##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30,
    2009oro

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
  Rule 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 July 28, 2009Common Stock, $.10 par value

52,852,825




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##### 





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

Financial Statements  Unaudited:


3Consolidated Statements of Operations
    for the Quarters and Six Months Ended June 30, 2009 and
    June 30, 2008


3Consolidated Balance Sheets as of
    June 30, 2009 and December 31, 2008


4Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2009 and
    June 30, 2008


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


20ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


33ITEM 4.

Controls and Procedures


33PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


34ITEM 1A.

Risk Factors


34ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


34ITEM 4.

Submission of Matters to a Vote of Security
    Holders


34ITEM 6.

Exhibits


35SIGNATURE


36EXHIBIT INDEX


37Statement 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 15d-14(b)Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) or 15d-14(b)   1




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##### Table of Contents



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

 anticipates

 intends should

 expects

 predict could

 might

 will may

 believes

   other similar expressions      (a)

    
    These risks and uncertainties, which are further explained in
    Item 1A. Risk Factors in our
    Form 10-K
    for the year ended December 31, 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.   2




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##### Table of Contents



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


Six Months Ended June 30,2009


2008


2009


2008Net sales

$
460,996


$
641,317


$
920,831


$
1,236,821Cost of sales


329,053



441,342



651,480



850,585Gross profit


131,943



199,975



269,351



386,236Selling, general and administrative


93,038



100,489



185,648



216,774Earnings from operations


38,905



99,486



83,703



169,462Interest expense, net


(8,378
)


(11,768
)


(17,839
)


(24,100
)Other (expense) income, net


1,845



(670
)


3,750



(1,947
)Gain on sale of equity interest






169,684







169,684Earnings from continuing operations before income taxes


32,372



256,732



69,614



313,099Income tax provision


9,711



108,692



20,884



126,898Net earnings from continuing operations


22,661



148,040



48,730



186,201Loss from discontinued operations, net






(200
)






(109
)Net earnings

$
22,661


$
147,840


$
48,730


$
186,092Basic earnings per share:Continuing operations

$
0.43


$
2.56


$
0.93


$
3.22Discontinued operations














Net earnings

$
0.43


$
2.56


$
0.93


$
3.22Diluted earnings per share:Continuing operations

$
0.43


$
2.54


$
0.92


$
3.20Discontinued operations














Net earnings

$
0.43


$
2.54


$
0.92


$
3.20Average shares outstanding:Basic


52,283



57,819



52,449



57,788Diluted


53,019



58,246



53,011



58,230    3




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##### Table of Contents



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


December 31,2009


2008ASSETSCurrent AssetsCash and cash equivalents

$
285,130


$
292,494Restricted cash


2,917



7,971Marketable securities


116



112Receivables, net


236,627



229,160Inventories


245,853



278,098Deferred income taxes


29,547



33,983Prepaid income taxes


9,232



9,090Other current assets


16,660



15,885Total Current Assets


826,082



866,793Property, plant and equipment, net


296,583



299,077Goodwill


891,464



880,410Other intangible assets, net


261,707



274,672Investments in unconsolidated companies


5,055



5,050Other assets


84,650



84,600Total Assets

$
2,365,541


$
2,410,602LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long-term debt

$
663


$
148,751Accounts payable


130,449



180,750Accrued liabilities


108,274



138,553Income taxes payable


6,734



7,947Total Current Liabilities


246,120



476,001Long-Term LiabilitiesLong-term debt, net of current maturities


622,441



512,193Long-term benefit plan liabilities


191,720



185,472Deferred income taxes


10,666



9,881Other long-term liabilities


72,124



82,398Contingencies (Note 16)Shareholders EquityCommon stock


5,217



5,263Additional paid-in capital


64,118



69,082Retained earnings


1,316,025



1,267,295Accumulated other comprehensive income (loss)


(162,890
)


(196,983
)Total Shareholders Equity


1,222,470



1,144,657Total Liabilities and Shareholders Equity

$
2,365,541


$
2,410,602    4




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
  Six Months EndedJune 30,2009


