10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)

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

(901) 252-8000

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

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

	Outstanding Shares
Title of Each Class	at July 26, 2010
Common Stock, $.10 par value	52,267,223

Thomas & Betts Corporation and Subsidiaries

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements — Unaudited:		3
	Consolidated Statements of Operations for the Quarter and Six Months Ended June 30, 2010 and 2009		3
	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009		4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009		5
	Notes to Consolidated Financial Statements		6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		30
ITEM 4.	Controls and Procedures		30
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings		31
ITEM 1A.	Risk Factors		31
ITEM 2.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		31
ITEM 6.	Exhibits		31
SIGNATURE			32
EXHIBIT INDEX			33
Statement re Computation of Ratio of Earnings to Fixed Charges
Certification of Principal Executive Officer Under Securities Exchange Act Rules
Certification of Principal Executive Officer Under Securities Exchange Act Rules
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Report includes “forward-looking comments and statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts regarding Thomas & Betts Corporation and are subject to risks and uncertainties in our operations, business, economic and political environment. For further explanation of these risks and uncertainties, see Item 1A. “Risk Factors” in our Form 10-K for the year ended December 31, 2009. Forward looking statements contain words such as:

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

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

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

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PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Thomas & Betts Corporation and Subsidiaries

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

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales	$	514,569		$	460,996		$	984,108		$	920,831
Cost of sales		353,321			329,053			684,467			651,480
Gross profit		161,248			131,943			299,641			269,351
Selling, general and administrative		105,280			93,038			195,025			185,648
Earnings from operations		55,968			38,905			104,616			83,703
Interest expense, net		(8,902	)		(8,378	)		(17,273	)		(17,839	)
Other (expense) income, net		935			1,845			1,065			3,750
Earnings before income taxes		48,001			32,372			88,408			69,614
Income tax provision		14,400			9,711			26,855			20,884
Net earnings	$	33,601		$	22,661		$	61,553		$	48,730
Earnings per share:
Basic	$	0.65		$	0.43		$	1.18		$	0.93
Diluted	$	0.63		$	0.43		$	1.16		$	0.92
Average shares outstanding:
Basic		51,965			52,283			51,989			52,449
Diluted		53,041			53,019			53,039			53,011

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

3

Thomas & Betts Corporation and Subsidiaries

Consolidated Balance Sheets
(In thousands)
(Unaudited)

	June 30,			December 31,
	2010			2009
ASSETS
Current Assets
Cash and cash equivalents	$	385,627		$	478,613
Restricted cash		2,918			2,918
Receivables, net		265,069			197,640
Inventories		234,346			209,268
Deferred income taxes		33,407			31,062
Prepaid income taxes		607			7,340
Other current assets		18,860			17,142
Total Current Assets		940,834			943,983
Property, plant and equipment, net		310,340			296,820
Goodwill		933,079			902,053
Other intangible assets, net		294,563			243,930
Other assets		65,514			66,621
Total Assets	$	2,544,330		$	2,453,407
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current maturities of long-term debt	$	400		$	522
Accounts payable		174,428			149,556
Accrued liabilities		133,860			113,654
Income taxes payable		19,257			8,849
Total Current Liabilities		327,945			272,581
Long-Term Liabilities
Long-term debt, net of current maturities		638,160			638,014
Long-term benefit plan liabilities		122,351			122,573
Deferred income taxes		23,856			8,723
Other long-term liabilities		65,341			70,307
Contingencies (Note 15)
Shareholders’ Equity
Common stock		5,145			5,179
Additional paid-in capital		51,987			63,835
Retained earnings		1,436,758			1,375,205
Accumulated other comprehensive income (loss)		(127,213	)		(103,010	)
Total Shareholders’ Equity		1,366,677			1,341,209
Total Liabilities and Shareholders’ Equity	$	2,544,330		$	2,453,407

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

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Thomas & Betts Corporation and Subsidiaries

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

	Six Months Ended
	June 30,
	2010			2009
Cash Flows from Operating Activities:
Net earnings	$	61,553		$	48,730
Adjustments:
Depreciation and amortization		39,585			37,993
Share-based compensation expense		6,490			6,341
Deferred income taxes		(6,600	)		276
Incremental tax benefits from share-based payment arrangements		(821	)		(13	)
Changes in operating assets and liabilities, net:
Receivables		(57,271	)		(6,520	)
Inventories		(21,782	)		33,450
Accounts payable		18,117			(51,191	)
Accrued liabilities		16,386			(25,567	)
Income taxes payable		16,342			(2,270	)
Other		5,454			7,201
Net cash provided by (used in) operating activities		77,453			48,430
Cash Flows from Investing Activities:
Purchases of businesses, net of cash acquired		(99,511	)		—
Purchases of property, plant and equipment		(13,706	)		(21,117	)
Restricted cash used for change in control payments		—			5,054
Other		26			937
Net cash provided by (used in) investing activities		(113,191	)		(15,126	)
Cash Flows from Financing Activities:
Stock options exercised		4,393			270
Repayment of debt and other borrowings		(35,646	)		(148,218	)
Revolving credit facility proceeds (repayments), net		—			110,000
Repurchase of common shares		(22,580	)		(11,139	)
Incremental tax benefits from share-based payment arrangements		821			13
Net cash provided by (used in) financing activities		(53,012	)		(49,074	)
Effect of exchange-rate changes on cash and cash equivalents		(4,236	)		8,406
Net increase (decrease) in cash and cash equivalents		(92,986	)		(7,364	)
Cash and cash equivalents, beginning of period		478,613			292,494
Cash and cash equivalents, end of period	$	385,627		$	285,130
Cash payments for interest	$	18,057		$	20,443
Cash payments for income taxes	$	19,037		$	21,708

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

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Thomas & Betts Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.   Basis of Presentation

The financial information presented as of any date other than December 31 has been prepared from the books and records without audit. Financial information as of December 31 has been derived from the Corporation’s audited consolidated financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The results of operations for the periods ended June 30, 2010 and 2009 are not necessarily indicative of the operating results for the full year.

