.7	$	326,093			19.9
Steel Structures		10,082			19.8		9,032			16.2		36,630			21.8		29,619			18.1
HVAC		3,221			13.8		5,349			17.2		11,505			15.3		17,144			17.1
Segment earnings		91,570			18.9		133,527			20.1		242,615			17.3		372,856			19.6
Corporate expense		(14,908	)				(11,283	)				(37,916	)				(28,117	)
Depreciation and amortization expense		(18,424	)				(18,573	)				(56,417	)				(61,771	)
Share-based compensation expense		(2,605	)				(2,316	)				(8,946	)				(12,151	)
Interest expense, net and other (expense) income, net		(10,579	)				(9,824	)				(24,668	)				(35,871	)
Gain on sale of equity interest		—					—					—					169,684
																		��
Earnings from continuing operations before income taxes	$	45,054				$	91,531				$	114,668				$	404,630

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We have three reportable segments: Electrical, Steel Structures and HVAC. We evaluate our business segments primarily on the basis of segment earnings, with segment earnings defined as earnings before corporate expense, depreciation and amortization expense, share-based compensation expense, interest, income taxes and certain other items.

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

Electrical Segment

Electrical segment net sales in the third quarter of 2009 were $410.9 million, down $167.9 million, or 29.0%, from the third quarter of 2008. Electrical segment net sales in the first nine months of 2009 were $1.2 billion, down $475.3 million, or 29.0%, from the prior-year period. Decreased sales in both current year periods reflect weaker demand for electrical products used in construction, industrial maintenance and power distribution. Virtually all product and geographic markets in the Electrical segment experienced significant year-over-year volume declines. Compared with the prior year, the traditional seasonal increase in non-residential construction activity usually seen in the second quarter was muted. The stronger U.S. dollar negatively impacted sales by approximately $19 million in the third quarter of 2009 and approximately $90 million in the first nine months of 2009.

Electrical segment earnings in the third quarter of 2009 were $78.3 million, down $40.9 million, or 34.3%, from the third quarter of 2008. Electrical segment earnings in the first nine months of 2009 were $194.5 million, down $131.6 million, or 40.4%, from the prior-year period. Electrical segment earnings in 2009 also reflected approximately $2 million in third quarter charges related to an in-process facility consolidation, which was offset by a third quarter adjustment of self-insurance reserves. The decline inyear-over-year segment earnings compared to both prior-year periods reflects primarily the impact of lower sales and production volumes.

Steel Structures Segment

Net sales in the third quarter of 2009 in our Steel Structures segment were $50.9 million, down $4.8 million, or 8.6%, from the third quarter of 2008 primarily reflecting a decline in prices resulting from lower year-over-year steel costs. Net sales in the first nine months of 2009 were $167.8 million, up $3.7 million, or 2.3%, from the prior-year period. Segment earnings in the third quarter of 2009 were $10.1 million, up $1.1 million, or 11.6%, from the third quarter of 2008. Segment earnings in the first nine months of 2009 were $36.6 million, up $7.0 million, or 23.7%, from the prior-year period. Earnings increases in both current year periods primarily reflect favorable project mix.

HVAC Segment

Net sales in the third quarter of 2009 in our HVAC segment were $23.3 million, down $7.9 million, or 25.3%, from the third quarter of 2008. Net sales in the first nine months of 2009 in our HVAC segment were $75.0 million, down $25.0 million, or 25.0%, from the prior-year period. HVAC segment earnings in the third quarter of 2009 were $3.2 million, down $2.1 million, or 39.8%, from the third quarter of 2008. HVAC segment earnings in the first nine months of 2009 were $11.5 million, down $5.6 million, or 32.9%, from the prior-year period. The sales and earnings declines for both current year periods reflect volume declines resulting from weak commercial construction markets and the curtailment of maintenance and replacement spending in key end markets.

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Liquidity and Capital Resources

We had cash and cash equivalents of $357.4 million and $292.5 million at September 30, 2009 and December 31, 2008, respectively.