2008Cash Flows from Operating Activities:Net earnings

$
48,730


$
186,092Adjustments:Depreciation and amortization


37,993



43,198Share-based compensation expense


6,341



9,835Deferred income taxes


276



1,788Incremental tax benefits from share-based payment arrangements


(13
)


(583
)Gain on sale of equity interest






(169,684
)Changes in operating assets and liabilities, net:Receivables


(6,520
)


(54,371
)Inventories


33,450



(37,089
)Accounts payable


(51,191
)


30,180Accrued liabilities


(25,567
)


(17,773
)Income taxes payable


(2,270
)


89,658Lamson & Sessions Co. change in control payments


(5,495
)


(12,685
)Other


12,696



15,914Net cash provided by (used in) operating activities


48,430



84,480Cash Flows from Investing Activities:Purchases of property, plant and equipment


(21,117
)


(18,690
)Purchases of businesses, net of cash acquired






(90,571
)Proceeds from sale of equity interest, net






280,000Obligation from sale of equity interest






20,000Release of restricted cash for change in control payments


5,054



8,183Other


937



245Net cash provided by (used in) investing activities


(15,126
)


199,167Cash Flows from Financing Activities:Repurchase of common shares


(11,139
)


Revolving credit facility proceeds (repayments), net


110,000



(30,000
)Repayment of debt and other borrowings


(148,218
)


(116,407
)Stock options exercised


270



1,068Incremental tax benefits from share-based payment arrangements


13



583Net cash provided by (used in) financing activities


(49,074
)


(144,756
)Effect of exchange-rate changes on cash and cash equivalents


8,406



(732
)Net increase (decrease) in cash and cash equivalents


(7,364
)


138,159Cash and cash equivalents, beginning of period


292,494



149,926Cash and cash equivalents, end of period

$
285,130


$
288,085Cash payments for interest

$
20,443


$
26,921Cash payments for income taxes

$
21,708


$
27,468    5




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##### Table of Contents



Thomas &
    Betts Corporation and SubsidiariesNotes to Consolidated Financial Statements
    (Unaudited)
  1.
    Basis of
    Presentation  Form 10-K
  2.
    Basic and
    Diluted Earnings Per Share    Quarter Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In thousands, except per share data)Net earnings from continuing operations

$
22,661


$
148,040


$
48,730


$
186,201Loss from discontinued operations, net






(200
)






(109
)Net earnings

$
22,661


$
147,840


$
48,730


$
186,092Basic shares:Average shares outstanding


52,283



57,819



52,449



57,788Basic earnings per share:Continuing operations

$
0.43


$
2.56


$
0.93


$
3.22Discontinued operations














Net earnings

$
0.43


$
2.56


$
0.93


$
3.22Diluted shares:Average shares outstanding


52,283



57,819



52,449



57,788Additional shares on the potential dilution from stock options
    and nonvested restricted stock


736



427



562



44253,019



58,246



53,011



58,230Diluted earnings per share:Continuing operations

$
0.43


$
2.54


$
0.92


$
3.20Discontinued operations














Net earnings

$
0.43


$
2.54


$
0.92


$
3.20    6




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##### Table of Contents



3.
    Inventories    June 30,


December 31,2009


2008(In thousands)Finished goods

$
111,006


$
134,589Work-in-process


28,600



28,595Raw materials


106,247



114,914Total inventories

$
245,853


$
278,098   4.
    Property,
    Plant and Equipment    June 30,


December 31,2009


2008(In thousands)Land

$
22,462


$
22,083Building


196,426



194,887Machinery and equipment


699,724



686,985Construction-in-progress


15,013



14,179Property, plant and equipment, gross


933,625



918,134Less: Accumulated depreciation


637,042



619,057Property, plant and equipment, net

$
296,583


$
299,077   5.
    Gain or
    Sale of Equity Interest   7




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##### Table of Contents



6.
    Goodwill
    and Other Intangible Assets    Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Quarter Ended June 30, 2009Electrical