2.   Basic and Diluted Earnings Per Share

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

	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
(In thousands, except per share data)
Net earnings	$	33,601	$	22,661	$	61,553	$	48,730
Basic shares:
Average shares outstanding		51,965		52,283		51,989		52,449
Basic earnings per share	$	0.65	$	0.43	$	1.18	$	0.93
Diluted shares:
Average shares outstanding		51,965		52,283		51,989		52,449
Additional shares on the potential dilution from stock options and nonvested restricted stock		1,076		736		1,050		562
		53,041		53,019		53,039		53,011
Diluted earnings per share	$	0.63	$	0.43	$	1.16	$	0.92

The Corporation had stock options that were out-of-the-money that were excluded because of their anti-dilutive effect. Such out-of-the money options were associated with 1.8 million shares of common stock for the second quarter of 2010 and 1.6 million shares of common stock for the second quarter of 2009. Out-of-the money options were associated with 1.8 million shares of common stock for the first six months of 2010 and 1.9 million shares of common stock for the first six months of 2009.

3.   Acquisitions

On April 1, 2010, the Corporation acquired PMA AG (“PMA”), a leading European manufacturer of technologically advanced cable protection systems, for approximately $114 million. The purchase price consisted of cash of approximately $78 million and debt assumed of

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approximately $36 million. The debt assumed by the Corporation as part of this transaction was retired following completion of the acquisition.

PMA manufactures high-quality polyamide resin-based flexible conduit and fittings used in a broad variety of industrial applications to protect energy and data cables from external forces such as vibration, heat, fire, cold and tensile stress. The Corporation expects the PMA acquisition will broaden its existing product portfolio and enhance cross-selling of electrical products into markets served by PMA and the Corporation.

The results of PMA’s operations have been included in the consolidated financial statements of the Corporation since the April 1, 2010 acquisition date. Since the acquisition date, PMA’s net sales and net earnings, inclusive of purchase accounting adjustments, were not significant relative to the consolidated results.

Acquisition-related costs for the PMA acquisition (included in selling, general and administrative expenses) were not significant.

The following table summarizes fair values for the assets acquired and liabilities assumed at the date of acquisition:

(In millions)
Fair Value of Consideration:
Cash paid, net of cash acquired	$	78
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets (primarily receivables and inventories)	$	16
Property, plant and equipment		30
Identifiable intangible assets		60
Current liabilities		(6	)
Debt assumed (subsequently retired)		(36	)
Other long-term liabilities		(19	)
Total identifiable net assets		45
Goodwill		33
Net cash paid	$	78

The purchase price allocation resulted in goodwill of approximately $33 million and other intangible assets of approximately $60 million, all of which was assigned to the Corporation’s Electrical segment. Of the $60 million of intangible assets, approximately $12 million has been assigned to intangible assets with indefinite lives (consisting of trade/brand names) and approximately $48 million has been assigned to intangible assets with estimated lives up to 13 years (consisting primarily of customer relationships). Goodwill is not deductible for tax purposes.

In late January 2010, the Corporation acquired JT Packard & Associates, Inc. (“JT Packard”), the nation’s largest independent service provider for critical power equipment used by industrial and commercial enterprises in a broad array of markets, for approximately $21 million. The purchase price allocation resulted in goodwill of approximately $7 million and other intangible assets of approximately $11 million, all of which was assigned to the Corporation’s Electrical segment.

Related to a 2007 acquisition, the Corporation recorded a restructuring accrual which included approximately $14 million of severance costs and approximately $8 million of lease cancellation

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costs. The accrual was recorded as part of the Corporation’s purchase price allocation of the acquired business. At December 31, 2009, there was $3.5 million of remaining accrual. The Corporation made payments against the accrual of $0.6 million during the second quarter of 2010 and $1.2 million during the first six months of 2010. At June 30, 2010, the remaining restructuring accrual of $2.3 million consisted of $0.4 million associated with severance costs and $1.9 million related to lease cancellation costs.

4.   Inventories

The Corporation’s inventories at June 30, 2010 and December 31, 2009 were:

	June 30,		December 31,
	2010		2009
(In thousands)
Finished goods	$	114,096	$	94,184
Work-in-process		25,494		22,933
Raw materials		94,756		92,151
Total inventories	$	234,346	$	209,268

5.   Property, Plant and Equipment

The Corporation’s property, plant and equipment at June 30, 2010 and December 31, 2009 were:

	June 30,		December 31,
	2010		2009
(In thousands)
Land	$	30,793	$	23,111
Building		214,667		205,941
Machinery and equipment		724,266		714,303
Construction-in-progress		12,926		11,311
Property, plant and equipment, gross		982,652		954,666
Less: Accumulated depreciation		672,312		657,846
Property, plant and equipment, net	$	310,340	$	296,820

6.   Goodwill and Other Intangible Assets

The following table reflects activity for goodwill by segment during the second quarter of 2010:

	Quarter Ended June 30, 2010
					Other —
	Balance at				Primarily			Balance at
	Beginning of				Currency			End of
	Period		Additions		Translation			Period
(In thousands)
Electrical	$	839,169	$	33,928	$	(5,384	)	$	867,713
Steel Structures		64,759		—		—			64,759
HVAC		660		—		(53	)		607
	$	904,588	$	33,928	$	(5,437	)	$	933,079

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The following table reflects activity for goodwill by segment during the first six months of 2010:

	Six Months Ended June 30, 2010
					Other —
	Balance at				Primarily			Balance at
	Beginning of				Currency			End of
	Period		Additions		Translation			Period
(In thousands)
Electrical	$	836,582	$	39,838	$	(8,707	)	$	867,713
Steel Structures		64,759		—		—			64,759
HVAC		712		—		(105	)		607
	$	902,053	$	39,838	$	(8,812	)	$	933,079

The following table reflects activity for other intangible assets during the second quarter of 2010:

	Quarter Ended June 30, 2010
									Other —
	Balance at								Primarily			Balance at
	Beginning of					Amortization			Currency			End of
	Period			Additions		Expense			Translation			Period
(In thousands)
Intangible assets subject to amortization	$	234,416		$	48,102	$	—		$	(4,763	)	$	277,755
Accumulated amortization		(67,703	)		—		(7,660	)		261			(75,102	)
		166,713			48,102		(7,660	)		(4,502	)		202,653
Other intangible assets not subject to amortization		81,272			12,127		—			(1,489	)		91,910
Total	$	247,985		$	60,229	$	(7,660	)	$	(5,991	)	$	294,563