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

	Nine Months Ended
	September 30,
	2009			2008
(In thousands)
Net cash provided by (used in) operating activities	$	145,427		$	86,440
Net cash provided by (used in) investing activities		(26,243	)		219,755
Net cash provided by (used in) financing activities		(77,725	)		(248,153	)
Effect of exchange-rate changes on cash		23,476			(5,058	)
Net increase (decrease) in cash and cash equivalents	$	64,935		$	52,984

Operating Activities

Cash provided by operating activities in the first nine months of 2009 was primarily attributable to net income of $80.8 million. The first nine months of 2009 included depreciation and amortization of $56.4 million and share-based compensation expense of $8.9 million. Changes in working capital (accounts receivable, inventories and accounts payable) as well as accrued liabilities negatively impacted cash by $26.6 million in the first nine months of 2009. Operating activities were also unfavorably impacted by change in control payments of $5.3 million related to the Lamson & Sessions Co. acquisition.

Cash provided by operating activities in the first nine months of 2008 was primarily attributable to net income of $248.3 million. Net income in the first nine months of 2008 reflected the second quarter pre-tax gain on sale of our minority interest in Leviton of $169.7 million. The increase in income taxes payable of $41.0 million reflects the gain on sale of our Leviton interest. The first nine months of 2008 included depreciation and amortization of $61.8 million and share-based compensation expense of $12.2 million. Changes in working capital (accounts receivable, inventories and accounts payable) as well as accrued liabilities negatively impacted cash by $96.6 million in the first nine months of 2008. Operating activities were also unfavorably impacted by change in control payments related to the Lamson & Sessions Co. acquisition of $12.7 million.

Investing Activities

During the first nine months of 2009, we had capital expenditures to support our ongoing business plans totaling $32.3 million. We expect capital expenditures to be in the mid-$40 million range for the full year 2009. Investing activities in the first nine months of 2009 also reflect release of restricted cash for change in control payments related to the Lamson & Sessions Co. acquisition of $5.1 million.

Investing activities in the first nine months of 2008 included the third quarter sale of the PVC pipe portion of theheld-for-sale operations and LMS headquarters building that were acquired as part of the LMS acquisition totaling approximately $52 million. Investing activities in the first nine months of 2008 also reflect the second quarter sale of our minority interest in Leviton for net proceeds of $280 million. Two acquisitions totaling $91 million and capital expenditures totaling

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$29.8 million also impacted investing activities during the first nine months of 2008. Investing activities in the first nine months of 2008 also reflect release of restricted cash for change in control payments related to the Lamson & Sessions Co. acquisition of $8.1 million.

Financing Activities

Financing activities in the first nine months of 2009 included the repurchase of 1.0 million common shares for $25 million and repayments of $148 million of debt using a combination of cash and borrowings under our $750 million revolving credit facility. Net proceeds from borrowings under our revolving credit facility were $95 million in the first nine months of 2009.

Financing activities for the first nine months of 2008 reflected cash used for the repurchase of approximately 2.3 million common shares for $101 million. The first nine months of 2008 included the repayment of $120 million of debt and net repayments on our revolving credit facility of $30 million.

$750 million Credit Facility

Our revolving credit facility has total availability of $750 million and afive-year term expiring in October 2012. All borrowings and other extensions of credit under our revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. At September 30, 2009, $485 million was outstanding under this facility. At December 31, 2008, $390 million was outstanding under this facility.

In 2007, we entered into an interest rate swap to hedge our exposure to changes in the London Interbank Offered Rate (“LIBOR”) rate on $390 million of borrowings under this facility. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk”.

Fees to access the facility and letters of credit under the facility are based on a pricing grid related to our debt ratings with Moody’s, S&P, and Fitch during the term of the facility.

Our revolving credit facility requires that we maintain:

•  a maximum leverage ratio of 3.75 to 1.00; and

•  a minimum interest coverage ratio of 3.00 to 1.00.

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

Outstanding letters of credit, which reduced availability under the credit facility, amounted to $12.3 million at September 30, 2009. The letters of credit relate primarily to third-party insurance claims processing.

Other Credit Facilities

We have a EUR 10.0 million (approximately US$14.7 million) committed revolving credit facility with a European bank that has an indefinite maturity. There were no balances outstanding or letters of credit that reduced availability under the European facility at September 30, 2009. This

29

credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default.

We have a CAN 30.0 million (approximately US$27.4 million) committed revolving credit facility with a Canadian bank that matures in 2011. There were no balances outstanding or letters of credit that reduced availability under the Canadian facility at September 30, 2009. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default.

