##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2010oro

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

22-1326940(I.R.S. Employer
    Identification No.)8155 T&B BoulevardMemphis, Tennessee

38125(Address of principal
    executive offices)

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

Accelerated
    filer oNon-accelerated
    filer o

Smaller reporting company
    o(Do not check if a smaller reporting company)
   Rule 12b-2 o þ
   Outstanding SharesTitle of Each Class

at April 26,
    2010Common Stock, $.10 par value

52,794,905




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##### 





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

Financial Statements  Unaudited:


3Consolidated Statements of Operations
    for the Quarters Ended March 31, 2010 and March 31,
    2009


3Consolidated Balance Sheets as of
    March 31, 2010 and December 31, 2009


4Consolidated Statements of Cash Flows
    for the Quarters Ended March 31, 2010 and March 31,
    2009


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


16ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


26ITEM 4.

Controls and Procedures


26PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


27ITEM 1A.

Risk Factors


27ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


27ITEM 5.

Other Information


27ITEM 6.

Exhibits


27SIGNATURE


28EXHIBIT INDEX


29Statement re Computation of Ratio of Earnings to Fixed ChargesCertification 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 Rule 15d-14(b)Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)   1




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##### Table of Contents



CAUTION
    REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
   achieve

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

   other similar expressions      2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
  Quarter EndedMarch 31,2010


2009Net sales

$
469,539


$
459,835Cost of sales


331,146



322,427Gross profit


138,393



137,408Selling, general and administrative


89,745



92,610Earnings from operations


48,648



44,798Interest expense, net


(8,371
)


(9,461
)Other (expense) income, net


130



1,905Earnings before income taxes


40,407



37,242Income tax provision


12,455



11,173Net earnings

$
27,952


$
26,069Earnings per share:Basic

$
0.54


$
0.50Diluted

$
0.53


$
0.49Average shares outstanding:Basic


52,067



52,569Diluted


53,005



52,952   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 3




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##### Table of Contents



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


December 31,2010


2009ASSETSCurrent AssetsCash and cash equivalents

$
466,524


$
478,613Restricted cash


2,918



2,918Receivables, net


243,184



197,640Inventories


222,905



209,268Deferred income taxes


32,067



31,062Prepaid income taxes


2,984



7,340Other current assets


17,942



17,142Total Current Assets


988,524



943,983Property, plant and equipment, net


291,069



296,820Goodwill


904,588



902,053Other intangible assets, net


247,985



243,930Other assets


63,868



66,621Total Assets

$
2,496,034


$
2,453,407LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term debt

$
449


$
522Accounts payable


157,390



149,556Accrued liabilities


121,272



113,654Income taxes payable


7,375



8,849Total Current Liabilities


286,486



272,581Long-Term LiabilitiesLong-term debt, net of current maturities


638,088



638,014Long-term benefit plan liabilities


123,463



122,573Deferred income taxes


8,820



8,723Other long-term liabilities


68,436



70,307Contingencies (Note 15)Shareholders EquityCommon stock


5,196



5,179Additional paid-in capital


70,319



63,835Retained earnings


1,403,157



1,375,205Accumulated other comprehensive income (loss)


(107,931
)


(103,010
)Total Shareholders Equity


1,370,741



1,341,209Total Liabilities and Shareholders Equity

$
2,496,034


$
2,453,407   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 4




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##### Table of Contents



Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
   Quarter EndedMarch 31,2010


2009Cash Flows from Operating Activities:Net earnings

$
27,952


$
26,069Adjustments:Depreciation and amortization


18,889



18,788Share-based compensation expense


3,633



2,808Deferred income taxes


1,882



218Incremental tax benefits from share-based payment arrangements


(598
)


Changes in operating assets and liabilities, net:Receivables


(39,084
)


10,076Inventories


(12,557
)


8,227Accounts payable


(134
)


(38,575
)Accrued liabilities


5,916



(22,963
)Income taxes payable


3,002



(2,738
)Other


4,753



4,214Net cash provided by (used in) operating activities


13,654



6,124Cash Flows from Investing Activities:Purchases of businesses, net of cash acquired


