##### 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, 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 April 30,
    2009Common Stock, $.10 par value

52,815,613




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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, 2009 and March 31,
    2008


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


4Consolidated Statements of Cash Flows
    for the Quarters Ended March 31, 2009 and March 31,
    2008


5Notes to Consolidated Financial
    Statements


6ITEM 2.

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


18ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


29ITEM 4.

Controls and Procedures


29PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


30ITEM 1A.

Risk Factors


30ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


30ITEM 5.

Other Information


30ITEM 6.

Exhibits


30SIGNATURE


31EXHIBIT INDEX


32Amended and Restated Termination Protection AgreementStatement re Computation of Ratio of Earnings to Fixed ChargesCertification of Principal Executive Officer Under Securties Exchange Act Rules 13a-14(a) or 15d-14(a)Certification of Principal Financial Officer Under Securties 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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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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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 31,2009


2008Net sales

$
459,835


$
595,504Cost of sales


322,427



409,243Gross profit


137,408



186,261Selling, general and administrative


92,610



116,285Earnings from operations


44,798



69,976Interest expense, net


(9,461
)


(12,332
)Other (expense) income, net


1,905



(1,277
)Earnings from continuing operations before income taxes


37,242



56,367Income tax provision


11,173



18,206Net earnings from continuing operations


26,069



38,161Earnings from discontinued operations, net






91Net earnings

$
26,069


$
38,252Basic earnings per share:Continuing operations

$
0.50


$
0.66Discontinued operations






Net earnings

$
0.50


$
0.66Diluted earnings per share:Continuing operations

$
0.49


$
0.66Discontinued operations






Net earnings

$
0.49


$
0.66Average shares outstanding:Basic


52,569



57,759Diluted


52,952



58,192    3




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


December 31,2009


2008ASSETSCurrent AssetsCash and cash equivalents

$
253,514


$
292,494Restricted cash


5,615



7,971Marketable securities


103



112Receivables, net


215,995



229,160Inventories


267,666



278,098Deferred income taxes


31,285



33,983Prepaid income taxes


9,061



9,090Other current assets


16,992



15,885Total Current Assets


800,231



866,793Property, plant and equipment, net


295,739



299,077Goodwill


879,046



880,410Other intangible assets, net


267,561



274,672Investments in unconsolidated companies


4,957



5,050Other assets


84,273



84,600Total Assets

$
2,331,807


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

$
682


$
148,751Accounts payable


140,577



180,750Accrued liabilities


114,568



138,553Income taxes payable


5,767



7,947Total Current Liabilities


261,594



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


637,305



512,193Long-term benefit plan liabilities


188,469



185,472Deferred income taxes


9,718



9,881Other long-term liabilities


78,648



82,398Contingencies (Note 15)Shareholders EquityCommon stock


5,215



5,263Additional paid-in capital


60,279



69,082Retained earnings


1,293,364



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


(202,785
)


(196,983
)Total Shareholders Equity


1,156,073



1,144,657Total Liabilities and Shareholders Equity

$
2,331,807


$
2,410,602    4




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Thomas &
    Betts Corporation and SubsidiariesConsolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
  Quarter EndedMarch 31,2009


2008Cash Flows from Operating Activities:Net earnings

$
26,069


$
38,252Adjustments:Depreciation and amortization


18,788



22,040Share-based compensation expense


2,808



6,520Deferred income taxes


218



729Incremental tax benefits from share-based payment arrangements






(489
)Changes in operating assets and liabilities, net:Receivables


10,076



(30,605
)Inventories


8,227



(32,606
)Accounts payable


(38,575
)


14,114Accrued liabilities


(22,963
)


(10,873
)Income taxes payable


(2,738
)


711Other


4,214



3,901Net cash provided by (used in) operating activities


6,124



11,694Cash Flows from Investing Activities:Purchases of property, plant and equipment


(11,421
)


(8,139
)Purchases of businesses, net of cash acquired






(90,583
)Restricted cash used for change in control payments


2,356



114Other


867



77Net cash provided by (used in) investing activities


(8,198
)


(98,531
)Cash Flows from Financing Activities:Repurchase of common shares


(11,139
)


Revolving credit facility proceeds, net


125,000



45,000Proceeds from (repayment of) debt and other borrowings


(148,149
)


1,348Stock options exercised


54



467Incremental tax benefits from share-based payment arrangements






489Net cash provided by (used in) financing activities


(34,234
)


47,304Effect of exchange-rate changes on cash and cash equivalents


(2,672
)


(213
)Net increase (decrease) in cash and cash equivalents


(38,980
)


(39,746
)Cash and cash equivalents, beginning of period


292,494



149,926Cash and cash equivalents, end of period

$
253,514


$
110,180Cash payments for interest

$
9,973


$
11,346Cash payments for income taxes

$
14,010


$
8,871    5




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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 31,2009