$
813,615


$



$
12,401


$
826,016Steel Structures


64,759











64,759HVAC


672







17



689$
879,046


$



$
12,418


$
891,464     Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Six Months Ended June 30, 2009Electrical

$
814,948


$



$
11,068


$
826,016Steel Structures


64,759











64,759HVAC


703







(14
)


689$
880,410


$



$
11,054


$
891,464     Other Balance at








Primarily


Balance atBeginning of





Amortization


Translation


End ofPeriod


Additions


Expense


Adjustment


Period(In thousands)Quarter Ended June 30, 2009Intangible assets subject to amortization

$
226,424


$



$



$
518


$
226,942Accumulated amortization


(41,264
)






(6,446
)


(142
)


(47,852
)185,160







(6,446
)


376



179,090Other intangible assets not subject to amortization


82,401











216



82,617Total

$
267,561


$



$
(6,446
)

$
592


$
261,707  8




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##### Table of Contents



Other Balance at








Primarily


Balance atBeginning of





Amortization


Translation


End ofPeriod


Additions


Expense


Adjustment


Period(In thousands)Six Months Ended June 30, 2009Intangible assets subject to amortization

$
226,752


$



$



$
190


$
226,942Accumulated amortization


(34,885
)






(12,882
)


(85
)


(47,852
)191,867







(12,882
)


105



179,090Other intangible assets not subject to amortization


82,805











(188
)


82,617Total

$
274,672


$



$
(12,882
)

$
(83
)

$
261,707   7.
    Income
    Taxes     9




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##### Table of Contents



8.
    Comprehensive
    Income    Quarter Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In thousands)Net earnings

$
22,661


$
147,840


$
48,730


$
186,092Net unrealized gains on cash flow hedge, net of tax


4,597



9,342



5,308



223Foreign currency translation adjustments


32,314



(456
)


22,777



1,251Amortization of net prior service costs and net actuarial
    losses, net of tax


2,984



1,736



6,008



2,185Comprehensive income

$
62,556


$
158,462


$
82,823


$
189,751   9.
    Fair
    Value of Financial Instruments    10.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
   10




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##### Table of Contents



Fair Value Measures(Level 3)Quarter Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008(In millions)Asset (liability) at beginning of period

$
(38.6
)

$
(28.3
)

$
(39.7
)

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


(4.4
)


(2.2
)


(8.6
)


(3.3
)Included in other comprehensive income


7.5



15.1



8.7



0.8Settlements


4.4



2.2



8.5



2.9Asset (liability) at end of period

$
(31.1
)

$
(13.2
)

$
(31.1
)

$
(13.2
)     Forward
    Foreign Exchange Contracts
   11




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##### Table of Contents



Commodities
    Futures Contracts
    11.
    Debt    June 30,


December 31,2009


2008(In thousands)Senior credit
    facility(a)

$
500,000


$
390,000Unsecured notes6.39% Notes due 2009






146,8417.25% Notes due
    2013(b)


122,041



121,671Other, including capital leases


1,063



2,432Long-term debt (including current maturities)


623,104



660,944Less current maturities


663



148,751Long-term debt, net of current maturities

$
622,441


$
512,193    (a)

    
    Interest is paid monthly.(b)

    
    Interest is paid semi-annually.     12




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##### Table of Contents




    a maximum leverage ratio of 3.75 to 1.00; and
    a minimum interest coverage ratio of 3.00 to 1.00.              12.
    Share-Based
    Payment Arrangements   13




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##### Table of Contents



13.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008(In thousands)Service cost

$
3,305


$
3,019


$
3


$
25Interest cost


7,520



7,845



311



356Expected return on plan assets


(6,592
)


(9,942
)






Plan net loss (gain)


2,947



906



(49
)


95Prior service cost (gain)


276



309



(63
)


(56
)Transition obligation (asset)


(2
)


(3
)


190



189Curtailment loss (gain)