(21,395
)


Purchases of property, plant and equipment


(5,315
)


(11,421
)Restricted cash used for change in control payments






2,356Other


5



867Net cash provided by (used in) investing activities


(26,705
)


(8,198
)Cash Flows from Financing Activities:Stock options exercised


3,326



54Repayment of debt and other borrowings


(72
)


(148,149
)Revolving credit facility proceeds (repayments), net






125,000Repurchase of common shares






(11,139
)Incremental tax benefits from share-based payment arrangements


598



Other


(3
)


Net cash provided by (used in) financing activities


3,849



(34,234
)Effect of exchange-rate changes on cash and cash equivalents


(2,887
)


(2,672
)Net increase (decrease) in cash and cash equivalents


(12,089
)


(38,980
)Cash and cash equivalents, beginning of period


478,613



292,494Cash and cash equivalents, end of period

$
466,524


$
253,514Cash payments for interest

$
5,603


$
9,973Cash payments for income taxes

$
8,155


$
14,010   The accompanying Notes are an
    integral part of these Consolidated Financial Statements.
 5




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##### Table of Contents



Thomas &
    Betts Corporation and Subsidiaries
  Notes
    to Consolidated Financial Statements
 (Unaudited)
  1.
    Basis of
    Presentation  Form 10-K
  2.
    Basic and
    Diluted Earnings Per Share    Quarter EndedMarch 31,2010


2009(In thousands, except per share data)Net earnings

$
27,952


$
26,069Basic shares:Average shares outstanding


52,067



52,569Basic earnings per share

$
0.54


$
0.50Diluted shares:Average shares outstanding


52,067



52,569Additional shares on the potential dilution from stock options
    and nonvested restricted stock


938



38353,005



52,952Diluted earnings per share

$
0.53


$
0.49   out-of-the-money out-of-the
  3.
    Acquisitions   6




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##### Table of Contents



4.
    Inventories    March 31,


December 31,2010


2009(In thousands)Finished goods

$
107,000


$
94,184Work-in-process


25,013



22,933Raw materials


90,892



92,151Total inventories

$
222,905


$
209,268   5.
    Property,
    Plant and Equipment    March 31,


December 31,2010


2009(In thousands)Land

$
22,969


$
23,111Building


206,072



205,941Machinery and equipment


718,950



714,303Construction-in-progress


10,227



11,311Property, plant and equipment, gross


958,218



954,666Less: Accumulated depreciation


667,149



657,846Property, plant and equipment, net

$
291,069


$
296,820  7




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##### Table of Contents



6.
    Goodwill
    and Other Intangible Assets    Quarter Ended March 31, 2010Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Electrical

$
836,582


$
5,910


$
(3,323
)

$
839,169Steel Structures


64,759











64,759HVAC


712







(52
)


660$
902,053


$
5,910


$
(3,375
)

$
904,588     Quarter Ended March 31, 2010Other Balance at








Primarily


Balance atBeginning of





Amortization


Currency


End ofPeriod


Additions


Expense


Translation


Period(In thousands)Intangible assets subject to amortization

$
227,920


$
6,800


$



$
(304
)

$
234,416Accumulated amortization


(61,112
)






(6,683
)


92



(67,703
)166,808



6,800



(6,683
)


(212
)


166,713Other intangible assets not subject to amortization


77,122



4,600







(450
)


81,272Total

$
243,930


$
11,400


$
(6,683
)

$
(662
)

$
247,985   7.
    Income
    Taxes     8




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##### Table of Contents



8.
    Comprehensive
    Income    Quarter EndedMarch 31,2010


2009(In thousands)Net earnings

$
27,952


$
26,069Net unrealized gains (losses) on cash flow hedge, net of tax


64



711Foreign currency translation adjustments


(7,544
)


(9,537
)Amortization of net prior service costs and net actuarial
    losses, net of tax


2,559



3,024Comprehensive income

$
23,031


$
20,267   9.
    Fair
    Value of Financial Instruments    10.
    Derivative
    Instruments    Interest
    Rate Swap Agreement
     9