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

$
26,069


$
38,161Earnings from discontinued operations, net






91Net earnings

$
26,069


$
38,252Basic shares:Average shares outstanding


52,569



57,759Basic earnings per share:Continuing operations

$
0.50


$
0.66Discontinued operations






Net earnings

$
0.50


$
0.66Diluted shares:Average shares outstanding


52,569



57,759Additional shares on the potential dilution from stock options
    and nonvested restricted stock


383



43352,952



58,192Diluted earnings per share:Continuing operations

$
0.49


$
0.66Discontinued operations






Net earnings

$
0.49


$
0.66    6




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3.
    Inventories    March 31,


December 31,2009


2008(In thousands)Finished goods

$
126,743


$
134,589Work-in-process


27,814



28,595Raw materials


113,109



114,914Total inventories

$
267,666


$
278,098   4.
    Property,
    Plant and Equipment    March 31,


December 31,2009


2008(In thousands)Land

$
21,925


$
22,083Building


192,820



194,887Machinery and equipment


690,565



686,985Construction-in-progress


14,773



14,179Property, plant and equipment, gross


920,083



918,134Less: Accumulated depreciation


624,344



619,057Property, plant and equipment, net

$
295,739


$
299,077   5.
    Goodwill
    and Other Intangible Assets    Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Quarter Ended March 31, 2009Electrical

$
814,948


$



$
(1,333
)

$
813,615Steel Structures


64,759











64,759HVAC


703







(31
)


672$
880,410


$



$
(1,364
)

$
879,046  7




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Other Balance at








Primarily


Balance atBeginning of





Amortization


Translation


End ofPeriod


Additions


Expense


Adjustment


Period(In thousands)Quarter Ended March 31, 2009Intangible assets subject to amortization

$
226,752


$



$



$
(328
)

$
226,424Accumulated amortization


(34,885
)






(6,436
)


57



(41,264
)191,867







(6,436
)


(271
)


185,160Other intangible assets not subject to amortization


82,805











(404
)


82,401Total

$
274,672


$



$
(6,436
)

$
(675
)

$
267,561   6.
    Income
    Taxes      7.
    Comprehensive
    Income    Quarter EndedMarch 31,2009


2008(In thousands)Net earnings

$
26,069


$
38,252Change in unrealized gains (losses) on cash flow hedge, net of
    tax


711



(9,119
)Foreign currency translation adjustments


(9,537
)


1,707Amortization of net prior service costs and net actuarial
    losses, net of tax


3,024



449Comprehensive income

$
20,267


$
31,289   8.
    Fair
    Value of Financial Instruments   8




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9.
    Derivative
    Instruments    Interest
    Rate Swap Agreements
       9




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Fair Value Measures(Level 3)March 31,


March 31,2009


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

$
(39.7
)

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


(4.2
)


(1.1
)Included in other comprehensive income


1.2



(14.3
)Settlements


4.1



0.7Asset (liability) at end of period

$
(38.6
)

$
(28.3
)     Forward
    Foreign Exchange Contracts
    Commodities
    Futures Contracts
   10




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10.
    Debt    March 31,


December 31,2009


2008(In thousands)Senior credit
    facility(a)

$
515,000


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






146,8417.25% Notes due
    2013(c)


121,856



121,671Other, including capital leases


1,131



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


637,987



660,944Less current maturities


682



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

$
637,305


$
512,193    (a)

    
    Interest is paid monthly.(b)

    
    Repaid in February 2009 with $125 million obtained from the
    $750 million revolving credit facility and the remainder
    from available cash resources.(c)

    
    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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11.
    Share-Based
    Payment Arrangements     12




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12.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsMarch 31,


March 31,


March 31,


March 31,2009


2008


2009


2008(In thousands)Service cost

$
2,819


$
3,000


$



$
31Interest cost


7,393



7,373



308



361Expected return on plan assets


(6,598
)


(9,973
)






Plan net loss (gain)


4,604



345



(20
)


75Prior service cost (gain)


277



263



(63
)


(56
)Transition obligation (asset)


(3
)


(4
)


193



194Net periodic benefit cost

$
8,492


$
1,004


$
418


$
605     13.
    Lamson
    & Sessions Co. (LMS) Restructuring and
    Integration Plan     13




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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


(2.7
)


(0.7
)


(3.4
)Balance at March 31, 2009

$
6.4
(a)

$
4.4


$
10.8    (a)

    
    A substantial portion of this balance will be satisfied through
    the use of restricted cash on-hand as of March 31, 2009.    14.
    Segment
    Disclosures        14




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Quarter EndedMarch 31,2009


2008(In thousands)Net SalesElectrical

$
368,832


$
508,770Steel Structures


61,945



51,960HVAC


29,058



34,774Total

$
459,835


$
595,504Segment EarningsElectrical

$
57,440


$
96,121Steel Structures


14,430



10,042HVAC


5,722



5,635Segment earnings


77,592



111,798Corporate expense


(11,198
)


(13,262
)Depreciation, amortization expense and share-based compensation
    expense


(21,596
)


