##### Table of Contents





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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30,
    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
  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 October 26,
    2009Common Stock, $.10 par value

52,368,630




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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
    Quarter and
    Nine Months Ended September 30, 2009 and September 30,
    2008


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


4Consolidated Statements of Cash Flows for the Nine
    Months Ended September 30, 2009 and September 30,
    2008


5Notes to Consolidated Financial Statements


6ITEM 2.

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


19ITEM 3.

Quantitative and Qualitative Disclosures About
    Market Risk


32ITEM 4.

Controls and Procedures


32PART II. OTHER INFORMATIONITEM 1.

Legal Proceedings


33ITEM 1A.

Risk Factors


33ITEM 2.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


33ITEM 6.

Exhibits


33SIGNATURE


34EXHIBIT INDEX


35Statement 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 Subsidiaries
  Consolidated
    Statements of Operations
    (In thousands, except per share data)
    (Unaudited)  Quarter Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Net sales

$
485,075


$
665,679


$
1,405,906


$
1,902,500Cost of sales


337,485



457,406



988,965



1,307,991Gross profit


147,590



208,273



416,941



594,509Selling, general and administrative


91,957



106,918



277,605



323,692Earnings from operations


55,633



101,355



139,336



270,817Interest expense, net


(8,478
)


(9,355
)


(26,317
)


(33,455
)Other (expense) income, net


(2,101
)


(469
)


1,649



(2,416
)Gain on sale of equity interest














169,684Earnings from continuing operations
    before income taxes


45,054



91,531



114,668



404,630Income tax provision


12,943



28,375



33,827



155,273Net earnings from continuing operations


32,111



63,156



80,841



249,357Loss from discontinued operations, net






(997
)






(1,106
)Net earnings

$
32,111


$
62,159


$
80,841


$
248,251Basic earnings (loss) per share:Continuing operations

$
0.62


$
1.11


$
1.54


$
4.35Discontinued operations






(0.01
)






(0.02
)Net earnings

$
0.62


$
1.10


$
1.54


$
4.33Diluted earnings (loss) per share:Continuing operations

$
0.61


$
1.11


$
1.53


$
4.31Discontinued operations






(0.02
)






(0.02
)Net earnings

$
0.61


$
1.09


$
1.53


$
4.29Average shares outstanding:Basic


52,178



56,678



52,356



57,339Diluted


52,858



57,142



52,987



57,802    3




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


December 31,2009


2008ASSETSCurrent AssetsCash and cash equivalents

$
357,429


$
292,494Restricted cash


2,917



7,971Marketable securities


126



112Receivables, net


243,424



229,160Inventories


231,134



278,098Deferred income taxes


31,236



33,983Prepaid income taxes


6,923



9,090Other current assets


15,387



15,885Total Current Assets


888,576



866,793Property, plant and equipment, net


298,595



299,077Goodwill


897,468



880,410Other intangible assets, net


256,241



274,672Investments in unconsolidated companies


5,166



5,050Other assets


83,816



84,600Total Assets

$
2,429,862


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

$
593


$
148,751Accounts payable


138,882



180,750Accrued liabilities


110,709



138,553Income taxes payable


14,044



7,947Total Current Liabilities


264,228



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


607,626



512,193Long-term benefit plan liabilities


194,814



185,472Deferred income taxes


10,922



9,881Other long-term liabilities


75,398



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


5,168



5,263Additional paid-in capital


53,175



69,082Retained earnings


1,348,136



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


(129,605
)


(196,983
)Total Shareholders Equity


1,276,874



1,144,657Total Liabilities and Shareholders Equity

$
2,429,862


$
2,410,602    4




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


2008Cash Flows from Operating Activities:Net earnings

$
80,841


$
248,251Adjustments:Depreciation and amortization


56,417



61,771Share-based compensation expense


8,946



12,151Deferred income taxes


(1,658
)


(6,855
)Incremental tax benefits from share-based payment arrangements


(19
)


(609
)Gain on sale of equity interest






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


(7,863
)


(66,840
)Inventories


51,878



(37,781
)Accounts payable


(45,798
)