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##### Table of Contents



Quarter EndedMarch 31,


March 31,2010


2009(In millions)Asset (liability) at beginning of period

$
(28.7
)

$
(39.7
)Total gains or losses (realized/unrealized):Included in earnings


(4.5
)


(4.2
)Included in other comprehensive income


0.1



1.2Settlements


4.5



4.1Asset (liability) at end of period

$
(28.6
)

$
(38.6
)     Forward
    Foreign Exchange Contracts
   10




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##### Table of Contents



Commodities
    Futures Contracts
    11.
    Debt    March 31,


December 31,2010


2009(In thousands)Senior credit
    facility(a)

$
390,000


$
390,000Unsecured notes5.625% Senior Notes due 2021, net of
    discount(b)


248,088



248,014Other, including capital leases


449



522Long-term debt (including current maturities)


638,537



638,536Less current maturities


449



522Long-term debt, net of current maturities

$
638,088


$
638,014    (a)

    
    Interest is paid monthly.(b)

    
    Interest is paid semi-annually.          
    a maximum leverage ratio of 3.75 to 1.00; and
    a minimum interest coverage ratio of 3.00 to 1.00. 11




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12.
    Share-Based
    Payment Arrangements     12




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13.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsMarch 31,


March 31,


March 31,


March 31,2010


2009


2010


2009(In thousands)Service cost

$
2,888


$
2,819


$
2


$
Interest cost


7,217



7,393



255



308Expected return on plan assets


(8,208
)


(6,598
)






Plan net loss (gain)


2,845



4,604



74



(20
)Prior service cost (gain)


282



277



(63
)


(63
)Transition obligation (asset)


(4
)


(3
)


192



193Settlement loss (gain)


199











Net periodic benefit cost

$
5,219


$
8,492


$
460


$
418     14.
    Segment
    Disclosures     13




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Quarter EndedMarch 31,2010


2009(In thousands)Net SalesElectrical

$
383,156


$
368,832Steel Structures


59,897



61,945HVAC


26,486



29,058Total

$
469,539


$
459,835Segment EarningsElectrical

$
66,876


$
57,440Steel Structures


9,890



14,430HVAC


4,291



5,722Segment earnings


81,057



77,592Corporate expense


(9,887
)


(11,198
)Depreciation, amortization and share-
    based compensation expense


(22,522
)


(21,596
)Interest expense, net


(8,371
)


(9,461
)Other (expense) income, net


130



1,905Earnings before income taxes

$
40,407


$
37,242   15.
    Contingencies  Legal
    Proceedings
    Guarantee
    and Indemnification Arrangements
   14




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Quarter EndedMarch 31,2010


2009(In thousands)Balance at beginning of period

$
3,064


$
3,112Liabilities accrued for warranties issued during the period


394



428Deductions for warranty claims paid during
    the period


(714
)


(474
)Changes in liability for pre-existing warranties 
    during the period, including expirations


3



(56
)Balance at end of period

$
2,747


$
3,010     16.
    Share
    Repurchase Plan    17.
    Subsequent
    Events    Form 10-Q
 15




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
    Critical
    Accounting Policies
  Form 10-K
  
    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 or
    year-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 the
    first-in,
    first-out (FIFO) method.
    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 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 16




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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 for the quarter ended March 31,
    2010.        
    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 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. 17




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##### Table of Contents




    Pension and Other Postretirement Benefit Plan Actuarial
    Assumptions:  We recognize the overfunded or
    underfunded status of benefit plans in our consolidated balance
    sheets. 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 expense
    and/or
    liability measurement. We evaluate these assumptions annually.
    Other assumptions include employee demographic factors
    (retirement patterns, mortality and turnover), rate of
    compensation increase and the healthcare 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
    March 31, 2010, 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. 18




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Summary
    of Consolidated Results
  Quarter Ended March 31,2010


2009% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
469,539



100.0


$
459,835



100.0Cost of sales


331,146



70.5



322,427



70.1Gross profit


138,393



29.5



137,408



29.9Selling, general and administrative


89,745



19.1



92,610



20.2Earnings from operations


48,648



10.4



44,798



9.7Interest expense, net


(8,371
)