Other Letters of Credit

As of September 30, 2009, we also had letters of credit in addition to those discussed above that do not reduce availability under our credit facilities. We had $18.3 million of such additional letters of credit that relate primarily to environmental assurances, third-party insurance claims processing, performance guarantees and acquisition obligations.

Compliance and Availability

We are in compliance with all covenants or other requirements set forth in our credit facilities. However, if we fail to be in compliance with the financial or other covenants of our credit agreements, then the credit agreements could be terminated, any outstanding borrowings under the agreements could be accelerated and immediately due, and we could have difficulty obtaining immediate credit availability to repay the accelerated obligations and in obtaining credit facilities in the future. As of September 30, 2009, the aggregate availability of funds under our credit facilities is approximately $294.8 million, after deducting outstanding letters of credit. Availability is subject to the satisfaction of various covenants and conditions to borrowing.

Credit Ratings

As of September 30, 2009, we had investment grade credit ratings from Standard & Poor’s, Moody’s Investor Service and Fitch Ratings on our senior unsecured debt. Should these credit ratings drop, repayment under our credit facilities and securities will not be accelerated; however, our credit costs may increase. Similarly, if our credit ratings improve, we could potentially have a decrease in our credit costs. The maturity of any of our debt securities does not accelerate in the event of a credit downgrade.

Debt Securities

Thomas & Betts had the following unsecured debt securities outstanding as of September 30, 2009:

Issue Date	Amount		Interest Rate			Interest Payable		Maturity Date
May 2003	$	125.0 million		7.25	%		June 1 and December 1		June 2013

The indentures underlying the unsecured debt securities contain standard covenants such as restrictions on mergers, liens on certain property, sale-leaseback of certain property and funded debt for certain subsidiaries. The indentures also include standard events of default such as covenant default and cross-acceleration. We are in compliance with all covenants and other requirements set forth in the indentures.

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Qualified Pension Plans

Contributions to our qualified pension plans during the third quarter and first nine months of 2009 and the third quarter and first nine months of 2008 were not significant. We expect required contributions to our qualified pension plans in 2009 to be minimal; however, if pension assets do not recover a substantial portion of 2008 investment losses, our required contributions in 2010 could increase significantly. Additionally, such investment losses have resulted in significantly higher pension expense in 2009 compared with 2008.

Other

In 2008, our Board of Directors approved a share repurchase plan that authorized us to buy up to 5,000,000 of our common shares. In 2008, we repurchased, with available cash resources, 2,425,000 common shares through open-market transactions. We repurchased, with available cash resources, 500,000 common shares through open-market transactions during the third quarter of 2009 and 1,000,000 common shares during the first nine months of 2009. The timing of future repurchases, if any, will depend upon a variety of factors, including market conditions. This authorization expires in October 2010.

We do not currently pay cash dividends. Future decisions concerning the payment of cash dividends on the common stock will depend upon our results of operations, financial condition, strategic investment opportunities, continued compliance with credit facilities and other factors that the Board of Directors may consider relevant.

As of September 30, 2009, we have $357.4 million in cash and cash equivalents and $294.8 million of aggregate availability under our credit facilities. We filed a universal shelf registration statement with the Securities and Exchange Commission on December 3, 2008, utilizing the well-known seasoned issuer (“WKSI”) process. The registration permits us to issue common stock, preferred stock and debt securities. The registration statement is effective for a period of three years from the date of filing. We continue to have cash requirements to, among other things, support working capital and capital expenditure needs, service debt and fund our pension plans as required. We generally intend to use available cash and internally generated funds to meet these cash requirements in addition to pursuing longer-term strategic initiatives such as acquisitions and may borrow under existing credit facilities or access the capital markets as needed for liquidity. Credit markets in 2008 were materially disrupted, significantly limiting the availability of credit. These conditions have persisted during the first nine months of 2009, and we cannot predict when credit markets will return to a more normal level of activity. To date, our liquidity has not been adversely affected by the current credit market. We believe that we have sufficient liquidity to satisfy both short-term and long-term requirements.