24,263Accrued liabilities


(24,857
)


(14,275
)Income taxes payable


7,065



40,987Pension and other postretirement benefits


22,376



3,543Lamson & Sessions Co. change in control payments


(5,275
)


(12,685
)Other


3,374



4,203Net cash provided by (used in) operating activities


145,427



86,440Cash Flows from Investing Activities:Purchases of property, plant and equipment


(32,250
)


(29,839
)Purchases of businesses, net of cash acquired






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






280,000Proceeds from sale of businesses, net






51,619Release of restricted cash for change in control payments


5,054



8,134Other


953



412Net cash provided by (used in) investing activities


(26,243
)


219,755Cash Flows from Financing Activities:Repurchase of common shares


(24,907
)


(100,572
)Revolving credit facility proceeds (repayments), net


95,000



(30,000
)Repayment of debt and other borrowings


(148,288
)


(120,073
)Stock options exercised


451



1,883Incremental tax benefits from share-based payment arrangements


19



609Net cash provided by (used in) financing activities


(77,725
)


(248,153
)Effect of exchange-rate changes on cash and cash equivalents


23,476



(5,058
)Net increase (decrease) in cash and cash equivalents


64,935



52,984Cash and cash equivalents, beginning of period


292,494



149,926Cash and cash equivalents, end of period

$
357,429


$
202,910Cash payments for interest

$
26,527


$
37,391Cash payments for income taxes

$
26,251


$
114,389    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


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


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

$
32,111


$
63,156


$
80,841


$
249,357Loss from discontinued operations, net






(997
)






(1,106
)Net earnings

$
32,111


$
62,159


$
80,841


$
248,251Basic shares:Average shares outstanding


52,178



56,678



52,356



57,339Basic earnings (loss) per share:Continuing operations

$
0.62


$
1.11


$
1.54


$
4.35Discontinued operations






(0.01
)






(0.02
)Net earnings

$
0.62


$
1.10


$
1.54


$
4.33Diluted shares:Average shares outstanding


52,178



56,678



52,356



57,339Additional shares on the potential dilution from stock options
    and nonvested restricted stock


680



464



631



46352,858



57,142



52,987



57,802Diluted earnings (loss) per share:Continuing operations

$
0.61


$
1.11


$
1.53


$
4.31Discontinued operations






(0.02
)






(0.02
)Net earnings

$
0.61


$
1.09


$
1.53


$
4.29   out-of-the-money out-of-the
 6




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##### Table of Contents



Out-of-the
  3.
    Inventories    September 30,


December 31,2009


2008(In thousands)Finished goods

$
99,414


$
134,589Work-in-process


29,443



28,595Raw materials


102,277



114,914Total inventories

$
231,134


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


December 31,2009


2008(In thousands)Land

$
22,908


$
22,083Building


204,211



194,887Machinery and equipment


711,094



686,985Construction-in-progress


12,691



14,179Property, plant and equipment, gross


950,904



918,134Less: Accumulated depreciation


652,309



619,057Property, plant and equipment, net

$
298,595


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




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6.
    Goodwill
    and Other Intangible Assets    Quarter Ended September 30, 2009Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Electrical

$
826,016


$



$
5,968


$
831,984Steel Structures


64,759











64,759HVAC


689







36



725$
891,464


$



$
6,004


$
897,468     Nine Months Ended September 30, 2009Other Balance at





Primarily


Balance atBeginning of





Currency


End ofPeriod


Additions


Translation


Period(In thousands)Electrical

$
814,948


$



$
17,036


$
831,984Steel Structures


64,759











64,759HVAC


703







22



725$
880,410


$



$
17,058


$
897,468     Quarter Ended September 30, 2009Other Balance at








Primarily


Balance atBeginning of





Amortization


Translation


End ofPeriod


Additions


Expense


Adjustment


Period(In thousands)Intangible assets subject to amortization

$
226,942


$



$



$
681


$
227,623Accumulated amortization


(47,852
)






(6,471
)


(219
)


(54,542
)179,090







(6,471
)