(1.8
)


(9,461
)


(2.0
)Other (expense) income, net


130







1,905



0.4Earnings before income taxes


40,407



8.6



37,242



8.1Income tax provision


12,455



2.6



11,173



2.4Net earnings

$
27,952



6.0


$
26,069



5.7Earnings per share:Basic

$
0.54






$
0.50Diluted

$
0.53






$
0.49   2010
    Compared with 2009
  Overview
  year-over-year.
      Net
    Sales and Gross Profit
    year-over-year
 19




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##### Table of Contents



Selling,
    General and Administrative
    Interest
    Expense, Net
    Income
    Taxes
    Net
    Earnings
   20




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##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended March 31,2010


2009In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
383,156



81.6


$
368,832



80.2Steel Structures


59,897



12.8



61,945



13.5HVAC


26,486



5.6



29,058



6.3$
469,539



100.0


$
459,835



100.0   Segment
    Earnings
  Quarter Ended March 31,2010


2009In


% of Net


In


% of NetThousands


Sales


Thousands


SalesElectrical

$
66,876



17.5


$
57,440



15.6Steel Structures


9,890



16.5



14,430



23.3HVAC


4,291



16.2



5,722



19.7Segment earnings


81,057



17.3



77,592



16.9Corporate expense


(9,887
)






(11,198
)Depreciation, amortization and share-based compensation expense


(22,522
)






(21,596
)Interest expense, net


(8,371
)






(9,461
)Other (expense) income, net


130







1,905Earnings before income taxes

$
40,407






$
37,242       Electrical
    Segment
     21




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##### Table of Contents



Steel
    Structures Segment
    HVAC
    Segment
    Liquidity
    and Capital Resources
      Quarter EndedMarch 31,2010


2009(In thousands)Net cash provided by (used in) operating activities

$
13,654


$
6,124Net cash provided by (used in) investing activities


(26,705
)


(8,198
)Net cash provided by (used in) financing activities


3,849



(34,234
)Effect of exchange-rate changes on cash


(2,887
)


(2,672
)Net increase (decrease) in cash and cash equivalents

$
(12,089
)

$
(38,980
)   Operating
    Activities
     22




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##### Table of Contents



Investing
    Activities
      Financing
    Activities
      $750 million
    Credit Facility
          
    a maximum leverage ratio of 3.75 to 1.00; and
    a minimum interest coverage ratio of 3.00 to 1.00.     23




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##### Table of Contents



Other
    Credit Facilities
      Other
    Letters of Credit
    Compliance
    and Availability
    Credit
    Ratings
    Debt
    Securities
    Issue Date

Amount


Interest Rate


Interest Payable


Maturity DateNovember 2009

$
250.0 million



5.625
%


May 15 and November 15



November 2021    24




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##### Table of Contents



Qualified
    Pension Plans
    Acquisition
    Other
        Off-Balance
    Sheet Arrangements
     25




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
  Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   26




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##### Table of Contents



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


Maximumof Common


NumberShares


of CommonTotal


Average


Purchased


Shares thatNumber of


Price Paid


as Part of


May Yet BeCommon


per


Publicly


PurchasedShares


Common


Announced


UnderPeriod

Purchased


Share


Plans


the PlansOctober 2008 Plan (5,000,000 common shares authorized)Total for the quarter ended March 31, 2010





$








1,575,000   Item 5.
    Other
    Information    Item 6.
    Exhibits   27




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  William
    E. Weaver, Jr.     (principal financial officer)
  Date: April 30, 2010
 28




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##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit12


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

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

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

Certification of Principal Executive Officer Pursuant to Rule
    13a-14(b) or Rule
    15d-14(b) of
    the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. § 1350 and not filed as part of
    the Report or as a separate disclosure document32
.2

Certification of Principal Financial Officer Pursuant to Rule
    13a-14(b) or Rule
    15d-14(b) of
    the Securities Exchange Act of 1934 and furnished solely
    pursuant to 18 U.S.C. §1350 and not filed as part of
    the Report or as a separate disclosure document  29