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The following table reflects activity for other intangible assets during the first six months of 2010:

	Six Months Ended June 30, 2010
									Other —
	Balance at								Primarily			Balance at
	Beginning of					Amortization			Currency			End of
	Period			Additions		Expense			Translation			Period
(In thousands)
Intangible assets subject to amortization	$	227,920		$	54,902	$	—		$	(5,067	)	$	277,755
Accumulated amortization		(61,112	)		—		(14,343	)		353			(75,102	)
		166,808			54,902		(14,343	)		(4,714	)		202,653
Other intangible assets not subject to amortization		77,122			16,727		—			(1,939	)		91,910
Total	$	243,930		$	71,629	$	(14,343	)	$	(6,653	)	$	294,563

7.   Income Taxes

The Corporation’s income tax provision for the second quarter of 2010 was $14.4 million, or an effective rate of 30.0% of pre-tax income, compared to a tax provision in the second quarter of 2009 of $9.7 million, or an effective rate of 30.0% of pre-tax income. The Corporation’s income tax provision for the six months ended June 30, 2010 was $26.9 million, or an effective rate of 30.4% of pre-tax income, compared to a tax provision for the six months ended June 30, 2009 of $20.9 million, or an effective rate of 30.0% of pre-tax income. The effective tax rate for the first six months of 2010 reflects the impact of the Health Care and Education Reconciliation Act which was signed into law during the first quarter of 2010, which resulted in the Corporation recording a non-cash income tax charge during the first quarter of 2010 of $0.3 million. The charge relates to a reversal of deferred tax assets due to the elimination, beginning in 2013, of the non-taxable treatment for retiree drug subsidies the Corporation expects to receive from the U.S. government. The effective rate for each period also reflects benefits from the Puerto Rican manufacturing operations, which have a significantly lower effective tax rate than the Corporation’s blended statutory tax rate in other jurisdictions.

The Corporation had net deferred tax assets totaling $39.3 million as of June 30, 2010 and $51.1 million as of December 31, 2009. Realization of the deferred tax assets is dependent upon the Corporation’s ability to generate sufficient future taxable income. Management believes that it is more-likely-than-not that future taxable income, based on tax laws in effect as of June 30, 2010, will be sufficient to realize the recorded deferred tax assets, net of any valuation allowance.

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8.   Comprehensive Income

Total comprehensive income and its components are as follows:

	Quarter Ended					Six Months Ended
	June 30,					June 30,
	2010			2009		2010			2009
(In thousands)
Net earnings	$	33,601		$	22,661	$	61,553		$	48,730
Net unrealized gains (losses) on cash flow hedge, net of tax		665			4,597		729			5,308
Foreign currency translation adjustments		(22,050	)		32,314		(29,594	)		22,777
Amortization of net prior service costs and net actuarial losses, net of tax		2,103			2,984		4,662			6,008
Comprehensive income	$	14,319		$	62,556	$	37,350		$	82,823

9.   Fair Value of Financial Instruments

The Corporation’s financial instruments include cash and cash equivalents, restricted cash, short-term receivables and payables and debt. Financial instruments also include an interest rate swap agreement, which is discussed further in Note 10 below. The carrying amounts of the Corporation’s financial instruments generally approximated their fair values at June 30, 2010 and December 31, 2009, except that, based on the borrowing rates available to the Corporation under current market conditions, the fair value of long-term debt (including current maturities) was approximately $658 million at June 30, 2010 and approximately $630 million at December 31, 2009.

10.   Derivative Instruments

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

Interest Rate Swap Agreement

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

The Corporation values the interest rate swap at fair value. Fair value is the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Measuring fair value involves a hierarchy of valuation inputs used to

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measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly; and, Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring a company to develop its own valuation assumptions.

The Corporation’s interest rate swap was reflected in the Corporation’s consolidated balance sheet in other long-term liabilities at its fair value of $27.5 million as of June 30, 2010 and $28.7 million as of December 31, 2009. This swap is measured at fair value at the end of each reporting period. The Corporation’s fair value estimate was determined using significant unobservable inputs and assumptions (Level 3) and, in addition, the liability valuation reflects the Corporation’s credit standing. The valuation technique utilized by the Corporation to calculate the swap fair value is the income approach. Using inputs for current market expectations of LIBOR rates, Eurodollar futures prices, treasury yields and interest rate swap spreads, this approach compares the present value of a constructed zero coupon yield curve and the present value of an extrapolated forecast of future interest rates. This determined value is then reduced by a credit valuation adjustment that takes into effect the current credit risk of the interest rate swap counterparty or the Corporation, as applicable. The credit valuation adjustment (which was a reduction in the liability) was $0.2 million as of June 30, 2010.

The Corporation’s balance of accumulated other comprehensive income has been reduced by $16.9 million, net of tax of $10.4 million, as of June 30, 2010 and $17.6 million, net of tax of $10.8 million, as of December 31, 2009 to reflect the above interest rate swap liability.

The following is a reconciliation associated with the interest rate swap of the fair value activity using Level 3 inputs during the second quarter and first six months of 2010 and 2009:

	Quarter Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
(In millions)
Asset (liability) at beginning of period	$	(28.6	)	$	(38.6	)	$	(28.7	)	$	(39.7	)
Total gains or losses (realized/unrealized):
Included in earnings		(4.5	)		(4.4	)		(9.0	)		(8.6	)
Included in other comprehensive income		1.0			7.5			1.1			8.7
Settlements		4.6			4.4			9.1			8.5
Asset (liability) at end of period	$	(27.5	)	$	(31.1	)	$	(27.5	)	$	(31.1	)

The ineffective portion of the swap reflected in interest expense, net during the second quarter and the first six months of 2010 and 2009 was immaterial.

Forward Foreign Exchange Contracts

The Corporation had no outstanding forward sale or purchase contracts as of June 30, 2010 or December 31, 2009. The Corporation is exposed to the effects of changes in exchange rates primarily from the Canadian dollar and European currencies. From time to time, the Corporation utilizes forward foreign exchange contracts for the sale or purchase of foreign currencies to mitigate this risk.