462



173,081Other intangible assets not subject to amortization


82,617











543



83,160Total

$
261,707


$



$
(6,471
)

$
1,005


$
256,241  8




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Nine Months Ended September 30, 2009Other Balance at








Primarily


Balance atBeginning of





Amortization


Translation


End ofPeriod


Additions


Expense


Adjustment


Period(In thousands)Intangible assets subject to amortization

$
226,752


$



$



$
871


$
227,623Accumulated amortization


(34,885
)






(19,353
)


(304
)


(54,542
)191,867







(19,353
)


567



173,081Other intangible assets not subject to amortization


82,805











355



83,160Total

$
274,672


$



$
(19,353
)

$
922


$
256,241   7.
    Income
    Taxes  out-of-period,
    8.
    Comprehensive
    Income    Quarter Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In thousands)Net earnings

$
32,111


$
62,159


$
80,841


$
248,251Net unrealized gains (losses) on cash flow hedge, net of tax


(374
)


(1,139
)


4,934



(916
)Foreign currency translation adjustments


30,675



(23,816
)


53,453



(22,565
)Amortization of net prior service costs and net actuarial
    losses, net of tax


2,984



531



8,991



2,716Comprehensive income

$
65,396


$
37,735


$
148,219


$
227,486  9




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


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

$
(31.1
)

$
(13.2
)

$
(39.7
)

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


(4.6
)


(2.4
)


(13.2
)


(5.7
)Included in other comprehensive income


(0.6
)


(1.8
)


8.1



(1.0
)Settlements


4.6



2.4



13.1



5.3Asset (liability) at end of period

$
(31.7
)

$
(15.0
)

$
(31.7
)

$
(15.0
)     Forward
    Foreign Exchange Contracts
  mark-to-market
  Commodities
    Futures Contracts
   11




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11.
    Debt    September 30,


December 31,2009


2008(In thousands)Senior credit
    facility(a)

$
485,000


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






146,8417.25% Notes due
    2013(b)


122,226



121,671Other, including capital leases


993



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


608,219



660,944Less current maturities


593



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

$
607,626


$
512,193    (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.     12




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12.
    Share-Based
    Payment Arrangements       13




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13.
    Pension
    and Other Postretirement Benefits    Quarter EndedOtherPostretirementPension Benefits


BenefitsSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In thousands)Service cost

$
3,062


$
2,867


$
1


$
2Interest cost


7,457



7,613



310



312Expected return on plan assets


(6,595
)


(9,706
)






Plan net loss (gain)


3,776



625



(35
)


(24
)Prior service cost (gain)


277



286



(63
)


(63
)Transition obligation (asset)


(3
)


(4
)


192



192Net periodic benefit cost

$
7,974


$
1,681


$
405


$
419   Nine Months EndedOtherPostretirementPension Benefits


BenefitsSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In thousands)Service cost

$
9,186


$
8,886


$
4


$
58Interest cost


22,370



22,831



929



1,029Expected return on plan assets


(19,785
)


(29,621
)






Plan net loss (gain)


11,327



1,876



(104
)


146Prior service cost (gain)


830



858



(189
)


(175
)Transition obligation (asset)


(8
)


(11
)


575



575Curtailment loss (gain)


1,300











(477
)Net periodic benefit cost

$
25,220


$
4,819


$
1,215


$
1,156     14.
    Lamson &
    Sessions Co. (LMS) Restructuring and Integration
    Plan   14




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##### Table of Contents



Work Force


FacilityReductions


Closures


Total(In millions)Balance at June 30, 2009

$
2.6


$
4.1


$
6.7Restructuring accrual additions










Cost/payments charged against reserves


(1.2
)


(1.0
)


(2.2
)Balance at September 30, 2009

$
1.4
(a)

$
3.1


$
4.5     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


(7.7
)


(2.0
)


(9.7
)Balance at September 30, 2009

$
1.4
(a)

$
3.1


$
4.5    (a)

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




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15.
    Segment
    Disclosures     16




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##### Table of Contents



Quarter Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In thousands)Net SalesElectrical