1,300











(477
)Net periodic benefit cost

$
8,754


$
2,134


$
392


$
132   14




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##### Table of Contents



Six Months EndedOtherPostretirementPension Benefits


BenefitsJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008(In thousands)Service cost

$
6,124


$
6,019


$
3


$
56Interest cost


14,913



15,218



619



717Expected return on plan assets


(13,190
)


(19,915
)






Plan net loss (gain)


7,551



1,251



(69
)


170Prior service cost (gain)


553



572



(126
)


(112
)Transition obligation (asset)


(5
)


(7
)


383



383Curtailment loss (gain)


1,300











(477
)Net periodic benefit cost

$
17,246


$
3,138


$
810


$
737     14.
    Lamson &
    Sessions Co. (LMS) Restructuring and Integration
    Plan     15




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##### Table of Contents



Work Force


FacilityReductions


Closures


Total(In millions)Balance at March 31, 2009

$
6.4


$
4.4


$
10.8Restructuring accrual additions










Cost/payments charged against reserves


(3.8
)


(0.3
)


(4.1
)Balance at June 30, 2009

$
2.6
(a)

$
4.1


$
6.7     Work Force


FacilityReductions


Closures


Total(In millions)Balance at December 31, 2008

$
9.1


$
5.1


$
14.2Restructuring accrual additions










Cost/payments charged against reserves


(6.5
)


(1.0
)


(7.5
)Balance at June 30, 2009

$
2.6
(a)

$
4.1


$
6.7    (a)

    
    A substantial portion of this balance will be satisfied through
    the use of restricted cash on-hand as of June 30, 2009.    15.
    Segment
    Disclosures     16




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##### Table of Contents



Quarter Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In thousands)Net SalesElectrical

$
383,358


$
550,795


$
752,190


$
1,059,565Steel Structures


54,950



56,431



116,895



108,391HVAC


22,688



34,091



51,746



68,865Total

$
460,996


$
641,317


$
920,831


$
1,236,821Segment EarningsElectrical

$
58,773


$
110,826


$
116,213


$
206,947Steel Structures


12,118



10,545



26,548



20,587HVAC


2,562



6,160



8,284



11,795Segment earnings


73,453



127,531



151,045



239,329Corporate expense


(11,810
)


(3,572
)


(23,008
)


(16,834
)Depreciation, amortization expense and share-based compensation
    expense


(22,738
)


(24,473
)


(44,334
)


(53,033
)Interest expense, net


(8,378
)


(11,768
)


(17,839
)


(24,100
)Other (expense) income, net


1,845



(670
)


3,750



(1,947
)Gain on sale of equity interest






169,684







169,684Earnings from continuing operations before income taxes

$
32,372


$
256,732


$
69,614


$
313,099   16.
    Contingencies  Legal
    Proceedings
   17




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##### Table of Contents



Guarantee
    and Indemnification Arrangements
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others
      Quarter Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In thousands)Balance at beginning of period

$
3,010


$
4,057


$
3,112


$
3,894Liabilities accrued for warranties issued during the period


329



1,160



757



1,635Deductions for warranty claims paid during the period


(277
)


(1,287
)


(751
)


(1,854
)Changes in liability for pre-existing warranties during the
    period, including expirations


(30
)


(165
)


(86
)


90Balance at end of period

$
3,032


$
3,765


$
3,032


$
3,765   17.
    Share
    Repurchase Plan   18




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##### Table of Contents



18.
    Recently
    Issued Accounting Standards          19.
    Subsequent
    Events   19




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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. We
    provide allowances for doubtful accounts when credit losses are
    both probable and estimable. 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.
    Inventory Valuation:  Inventories are stated at
    the lower of cost or market. Cost is determined using the
    first-in,
    first-out (FIFO) method. To ensure inventories are carried at
    the lower of cost or market, 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 and liabilities.
    Goodwill consists principally of the excess of cost over the
    fair value of net 20