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Commodities Futures Contracts

During the first six months of 2010 and 2009, the Corporation had no outstanding commodities futures contracts. The Corporation is exposed to risk from fluctuating prices for certain materials used to manufacture its products, such as: steel, aluminum, copper, zinc, resins and rubber compounds. At times, some of the risk associated with usage of aluminum, copper and zinc has been mitigated through the use of futures contracts that mitigate the price exposure to these commodities.

11.   Debt

The Corporation’s long-term debt at June 30, 2010 and December 31, 2009 was:

	June 30,		December 31,
	2010		2009
(In thousands)
Senior credit facility(a)	$	390,000	$	390,000
Unsecured notes:
5.625% Senior Notes due 2021, net of discount(b)		248,160		248,014
Other, including capital leases		400		522
Long-term debt (including current maturities)		638,560		638,536
Less current maturities		400		522
Long-term debt, net of current maturities	$	638,160	$	638,014

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

As of June 30, 2010 and December 31, 2009, the Corporation had outstanding $250 million of 5.625% Senior Notes due 2021. The indentures underlying the unsecured notes contain standard covenants such as restrictions on mergers, liens on certain property, sale-leaseback of certain property and funded debt for certain subsidiaries. The indentures also include standard events of default such as covenant default and cross-acceleration.

The Corporation has a revolving credit facility with total availability of $750 million and a five-year term expiring in October 2012. All borrowings and other extensions of credit under the Corporation’s revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. The Corporation pays an annual commitment fee to maintain this facility of 10 basis points. At June 30, 2010 and December 31, 2009, $390 million was outstanding under this facility.

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

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

•  a maximum leverage ratio of 3.75 to 1.00; and

•  a minimum interest coverage ratio of 3.00 to 1.00.

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

Outstanding letters of credit, which reduced availability under the credit facility, amounted to $24.9 million at June 30, 2010. The letters of credit relate primarily to third-party insurance claims processing.

The Corporation has a EUR 10.0 million (approximately US$12.3 million) committed revolving credit facility with a European bank. The Corporation pays an annual commitment fee of 20 basis points on the undrawn balance to maintain this facility. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default. This facility has an indefinite maturity, and no borrowings were outstanding as of June 30, 2010 and December 31, 2009. Outstanding letters of credit, which reduced availability under the European facility, amounted to EUR 0.3 million (approximately US$0.4 million) at June 30, 2010.

The Corporation has a CAN 30.0 million (approximately US$28.8 million) committed revolving credit facility with a Canadian bank. The Corporation pays an annual commitment fee of 12.5 basis points on the undrawn balance to maintain this facility. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default. This facility matures in June 2011, and no borrowings were outstanding as of June 30, 2010 and December 31, 2009.

As of June 30, 2010, the Corporation’s aggregate availability of funds under its credit facilities is $375.8 million, after deducting outstanding letters of credit. The Corporation has the option, at the time of drawing funds under any of the credit facilities, of selecting an interest rate based on a number of benchmarks including LIBOR, the federal funds rate, or the prime rate of the agent bank.

As of June 30, 2010, the Corporation also had letters of credit in addition to those discussed above that do not reduce availability under the Corporation’s credit facilities. The Corporation had $4.5 million of such additional letters of credit that relate primarily to environmental assurances, third-party insurance claims processing, performance guarantees and acquisition obligations.

12.   Share-Based Payment Arrangements

Share-based compensation expense, net of tax, of $1.8 million was charged against income during the second quarter of 2010 and $2.2 million was charged against income during the second quarter of 2009. During the second quarter of 2010, the Corporation granted 7,268 stock options with a weighted average exercise price of $39.84 per share and an average grant date value of $15.39 per share. The Corporation also had 50,482 stock options exercised at a weighted average exercise price of $21.11 per share and had 5,384 stock options forfeited or expired during the second quarter of 2010.

Share-based compensation expense, net of tax, of $4.0 million was charged against income during the first six months of 2010 and $3.9 million was charged against income during the first six months of 2009. During the first six months of 2010, the Corporation granted 7,268 stock options with a weighted average exercise price of $39.84 per share and an average grant date fair value of $15.39 per share. The Corporation also had 217,330 stock options exercised at a weighted average exercise price of $20.20 per share and had 25,702 stock options forfeited or expired during the first six months of 2010.

Compensation expense, net of tax, of $0.3 million was charged to selling, general and administrative expense as of the grant date for stock awards under the Corporation’s Non-Employee Directors Equity Compensation Plan during both the second quarter of 2010 and second quarter of

14

2009. The Corporation granted non-employee members of the Board of Directors a total of 11,061 shares of common stock with a weighted average grant date fair value of $40.68 during the second quarter of 2010.

13.   Pension and Other Postretirement Benefits

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

	Quarter Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
(In thousands)
Service cost	$	2,389		$	3,305		$	—		$	3
Interest cost		7,213			7,520			204			311
Expected return on plan assets		(8,186	)		(6,592	)		—			—
Plan net loss (gain)		3,309			2,947			(136	)		(49	)
Prior service cost (gain)		282			276			(63	)		(63	)
Transition obligation (asset)		(4	)		(2	)		191			190
Curtailment and settlement loss		1,014			1,300			—			—
Net periodic benefit cost	$	6,017		$	8,754		$	196		$	392

	Six Months Ended
							Other
							Postretirement
	Pension Benefits						Benefits
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
(In thousands)
Service cost	$	5,277		$	6,124		$	2		$	3
Interest cost		14,430			14,913			459			619
Expected return on plan assets		(16,394	)		(13,190	)		—			—
Plan net loss (gain)		6,154			7,551			(62	)		(69	)
Prior service cost (gain)		564			553			(126	)		(126	)
Transition obligation (asset)		(8	)		(5	)		383			383
Curtailment and settlement loss		1,213			1,300			—			—
Net periodic benefit cost	$	11,236		$	17,246		$	656		$	810

Contributions to our qualified pension plans during the six months ended June 30, 2010 and 2009 were not significant. We expect required contributions to our qualified pension plans during the remainder of 2010 to be minimal.