$
410,872


$
578,817


$
1,163,062


$
1,638,382Steel Structures


50,922



55,700



167,817



164,091HVAC


23,281



31,162



75,027



100,027Total

$
485,075


$
665,679


$
1,405,906


$
1,902,500Segment EarningsElectrical

$
78,267


$
119,146


$
194,480


$
326,093Steel Structures


10,082



9,032



36,630



29,619HVAC


3,221



5,349



11,505



17,144Segment earnings


91,570



133,527



242,615



372,856Corporate expense


(14,908
)


(11,283
)


(37,916
)


(28,117
)Depreciation, amortization and share-based compensation expense


(21,029
)


(20,889
)


(65,363
)


(73,922
)Interest expense, net


(8,478
)


(9,355
)


(26,317
)


(33,455
)Other (expense) income, net


(2,101
)


(469
)


1,649



(2,416
)Gain on sale of equity interest














169,684Earnings from continuing operations before income taxes

$
45,054


$
91,531


$
114,668


$
404,630   16.
    Contingencies  Legal
    Proceedings
   17




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##### Table of Contents



Guarantee
    and Indemnification Arrangements
      Nine MonthsQuarter Ended


EndedSeptember 30,


September 30,2009


2008


2009


2008(In thousands)Balance at beginning of period

$
3,032


$
3,765


$
3,112


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


270



541



1,027



2,176Deductions for warranty claims paid during the period


(325
)


(752
)


(1,076
)


(2,606
)Changes in liability for pre-existing warranties during the
    period, including expirations


(35
)


4



(121
)


94Balance at end of period

$
2,942


$
3,558


$
2,942


$
3,558     17.
    Share
    Repurchase Plan    18.
    Subsequent
    Events  Form 10-Q
 18




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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. 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 19




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##### Table of Contents



and liabilities. Goodwill consists principally of the excess of
    cost over the fair value of net assets acquired in business
    combinations and is not amortized. For each amortizable
    intangible asset, we use a method of amortization that reflects
    the pattern in which the economic benefits of the intangible
    asset are consumed. If that pattern cannot be reliably
    determined, the straight-line amortization method is used. We
    perform an annual impairment test of goodwill and
    indefinite-lived intangible assets. We perform our annual
    impairment assessment as of the beginning of the fourth quarter
    of each year, unless circumstances dictate more frequent interim
    assessments. In evaluating when an interim assessment of
    goodwill is necessary, we consider, among other things, the
    trading level of our common stock, changes in expected future
    cash flows and mergers and acquisitions involving companies in
    our industry. In evaluating when an interim assessment of
    indefinite-lived intangible assets is necessary, we review for
    significant events or significant changes in circumstances. Our
    evaluation process did not result in an interim assessment of
    goodwill or long-lived intangible assets for recoverability
    during 2009.  In conjunction with each test of goodwill we determine the fair
    value of each reporting unit and compare the fair value to the
    reporting units carrying amount. A reporting unit is
    defined as an operating segment or one level below an operating
    segment. We determine the fair value of our reporting units
    using a combination of three valuation methods: market multiple
    approach; discounted cash flow approach; and comparable
    transactions approach. The market multiple approach provides
    indications of value based on market multiples for public
    companies involved in similar lines of business. The discounted
    cash flow approach calculates the present value of projected
    future cash flows using appropriate discount rates. The
    comparable transactions approach provides indications of value
    based on an examination of recent transactions in which
    companies in similar lines of business were acquired. The fair
    values derived from these three valuation methods are then
    weighted to arrive at a single value for each reporting unit.
    Relative weights assigned to the three methods are based upon
    the availability, relevance and reliability of the underlying
    data. We then reconcile the total values for all reporting units
    to our market capitalization and evaluate the reasonableness of
    the implied control premium.To the extent a reporting units carrying amount exceeds
    its fair value, an indication exists that the reporting
    units goodwill may be impaired, and we must perform a
    second more detailed impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of its recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.Methods used to determine fair values for indefinite-lived
    intangible assets involve customary valuation techniques that
    are applicable to the particular class of intangible asset and
    apply inputs and assumptions that we believe a market
    participant would use.  
    Long-Lived Assets:  We review long-lived assets
    to be held-and-used for impairment whenever events or changes in
    circumstances indicate that the carrying amount of the assets
    may not be recoverable. Indications of impairment require
    significant judgment by management. For purposes of recognizing
    and measuring impairment of long-lived assets, we evaluate
    assets at the lowest level of identifiable cash flows for
    associated product groups. If the sum of the undiscounted
    expected future cash flows over the remaining useful life of the
    primary asset in the associated product groups is less than the
    carrying amount of the assets, the assets are considered to be
    impaired. Impairment losses are measured as the amount by 20