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##### Table of Contents



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 also follow the provisions of
    SFAS No. 142, Goodwill and Other Intangible
    Assets. SFAS No. 142 requires 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.Under the provisions of SFAS No. 142, each test of
    goodwill requires us to determine the fair value of each
    reporting unit and compare the fair value to the reporting
    units carrying amount. SFAS No. 142 defines a
    reporting unit 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 follow the provisions of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, we
    evaluate assets at the lowest level of identifiable cash flows
    for associated product groups. We review long-lived assets to be
    held-and-used
    for impairment whenever events or changes in circumstances
    indicate that the carrying amount of 21




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##### Table of Contents



the assets may not be recoverable. Indications of impairment
    require significant judgment by management. If the sum of the
    undiscounted expected future cash flows over the remaining
    useful life of the primary asset in the associated product
    groups is less than the carrying amount of the assets, the
    assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, we estimate fair values using the expected
    future cash flows discounted at a rate commensurate with the
    risks associated with the recovery of the assets. Assets to be
    disposed of are reported at the lower of carrying amount or fair
    value less costs to dispose.  
    Pension and Other Postretirement Benefit Plan Actuarial
    Assumptions:We follow the provisions of
    SFAS No. 87, Employers Accounting for
    Pensions, SFAS No. 88, Employers
    Accounting for Settlements and Curtailments of Defined Benefit
    Pension Plans and for Termination Benefits,
    SFAS No. 106, Employers Accounting for
    Postretirement Benefits Other than Pensions,
    SFAS No. 132 (Revised), Employers
    Disclosures about Pensions and Other Postretirement
    Benefits and SFAS No. 158, Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans. For purposes of calculating pension and
    postretirement medical benefit obligations and related costs, 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
    June 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
   22




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23




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##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended June 30,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
460,996



100.0


$
641,317



100.0Cost of sales


329,053



71.4



441,342



68.8Gross profit


131,943



28.6



199,975



31.2Selling, general and administrative


93,038



20.2



100,489



15.7Earnings from operations


38,905



8.4



99,486



15.5Interest expense, net


(8,378
)


(1.8
)


(11,768
)


(1.9
)Other (expense) income, net


1,845



0.4



(670
)


(0.1
)Gain on sale of equity interest










169,684



26.5Earnings from continuing operations before income taxes


32,372



7.0



256,732



40.0Income tax provision


9,711



2.1



108,692



16.9Net earnings from continuing operations


22,661



4.9



148,040



23.1Earnings from discontinued operations, net










(200
)


Net earnings

$
22,661



4.9


$
147,840



23.1Basis earnings per share:Continuing operations

$
0.43






$
2.56Discontinued operations










Net earnings

$
0.43






$
2.56Diluted earnings per share:Continuing operations

$
0.43






$
2.54Discontinued operations










Net earnings

$
0.43






$
2.54   24




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##### Table of Contents



Six Months Ended June 30,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
920,831



100.0


$
1,236,821



100.0Cost of sales


651,480



70.7



850,585



68.8Gross profit


269,351



29.3



386,236



31.2Selling, general and administrative


185,648



20.2



216,774



17.5Earnings from operations


83,703



9.1



169,462



13.7Interest expense, net


(17,839
)


(1.9
)


(24,100
)


(1.9
)Other (expense) income, net


3,750



0.4



(1,947
)


(0.2
)Gain on sale of equity interest










169,684



13.7Earnings from continuing operations before income taxes


69,614



7.6



313,099



25.3Income tax provision


20,884



2.3



126,898



10.2Net earnings from continuing operations


48,730



5.3



186,201



15.1Earnings from discontinued operations, net










(109
)


(0.1
)Net earnings

$
48,730



5.3


$
186,092



15.0Basis earnings per share:Continuing operations

$
0.93






$
3.22Discontinued operations










Net earnings

$
0.93






$
3.22Diluted earnings per share:Continuing operations

$
0.92






$
3.20Discontinued operations










Net earnings

$
0.92






$
3.20   2009
    Compared with 2008
  Overview
       25




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##### Table of Contents



Net
    Sales and Gross Profit
      Selling,
    General and Administrative
    Interest
    Expense, Net
    Income
    Taxes
   26