14.   Segment Disclosures

The Corporation has three reportable segments:  Electrical, Steel Structures and HVAC. The Corporation’s reportable segments are based primarily on product lines and represent the primary mode used to assess allocation of resources and performance. The Corporation evaluates its business

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segments primarily on the basis of segment earnings, with segment earnings defined as earnings before corporate expense, depreciation and amortization expense, share-based compensation expense, interest, income taxes and certain other items. Corporate expense includes legal, finance and administrative costs. The Corporation has no material inter-segment sales.

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

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
(In thousands)
Net Sales
Electrical	$	443,930		$	383,358		$	827,086		$	752,190
Steel Structures		49,624			54,950			109,521			116,895
HVAC		21,015			22,688			47,501			51,746
Total	$	514,569		$	460,996		$	984,108		$	920,831
Segment Earnings
Electrical	$	86,872		$	58,773		$	153,748		$	116,213
Steel Structures		8,045			12,118			17,935			26,548
HVAC		2,307			2,562			6,598			8,284
Segment earnings		97,224			73,453			178,281			151,045
Corporate expense		(17,703	)		(11,810	)		(27,590	)		(23,008	)
Depreciation, amortization expense and share-based compensation expense		(23,553	)		(22,738	)		(46,075	)		(44,334	)
Interest expense, net		(8,902	)		(8,378	)		(17,273	)		(17,839	)
Other (expense) income, net		935			1,845			1,065			3,750
Earnings before income taxes	$	48,001		$	32,372		$	88,408		$	69,614

15.   Contingencies

Legal Proceedings

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

16

not anticipated, could have a material adverse effect on the Corporation’s financial position, results of operations or liquidity in any given period.

Guarantee and Indemnification Arrangements

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

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

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
(In thousands)
Balance at beginning of period	$	2,747		$	3,010		$	3,064		$	3,112
Liabilities accrued for warranties issued during the period		343			329			737			757
Deductions for warranty claims paid during the period		(304	)		(277	)		(1,018	)		(751	)
Changes in liability for pre-existing warranties during the period, including expirations		12			(30	)		15			(86	)
Balance at end of period	$	2,798		$	3,032		$	2,798		$	3,032

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

16.   Share Repurchase Plan

In 2008, the Corporation’s Board of Directors approved a share repurchase plan that authorized the Corporation to buy up to 5,000,000 of its common shares. Through December 31, 2009, the Corporation repurchased, with available cash resources, 3,425,000 common shares through open-market transactions. The Corporation repurchased, with available cash resources, 575,000 common shares through open-market transactions during the second quarter of 2010. The Corporation did not repurchase any shares during the first quarter of 2010. During the first quarter of 2009, the Corporation repurchased, with available cash resources, 500,000 common shares through open-market transactions. The Corporation did not repurchase any shares during the second quarter of 2009. The timing of future repurchases, if any, will depend upon a variety of factors, including market conditions. This authorization expires in October 2010.

17.   Subsequent Events

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

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

Executive Overview

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

Critical Accounting Policies

The preparation of financial statements contained in this report requires the use of estimates and assumptions to determine certain amounts reported as net sales, costs, expenses, assets or liabilities and certain amounts disclosed as contingent assets or liabilities. Actual results may differ from those estimates or assumptions. Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. We believe our critical accounting policies include the following:

•  Revenue Recognition:  We recognize revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. We recognize revenue for service agreements over the applicable service periods. Sales discounts, quantity and price rebates, and allowances are estimated based on contractual commitments and experience and recorded as a reduction of revenue in the period in which the sale is recognized. Quantity rebates are in the form of volume incentive discount plans, which include specific sales volume targets 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 history and 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

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requires subjective judgments concerning estimates of the fair value of the acquired assets and liabilities. Goodwill consists principally of the excess of cost over the fair value of net assets acquired in business combinations and is not amortized. For each amortizable intangible asset, we use a method of amortization that reflects the pattern in which the economic benefits of the intangible asset are consumed. If that pattern cannot be reliably determined, the straight-line amortization method is used. We perform an annual impairment test of goodwill and indefinite-lived intangible assets. We perform our annual impairment assessment as of the beginning of the fourth quarter of each year, unless circumstances dictate more frequent interim assessments. In evaluating when an interim assessment of goodwill is necessary, we consider, among other things, the trading level of our common stock, changes in expected future cash flows and mergers and acquisitions involving companies in our industry. In evaluating when an interim assessment of indefinite-lived intangible assets is necessary, we review for significant events or significant changes in circumstances. Our evaluation process did not result in an interim assessment of goodwill or long-lived intangible assets for recoverability for the quarter ended June 30, 2010.

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,

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

•  Income Taxes:  We use the asset and liability method of accounting for income taxes. This method recognizes the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities and requires an evaluation of asset realizability based on a more-likely-than-not criteria. We have valuation allowances for deferred tax assets primarily associated with foreign net operating loss carryforwards and foreign income tax credit carryforwards. Realization of the deferred tax assets is dependent upon our ability to generate sufficient future taxable income. We believe that it is more-likely-than-not that future taxable income, based on enacted tax laws in effect as of June 30, 2010, will be sufficient to realize the recorded deferred tax assets net of existing valuation allowances.

•  Environmental Costs:  Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate. Remediation costs that relate to an existing condition caused by past operations are accrued when it is probable that those costs will be incurred and can be reasonably estimated based on evaluations of currently available facts related to each site. The operation of manufacturing plants involves a high level of susceptibility in these areas, and there is no assurance that we will not incur material environmental or occupational health and safety liabilities in the future. Moreover, expectations of remediation expenses could be affected by, and potentially significant expenditures could be required to comply with, environmental regulations and health and safety laws that may be adopted or imposed in the future. Future remediation technology advances could adversely impact expectations of remediation expenses.