(28,560
)Interest expense, net


(9,461
)


(12,332
)Other (expense) income, net


1,905



(1,277
)Earnings from continuing operations before income taxes

$
37,242


$
56,367   15.
    Contingencies  Legal
    Proceedings
    Guarantee
    and Indemnification Arrangements
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others
 15




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Quarter EndedMarch 31,2009


2008(In thousands)Balance at beginning of period

$
3,112


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


428



475Deductions for warranty claims paid during the period


(474
)


(567
)Changes in liability for pre-existing warranties during the
    period, including expirations


(56
)


255Balance at end of period

$
3,010


$
4,057   16.
    Share
    Repurchase Plan    17.
    Recently
    Issued Accounting Standards     16




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Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Overview
    Critical
    Accounting Policies
  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 18




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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 the first quarter of 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
    blended to arrive at a single value for each reporting unit. Our
    annual determination of fair values involved a weighting of 25%
    to the market multiple approach, 50% to the discounted cash flow
    approach and 25% to the comparable transactions approach. 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 19




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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
    March 31, 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
   20




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##### Table of Contents



21




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##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended March 31,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
459,835



100.0


$
595,504



100.0Cost of sales


322,427



70.1



409,243



68.7Gross profit


137,408



29.9



186,261



31.3Selling, general and administrative


92,610



20.2



116,285



19.5Earnings from operations


44,798



9.7



69,976



11.8Interest expense, net


(9,461
)


(2.0
)


(12,332
)


(2.1
)Other (expense) income, net


1,905



0.4



(1,277
)


(0.2
)Earnings from continuing operations before income taxes


37,242



8.1



56,367



9.5Income tax provision


11,173



2.4



18,206



3.1Net earnings from continuing operations


26,069



5.7



38,161



6.4Earnings from discontinued operations, net










91



Net earnings

$
26,069



5.7


$
38,252



6.4Basis earnings per share:Continuing operations

$
0.50






$
0.66Discontinued operations










Net earnings

$
0.50






$
0.66Diluted earnings per share:Continuing operations

$
0.49






$
0.66Discontinued operations










Net earnings

$
0.49






$
0.66   2009
    Compared with 2008
  Overview
       22




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##### Table of Contents



Net
    Sales and Gross Profit
      Selling,
    General and Administrative
    Interest
    Expense, Net
    Income
    Taxes
    Net
    Earnings
   23




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##### Table of Contents



Summary
    of Segment Results
  Net
    Sales
  Quarter Ended March 31,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesElectrical

$
368,832



80.2


$
508,770



85.5Steel Structures


61,945



13.5



51,960



8.7HVAC


29,058



6.3



34,774



5.8$
459,835



100.0


$
595,504



100.0   Segment
    Earnings
  Quarter Ended March 31,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesElectrical

$
57,440



15.6


$
96,121



18.9Steel Structures


14,430



23.3



10,042



19.3HVAC


5,722



19.7



5,635



16.2Segment earnings


77,592



16.9



111,798



18.8Corporate expense


(11,198
)






(13,262
)Depreciation, amortization and share-based compensation


(21,596
)






(28,560
)Interest expense, net


(9,461
)






(12,332
)Other (expense) income, net


1,905







(1,277
)Earnings from continuing operations before income taxes

$
37,242






$
56,367       Electrical
    Segment
   24




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##### Table of Contents



Other
    Segments
      Liquidity
    and Capital Resources
      Quarter EndedMarch 31,2009


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

$
6,124


$
11,694Net cash provided by (used in) investing activities


(8,198
)


(98,531
)Net cash provided by (used in) financing activities


(34,234
)


47,304Effect of exchange-rate changes on cash


(2,672
)


(213
)Net increase (decrease) in cash and cash equivalents

$
(38,980
)

$
(39,746
)   Operating
    Activities
    Investing
    Activities
   25




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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
   26




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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    27




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##### Table of Contents



Qualified
    Pension Plans
    Other
        Lamson &
    Sessions Co. (LMS) Restructuring and Integration
    Plan
   28




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##### Table of Contents



Off-Balance
    Sheet Arrangements
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Financial Instruments
    Form 10-K.
  Item 4.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures      (b)
    Changes
    in Internal Control over Financial Reporting   29




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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)February 24, 2009


100,000


$
23.05



100,000



2,475,000March 9, 2009 to March 10, 2009


200,000


$
21.01



200,000



2,275,000March 16, 2009 to March 18, 2009


200,000


$
23.12



200,000



2,075,000Total for the quarter ended 
    March 31, 2009


500,000


$
22.26



500,000



2,075,000   Item 5.
    Other
    Information    Item 6.
    Exhibits   30




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  Kenneth
    W. Fluke     (principal financial officer)
  Date: May 1, 2009
 31




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##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description of
    Exhibit10
.1

Amended and Restated Termination Protection Agreement between
    Thomas & Betts Corporation and Stanley P. Locke dated
    January 15, 200912


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  32