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##### Table of Contents



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


Six Months Ended June 30,2009


2008


2009


2008In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
383,358



83.2


$
550,795



85.9


$
752,190



81.7


$
1,059,565



85.7Steel Structures


54,950



11.9



56,431



8.8



116,895



12.7



108,391



8.7HVAC


22,688



4.9



34,091



5.3



51,746



5.6



68,865



5.6$
460,996



100.0


$
641,317



100.0


$
920,831



100.0


$
1,236,821



100.0   Segment
    Earnings
  Quarter Ended June 30,


Six Months Ended June 30,2009


2008


2009


2008In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
58,773



15.3


$
110,826



20.1


$
116,213



15.4


$
206,947



19.5Steel Structures


12,118



22.1



10,545



18.7



26,548



22.7



20,587



19.0HVAC


2,562



11.3



6,160



18.1



8,284



16.0



11,795



17.1Segment earnings


73,453



15.9



127,531



19.9



151,045



16.4



239,329



19.4Corporate expense


(11,810
)






(3,572
)






(23,008
)






(16,834
)Depreciation and amortization expense


(19,205
)






(21,158
)






(37,993
)






(43,198
)Share-based compensation expense


(3,533
)






(3,315
)






(6,341
)






(9,835
)Interest expense, net and other (expense) income, net


(6,533
)






(12,438
)






(14,089
)






(26,047
)Gain on sale of equity interest










169,684















169,684Earnings before income taxes

$
32,732






$
256,732






$
69,614






$
313,099    27




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##### Table of Contents



Electrical
    Segment
    year-over-year
  Other
    Segments
      Liquidity
    and Capital Resources
   28




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##### Table of Contents



Six Months EndedJune 30,2009


2008(In thousands)Net cash provided by (used in) operating activities

$
48,430


$
84,480Net cash provided by (used in) investing activities


(15,126
)


199,167Net cash provided by (used in) financing activities


(49,074
)


(144,756
)Effect of exchange-rate changes on cash


8,406



(732
)Net increase (decrease) in cash and cash equivalents

$
(7,364
)

$
138,159   Operating
    Activities
      Investing
    Activities
     29




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##### Table of Contents



Financing
    Activities
      $750 million
    Credit Facility
    Quantitative and
    Qualitative Disclosures about Market Risk
      
    a maximum leverage ratio of 3.75 to 1.00; and
    a minimum interest coverage ratio of 3.00 to 1.00.      Other
    Credit Facilities
     30




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##### Table of Contents



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

Amount


Interest Rate


Interest Payable


Maturity DateMay 2003

$
125.0 million



7.25
%


June 1 and December 1



June 2013     Qualified
    Pension Plans
   31




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##### Table of Contents



Other
        Lamson &
    Sessions Co. (LMS) Restructuring and Integration
    Plan
     32




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
      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   33




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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 June 30, 2009





$








2,075,000   Item 4.
    Submission
    of Matters to a Vote of Security Holders    1.

Nominees for Director

For

WithheldJeananne K. Hauswald


27,987,701



19,646,190Dean Jernigan


46,621,106



1,012,785Ronald B. Kalich, Sr.


27,976,939



19,656,952Kenneth R. Masterson


27,994,551



19,639,340Dominic J. Pileggi


46,442,852



1,191,039Jean-Paul Richard


46,309,865



1,324,026Rufus H. Rivers


46,138,858



1,495,033Kevin L. Roberg


46,626,840



1,007,051David D. Stevens


46,617,939



1,015,952William H. Waltrip


46,420,402



1,213,489  34




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##### Table of Contents



2.
    For the proposal to ratify the appointment of KPMG LLP as the
    independent registered public accounting firm, received:  For

46,709,989Against

806,189Abstentions

117,713Broker non-votes

0   Item 6.
    Exhibits   35




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
  Date: July 31, 2009
 36




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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  37