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Summary of Consolidated Results

	Quarter Ended June 30,
	2010						2009
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales
Net sales	$	514,569			100.0		$	460,996			100.0
Cost of sales		353,321			68.7			329,053			71.4
Gross profit		161,248			31.3			131,943			28.6
Selling, general and administrative		105,280			20.4			93,038			20.2
Earnings from operations		55,968			10.9			38,905			8.4
Interest expense, net		(8,902	)		(1.7	)		(8,378	)		(1.8	)
Other (expense) income, net		935			0.1			1,845			0.4
Earnings before income taxes		48,001			9.3			32,372			7.0
Income tax provision		14,400			2.8			9,711			2.1
Net earnings	$	33,601			6.5		$	22,661			4.9
Earnings per share:
Basic	$	0.65					$	0.43
Diluted	$	0.63					$	0.43

	Six Months Ended June 30,
	2010						2009
				% of Net						% of Net
	In Thousands			Sales			In Thousands			Sales
Net sales	$	984,108			100.0		$	920,831			100.0
Cost of sales		684,467			69.6			651,480			70.7
Gross profit		299,641			30.4			269,351			29.3
Selling, general and administrative		195,025			19.8			185,648			20.2
Earnings from operations		104,616			10.6			83,703			9.1
Interest expense, net		(17,273	)		(1.7	)		(17,839	)		(1.9	)
Other (expense) income, net		1,065			0.1			3,750			0.4
Earnings before income taxes		88,408			9.0			69,614			7.6
Income tax provision		26,855			2.7			20,884			2.3
Net earnings	$	61,553			6.3		$	48,730			5.3
Earnings per share:
Basic	$	1.18					$	0.93
Diluted	$	1.16					$	0.92

2010 Compared with 2009

Overview

Net sales in the second quarter and the first six months of 2010 increased from the respective prior-year periods reflecting the positive impact of acquisitions and the positive impact of a weaker U.S. dollar. Both periods benefited year-over-year from higher sales volumes in the Electrical

21

segment. Steel Structures segment volumes also improved although overall sales declined due to lower selling prices reflecting lower steel commodity costs and more competitive market conditions.

Earnings from operations, both in dollars and as a percent of sales, increased from the respective prior-year periods. These improvements reflect current year acquisitions, higher sales volumes, previous actions to manage costs, headcount and capacity as well as the impact of a weaker U.S. dollar. Results in both periods reflect a pre-tax charge of $5.3 million ($0.06 per share) in the second quarter of 2010 for environmental remediation. Results in the first six months of 2010 also included pre-tax charges of $3.2 million ($0.04 per share) in the first quarter for facility consolidations related to our Electrical segment.

Net earnings in the second quarter of 2010 were $33.6 million, or $0.63 per diluted share compared to net earnings of $22.7 million, or $0.43 per diluted share in second quarter of 2009. Net earnings in the first six months of 2010 were $61.6 million, or $1.16 per diluted share compared to net earnings of $48.7 million, or $0.92 per diluted share in the prior-year period.

Net Sales and Gross Profit

Net sales in the second quarter of 2010 were $514.6 million, up $53.6 million, or 11.6%, from the prior-year period and included approximately $26 million from acquisitions. For the first six months of 2010, net sales were $984.1 million, up $63.3 million, or 6.9%, from the prior-year period and included approximately $36 million from acquisitions. The year-over-year sales increases also reflect higher sales volumes in our Electrical segment. While volumes in our Steel Structures segment increased, overall sales declined due to lower selling prices reflecting lower steel commodity costs and more competitive market conditions. Foreign currency exchange positively impacted sales by approximately $13 million in the second quarter of 2010 and approximately $33 million in the first six months of 2010 when compared to the corresponding prior-year periods, which reflects a weaker U.S. dollar in the current year.

Gross profit in the second quarter of 2010 was $161.2 million, or 31.3% of net sales, compared to $131.9 million, or 28.6% of net sales, in the second quarter of 2009. Gross profit in the first six months of 2010 was $299.6 million, or 30.4% of net sales, compared to $269.4 million, or 29.3% of net sales, in the first six months of 2009. The year-over-year increases in gross margin for both the second quarter and first six months of 2010 reflect the positive impact from the current year acquisitions, higher production volumes in our Electrical segment and previous actions taken to manage costs, headcount and capacity.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expense in the second quarter of 2010 was $105.3 million, or 20.4% of net sales, compared to $93.0 million, or 20.2% of net sales, in the prior-year period. SG&A expense in the first six months of 2010 was $195.0 million, or 19.8% of net sales, compared to $185.6 million, or 20.2% of net sales, in the prior-year period. The second quarter and first six months of 2010 reflect a pre-tax $5.3 million environmental remediation charge. SG&A as a percent of sales in the current year periods reflects our continued overall efforts to tightly manage expenses as well as lower year-over-year pension and compensation costs.

Income Taxes

The effective tax rate in the second quarter of 2010 was 30.0% compared to 30.0% in the second quarter of 2009. The effective tax rate for the first six months of 2010 was 30.4% compared to 30.0% in the first six months of 2009. The increased effective rate for the first six months of 2010 reflects a non-cash income tax charge during the first quarter of 2010 of $0.3 million related to

22

the impact of the Health Care and Education Reconciliation Act which was signed into law during the first quarter of 2010. The charge relates to a reversal of deferred tax assets due to the elimination, beginning in 2013, of the non-taxable treatment for retiree drug subsidies the Corporation expects to receive from the U.S. government. The effective rate for both years also reflects benefits from our Puerto Rican manufacturing operations.

Net Earnings

Net earnings in the second quarter of 2010 were $33.6 million, or $0.63 per diluted share, compared to $22.7 million, or $0.43 per diluted share, in the prior-year period. Net earnings in the first six months of 2010 were $61.6 million, or $1.16 per diluted share, compared to $48.7 million, or $0.92 per diluted share, in the prior-year period. The second quarter and first six months of 2010 included a pre-tax $5.3 million ($0.06 per diluted share) environmental remediation charge. The six months ended June 30, 2010 included $3.2 million ($0.04 per diluted share) of first quarter, pre-tax charges related to facility consolidation.