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which the carrying amount of the assets exceeds the fair value
    of the assets. When fair values are not available, we estimate
    fair values using the expected future cash flows discounted at a
    rate commensurate with the risks associated with the recovery of
    the assets. Assets to be disposed of are reported at the lower
    of carrying amount or fair value less costs to dispose.  
    Pension and Other Postretirement Benefit Plan Actuarial
    Assumptions:The Corporation records the
    overfunded or underfunded status of benefit plans on its balance
    sheet. For purposes of calculating pension and postretirement
    medical benefit obligations and related costs, we use certain
    actuarial assumptions. Two critical assumptions, the discount
    rate and the expected return on plan assets, are important
    elements of 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
    September 30, 2009, will be sufficient to realize the
    recorded deferred tax assets net of existing valuation
    allowances.
    Environmental Costs:  Environmental
    expenditures that relate to current operations are expensed or
    capitalized, as appropriate. Remediation costs that relate to an
    existing condition caused by past operations are accrued when it
    is probable that those costs will be incurred and can be
    reasonably estimated based on evaluations of currently available
    facts related to each site. The operation of manufacturing
    plants involves a high level of susceptibility in these areas,
    and there is no assurance that we will not incur material
    environmental or occupational health and safety liabilities in
    the future. Moreover, expectations of remediation expenses could
    be affected by, and potentially significant expenditures could
    be required to comply with, environmental regulations and health
    and safety laws that may be adopted or imposed in the future.
    Future remediation technology advances could adversely impact
    expectations of remediation expenses.  2009
    Outlook
   21




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year-over-year year-over-year
     22




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##### Table of Contents



Summary
    of Consolidated Results
  Quarter Ended September 30,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
485,075



100.0


$
665,679



100.0Cost of sales


337,485



69.6



457,406



68.7Gross profit


147,590



30.4



208,273



31.3Selling, general and administrative


91,957



18.9



106,918



16.1Earnings from operations


55,633



11.5



101,355



15.2Interest expense, net


(8,478
)


(1.8
)


(9,355
)


(1.4
)Other (expense) income, net


(2,101
)


(.4
)


(469
)


Earnings from continuing operations before income taxes


45,054



9.3



91,531



13.8Income tax provision


12,943



2.7



28,375



4.3Net earnings from continuing operations


32,111



6.6



63,156



9.5Earnings (loss) from discontinued operations, net










(997
)


(0.2
)Net earnings

$
32,111



6.6


$
62,159



9.3Basic earnings (loss) per share:Continuing operations

$
0.62






$
1.11Discontinued operations










(0.01
)Net earnings

$
0.62






$
1.10Diluted earnings (loss) per share:Continuing operations

$
0.61






$
1.11Discontinued operations










(0.02
)Net earnings

$
0.61






$
1.09   23




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##### Table of Contents



Nine Months Ended September 30,2009


2008% of Net





% of NetIn Thousands


Sales


In Thousands


SalesNet sales

$
1,405,906



100.0


$
1,902,500



100.0Cost of sales


988,965



70.3



1,307,991



68.8Gross profit


416,941



29.7



594,509



31.2Selling, general and administrative


277,605



19.8



323,692



17.0Earnings from operations


139,336



9.9



270,817



14.2Interest expense, net


(26,317
)


(1.8
)


(33,455
)


(1.7
)Other (expense) income, net


1,649



0.1



(2,416
)