Lamson & Sessions Co. (“LMS”) Restructuring and Integration Plan

Our senior management began assessing and formulating a restructuring and integration plan as of the acquisition date of LMS in November 2007. Approval by our senior management and Board of Directors occurred during the first quarter of 2008. The objective of the restructuring and integration plan was to achieve operational efficiencies and eliminate duplicative operating costs resulting from the LMS acquisition. We also intended to achieve greater efficiency in sales, marketing, administration and other operational activities. We identified certain liabilities and other costs for restructuring and integration actions. Included in this amount are approximately $14 million of planned severance costs for involuntary termination of approximately 320 employees of LMS and approximately $8 million of lease cancellation costs associated with the closure of LMS distribution centers. Severance and lease cancellation costs reflect cash paid or to be paid for

31

these actions. Integration costs were recognized as incurred and either expensed or capitalized, as appropriate. The amount recognized as integration expense during the third quarter of 2008 was negligible, with the amount recognized during the first nine months of 2008 totaling approximately $3 million. The actions required by the plan began soon after the plan was approved, including the communication to affected employees of our intent to terminate as soon as possible.

We ceased operations at all LMS distribution centers during the second quarter of 2008, consolidating these activities into our existing distribution centers. As of September 30, 2009, substantially all employees planned for involuntarily termination under the plan have been terminated. Payments associated with certain of the restructuring and integration actions taken are expected to continue through 2009 due to compliance with applicable regulations and other considerations. The cash payments necessary to fund the plan are expected to come from operations or available cash resources including restricted cash.

Off-Balance Sheet Arrangements

As of September 30, 2009, we did not have any off-balance sheet arrangements.

Refer to Note 16 in the Notes to Consolidated Financial Statements for information regarding our guarantee and indemnification arrangements.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Financial Instruments

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

For the period ended September 30, 2009, the Corporation has not experienced any material changes since December 31, 2008 in market risk that affect the quantitative and qualitative disclosures presented in our 2008 Annual Report onForm 10-K.

Item 4.   Controls and Procedures

(a)   Evaluation of Disclosure Controls and Procedures

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

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

(b)   Changes in Internal Control over Financial Reporting

There have been no significant changes in internal control over financial reporting that occurred during the first nine months of 2009 that have materially affected or are reasonably likely to materially affect the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

See Note 16, “Contingencies,” in the Notes to Consolidated Financial Statements, which is incorporated herein by reference. See also Item 3. “Legal Proceedings,” in the Corporation’s 2008 Annual Report onForm 10-K, which is incorporated herein by reference.

Item 1A.   Risk Factors

There are many factors that could pose a material risk to the Corporation’s business, its operating results and financial condition and its ability to execute its business plan, some of which are beyond our control. There have been no material changes from the risk factors as previously set forth in our 2008 Annual Report onForm 10-K under Item 1A. “Risk Factors,” which is incorporated herein by reference.

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

The following table reflects activity related to equity securities purchased by the Corporation during the three months ended September 30, 2009:

Issuer Purchases of Equity Securities

					Total Number		Maximum
					of Common		Number
					Shares		of Common
	Total		Average		Purchased		Shares that
	Number of		Price Paid		as Part of		May Yet Be
	Common		per		Publicly		Purchased
	Shares		Common		Announced		Under
Period	Purchased		Share		Plans		the Plans
October 2008 Plan (5,000,000 common shares authorized)
September 4, 2009 to September 11, 2009		500,000	$	27.52		500,000		1,575,000
Total for the quarter ended September 30, 2009		500,000	$	27.52		500,000		1,575,000

Item 6.   Exhibits

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

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SIGNATURE

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

Thomas & Betts Corporation
(Registrant)

By:  /s/  William E. Weaver, Jr.

William E. Weaver, Jr.

Senior Vice President and

Chief Financial Officer

(principal financial officer)

Date: October 27, 2009

34

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	12		Statement re Computation of Ratio of Earnings to Fixed Charges
	31	.1	Certification of Principal Executive Officer Under Securities Exchange ActRules 13a-14(a) or 15d-14(a)
	31	.2	Certification of Principal Financial Officer Under Securities Exchange ActRules 13a-14(a) or 15d-14(a)
	32	.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) orRule 15d-14(b) of the Securities Exchange Act of 1934 and furnished solely pursuant to 18 U.S.C. § 1350 and not filed as part of the Report or as a separate disclosure document
	32	.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) orRule 15d-14(b) of the Securities Exchange Act of 1934 and furnished solely pursuant to 18 U.S.C. §1350 and not filed as part of the Report or as a separate disclosure document

35