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Summary of Segment Results

Net Sales

	Quarter Ended June 30,								Six Months Ended June 30,
	2010				2009				2010				2009
	In		% of Net		In		% of Net		In		% of Net		In		% of Net
	Thousands		Sales		Thousands		Sales		Thousands		Sales		Thousands		Sales
Electrical	$	443,930		86.3	$	383,358		83.2	$	827,086		84.1	$	752,190		81.7
Steel Structures		49,624		9.6		54,950		11.9		109,521		11.1		116,895		12.7
HVAC		21,015		4.1		22,688		4.9		47,501		4.8		51,746		5.6
	$	514,569		100.0	$	460,996		100.0	$	984,108		100.0	$	920,831		100.0

Segment Earnings

	Quarter Ended June 30,										Six Months Ended June 30,
	2010					2009					2010					2009
	In			% of Net		In			% of Net		In			% of Net		In			% of Net
	Thousands			Sales		Thousands			Sales		Thousands			Sales		Thousands			Sales
Electrical	$	86,872			19.6	$	58,773			15.3	$	153,748			18.6	$	116,213			15.4
Steel Structures		8,045			16.2		12,118			22.1		17,935			16.4		26,548			22.7
HVAC		2,307			11.0		2,562			11.3		6,598			13.9		8,284			16.0
Segment earnings		97,224			18.9		73,453			15.9		178,281			18.1		151,045			16.4
Corporate expense		(17,703	)				(11,810	)				(27,590	)				(23,008	)
Depreciation, amortization expense and share-based compensation expense		(23,553	)				(22,738	)				(46,075	)				(44,334	)
Interest expense, net		(8,902	)				(8,378	)				(17,273	)				(17,839	)
Other (expense) income, net		935					1,845					1,065					3,750
Earnings before income taxes	$	48,001				$	32,372				$	88,408				$	69,614

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

Our segment earnings are significantly influenced by the operating performance of our Electrical segment that accounted for more than 80% of our consolidated net sales and more than 75% of consolidated segment earnings during the periods presented.

Electrical Segment

Electrical segment net sales in the second quarter of 2010 were $443.9 million, up $60.6 million, or 15.8%, from the second quarter of 2009. Electrical segment net sales in the first six months of 2010 were $827.1 million, up $74.9 million, or 10.0%, from the prior-year period. Current year acquisitions contributed net sales of approximately $26 million during the second quarter of 2010 and approximately $36 million during the first six months of 2010. The weaker U.S. dollar positively impacted sales by approximately $13 million in the second quarter of 2010 and approximately $33 million in the first six months of 2010. Increased volumes also positively impacted year-over-year sales in both periods and reflect recent improvements in global demand for

24

industrial products. The first six months of 2010 also reflect first quarter pre-tax charges of $3.2 million ($0.04 per share) for facility consolidations.

Electrical segment earnings in the second quarter of 2010 were $86.9 million, up $28.1 million, or 47.8%, from the second quarter of 2009. Electrical segment earnings in the first six months of 2010 were $153.7 million, up $37.5 million, or 32.3%, from the prior-year period. The increase in year-over-year segment earnings compared to both prior-year periods reflects the significant contribution from current year acquisitions, increased production volumes, the weaker U.S. dollar and previous actions taken to manage costs, headcount and capacity.

Steel Structures Segment

Net sales in the second quarter of 2010 in our Steel Structures segment were $49.6 million, down $5.3 million, or 9.7%, from the second quarter of 2009. Net sales in the first six months of 2010 were $109.5 million, down $7.4 million, or 6.3%, from the prior-year period. The net sales decrease reflects the negative price impact from lower year-over-year plate steel costs and more competitive market conditions, which offset higher volumes. Segment earnings in the second quarter of 2010 were $8.0 million, down $4.1 million, or 33.6%. Segment earnings in the first six months of 2010 were $17.9 million, down $8.6 million, or 32.4%, from the unusually strong earnings performance in the first six months of 2009. Earnings in the first six months of 2010 reflect both a more typical project mix and a more competitive environment.

HVAC Segment

Net sales in the second quarter of 2010 in our HVAC segment were $21.0 million, down $1.7 million, or 7.4%, from the second quarter of 2009. Net sales in the first six months of 2010 in our HVAC segment were $47.5 million, down $4.2 million, or 8.2%, from the prior-year period. HVAC segment earnings in the second quarter of 2010 were $2.3 million, down $0.3 million from the second quarter of 2009. HVAC segment earnings in the first half of 2010 were $6.6 million, down $1.7 million, or 20.4%, from the prior-year period. The year-over-year sales and earnings declines for both of the current year periods reflect lower sales volumes resulting from weak commercial construction markets.

Liquidity and Capital Resources

We had cash and cash equivalents of $385.6 million and $478.6 million at June 30, 2010 and December 31, 2009, respectively.

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

	Six Months Ended
	June 30,
	2010			2009
(In thousands)
Net cash provided by (used in) operating activities	$	77,453		$	48,430
Net cash provided by (used in) investing activities		(113,191	)		(15,126	)
Net cash provided by (used in) financing activities		(53,012	)		(49,074	)
Effect of exchange-rate changes on cash		(4,236	)		8,406
Net increase (decrease) in cash and cash equivalents	$	(92,986	)	$	(7,364	)

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Operating Activities

Cash provided by operating activities in the first six months of 2010 was primarily attributable to net earnings of $61.6 million. The first six months of 2010 included depreciation and amortization of $39.6 million and share-based compensation expense of $6.5 million. Net changes in working capital (accounts receivable, inventories and accounts payable), which negatively impacted cash in the first six months of 2010, were partially offset by higher accrued liabilities and income taxes payable.

Cash provided by operating activities in the first six months of 2009 was primarily attributable to net earnings of $48.7 million. The first six months of 2009 included depreciation and amortization of $38.0 million and share-based compensation expense of $6.3 million. Changes in working capital (accounts receivable, inventories and accounts payable) as well as accrued liabilities negatively impacted cash in the first six months of 2009.

Investing Activities

Investing activities in the first six months of 2010 included approximately $78 million to acquire PMA (cash portion of the purchase price) and approximately $21 million to acquire JT Packard. During the first six months of 2010, we had capital expenditures to support our ongoing business plans totaling $13.7 million. Investing activities in the first six months of 2009 included capital expenditures to support our ongoing business plans totaling $21.1 million. We expect capital expenditures to be in the $45-$50 million range for the full year 2010.

Financing Activities

Financing activities in the first six months of 2010 primarily included the repurchase of 575,000 common shares for $22.6 million and repayment of approximately $36 million to retire debt assumed as part of the PMA acquisition.