(0.1
)Gain on sale of equity interest










169,684



8.9Earnings from continuing operations before income taxes


114,668



8.2



404,630



21.3Income tax provision


33,827



2.4



155,273



8.2Net earnings from continuing operations


80,841



5.8



249,357



13.1Earnings from discontinued operations, net










(1,106
)


(0.1
)Net earnings

$
80,841



5.8


$
248,251



13.0Basic earnings (loss) per share:Continuing operations

$
1.54






$
4.35Discontinued operations










(0.02
)Net earnings

$
1.54






$
4.33Diluted earnings (loss) per share:Continuing operations

$
1.53






$
4.31Discontinued operations










(0.02
)Net earnings

$
1.53






$
4.29   2009
    Compared with 2008
  Overview
     24




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##### Table of Contents



Net
    Sales and Gross Profit
  year-over-year
  year-over-year
  Selling,
    General and Administrative
  prior-year
  Interest
    Expense, Net
    Income
    Taxes
   25




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##### Table of Contents



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


Nine Months Ended September 30,2009


2008


2009


2008In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
410,872



84.7


$
578,817



87.0


$
1,163,062



82.7


$
1,638,382



86.1Steel Structures


50,922



10.5



55,700



8.3



167,817



12.0



164,091



8.6HVAC


23,281



4.8



31,162



4.7



75,027



5.3



100,027



5.3$
485,075



100.0


$
665,679



100.0


$
1,405,906



100.0


$
1,902,500



100.0   Segment
    Earnings
  Quarter Ended September 30,


Nine Months Ended September 30,2009


2008


2009


2008In


% of Net


In


% of Net


In


% of Net


In


% of NetThousands


Sales


Thousands


Sales


Thousands


Sales


Thousands


SalesElectrical

$
78,267



19.0


$
119,146



20.6


$
194,480



16.7


$
326,093



19.9Steel Structures


10,082



19.8



9,032



16.2



36,630



21.8



29,619



18.1HVAC


3,221



13.8



5,349



17.2



11,505



15.3



17,144



17.1Segment earnings


91,570



18.9



133,527



20.1



242,615



17.3



372,856



19.6Corporate expense


(14,908
)






(11,283
)






(37,916
)






(28,117
)Depreciation and amortization expense


(18,424
)






(18,573
)






(56,417
)






(61,771
)Share-based compensation expense


(2,605
)






(2,316
)






(8,946
)






(12,151
)Interest expense, net and other (expense) income, net


(10,579
)






(9,824
)






(24,668
)






(35,871
)Gain on sale of equity interest


























169,684Earnings from continuing operations before income taxes

$
45,054






$
91,531






$
114,668






$
404,630  26




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##### Table of Contents



Electrical
    Segment
    year-over-year
  Steel
    Structures Segment
    HVAC
    Segment
   27




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##### Table of Contents



Liquidity
    and Capital Resources
      Nine Months EndedSeptember 30,2009


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

$
145,427


$
86,440Net cash provided by (used in) investing activities


(26,243
)


219,755Net cash provided by (used in) financing activities


(77,725
)


(248,153
)Effect of exchange-rate changes on cash


23,476



(5,058
)Net increase (decrease) in cash and cash equivalents

$
64,935


$
52,984   Operating
    Activities
      Investing
    Activities
    held-for-sale
 28




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##### Table of Contents



Financing
    Activities
      $750 million
    Credit Facility
  five-year
        
    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
   29




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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    30




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##### Table of Contents



Qualified
    Pension Plans
    Other
        Lamson &
    Sessions Co. (LMS) Restructuring and Integration
    Plan
   31




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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   32




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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)September 4, 2009 to September 11, 2009


500,000


$
27.52



500,000



1,575,000Total for the quarter ended September 30, 2009


500,000


$
27.52



500,000



1,575,000   Item 6.
    Exhibits   33




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##### Table of Contents



SIGNATURE    Thomas & Betts
    Corporation
  By:
    /s/  William
    E. Weaver, Jr.     (principal financial officer)
  Date: October 27, 2009
 34




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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  35