Financing activities in the first six months of 2009 primarily included the repurchase of 500,000 common shares for $11.1 million and repayments of $148.2 million of debt using a combination of cash and $125 million in borrowings under our $750 million revolving credit facility. Net proceeds from borrowings under our revolving credit facility were $110.0 million in the first six months of 2009.

$750 million Credit Facility

Our revolving credit facility has total availability of $750 million and a five-year term expiring in October 2012. All borrowings and other extensions of credit under our revolving credit facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The proceeds of any loans under the revolving credit facility may be used for general operating needs and for other general corporate purposes in compliance with the terms of the facility. At June 30, 2010 and December 31, 2009, $390 million was outstanding under this facility.

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

Our revolving credit facility requires that we maintain:

•  a maximum leverage ratio of 3.75 to 1.00; and

26

•  a minimum interest coverage ratio of 3.00 to 1.00.

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

Outstanding letters of credit, which reduced availability under the credit facility, amounted to $24.9 million at June 30, 2010. The letters of credit relate primarily to third-party insurance claims processing.

Other Credit Facilities

We have a EUR 10.0 million (approximately US$12.3 million) committed revolving credit facility with a European bank that has an indefinite maturity. Outstanding letters of credit, which reduced availability under the European facility, amounted to EUR 0.3 million (approximately US$0.4 million) at June 30, 2010. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default.

We have a CAN 30.0 million (approximately US$28.8 million) committed revolving credit facility with a Canadian bank that matures in June 2011. There were no balances outstanding or letters of credit that reduced availability under the Canadian facility at June 30, 2010. This credit facility contains standard covenants similar to those contained in the $750 million credit agreement and standard events of default such as covenant default and cross-default.

Other Letters of Credit

As of June 30, 2010, we also had letters of credit in addition to those discussed above that do not reduce availability under our credit facilities. We had $4.5 million of such additional letters of credit that relate primarily to environmental assurances, third-party insurance claims processing, performance guarantees and acquisition obligations.

Compliance and Availability

We are in compliance with all covenants or other requirements set forth in our credit facilities. However, if we fail to be in compliance with the financial or other covenants of our credit agreements, then the credit agreements could be terminated, any outstanding borrowings under the agreements could be accelerated and immediately due, and we could have difficulty obtaining immediate credit availability to repay the accelerated obligations and in obtaining credit facilities in the future. As of June 30, 2010, the aggregate availability of funds under our credit facilities is $375.8 million, after deducting outstanding letters of credit. Availability is subject to the satisfaction of various covenants and conditions to borrowing.

Credit Ratings

As of June 30, 2010, we had investment grade credit ratings from Standard & Poor’s (BBB rating), Moody’s Investor Service (Baa2 rating) and Fitch Ratings (BBB rating) on our senior unsecured debt. Should these credit ratings drop, repayment under our credit facilities and securities will not be accelerated; however, our credit costs may increase. Similarly, if our credit ratings improve, we could potentially have a decrease in our credit costs. The maturity of any of our debt securities does not accelerate in the event of a credit downgrade.

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Fees to access the $750 million credit facility and letters of credit under the facility are based on a pricing grid related to our debt ratings with Moody’s, S&P, and Fitch during the term of the facility.

Debt Securities

Thomas & Betts had the following unsecured debt securities outstanding as of June 30, 2010:

Issue Date	Amount		Interest Rate			Interest Payable		Maturity Date
November 2009	$	250.0 million		5.625	%		May 15 and November 15		November 2021

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

Qualified Pension Plans

Contributions to our qualified pension plans during the first six months of 2010 were not significant. We expect required contributions to our qualified pension plans in 2010 to be minimal.

Acquisitions

In late January 2010, we used existing cash resources to acquire JT Packard & Associates, Inc., the nation’s largest independent service provider for critical power equipment used by industrial and commercial enterprises in a broad array of markets, for approximately $21 million.

On April 1, 2010, we used existing cash resources to acquire PMA AG, a leading European manufacturer of technologically advanced cable protection systems, for approximately $114 million including cash used in the acquisition of approximately $78 million and cash used to retire debt assumed of approximately $36 million.

Other

In 2008, our Board of Directors approved a share repurchase plan that authorized us to buy up to 5,000,000 of our common shares. In 2008, we repurchased, with available cash resources, 2,425,000 common shares through open-market transactions. We repurchased, with available cash resources, 1,000,000 common shares through open-market transactions during 2009. During the second quarter of 2010, we repurchased, with available cash resources, 575,000 common shares through open-market transactions. The timing of future repurchases, if any, will depend upon a variety of factors, including market conditions. This authorization expires in October 2010.

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

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As of June 30, 2010, we have $385.6 million in cash and cash equivalents and $375.8 million of aggregate availability under our credit facilities. We filed a universal shelf registration statement with the Securities and Exchange Commission on December 3, 2008, utilizing the well-known seasoned issuer (WKSI) process. The registration statement permits us to issue common stock, preferred stock and debt securities. The registration statement is effective for a period of three years from the date of filing. We continue to have cash requirements to, among other things, support working capital and capital expenditure needs, service debt and fund our retirement plans as required. We generally intend to use available cash and internally generated funds to meet these cash requirements in addition to pursuing longer-term strategic initiatives such as acquisitions and may borrow under existing credit facilities or access the capital markets as needed for liquidity. Though improved from levels seen early in 2009, credit markets remain tight with limited availability of credit in select market sectors. Our ability to satisfy our liquidity requirements has not been adversely affected by the volatility in the credit markets. We believe that we have sufficient liquidity to satisfy both short-term and long-term requirements.

Off-Balance Sheet Arrangements

As of June 30, 2010, we did not have any off-balance sheet arrangements.

Refer to Note 15 in the Notes to Consolidated Financial Statements for information regarding our guarantee and indemnification arrangements.

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Financial Instruments

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

For the period covered by this report, we have not experienced any material changes since December 31, 2009 in market risk that affect the quantitative and qualitative disclosures presented in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2009 Annual Report on Form 10-K.

Item 4.   Controls and Procedures

(a)   Evaluation of Disclosure Controls and Procedures

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

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

(b)   Changes in Internal Control over Financial Reporting

There have been no significant changes in internal control over financial reporting that occurred during the quarter covered by this report that have materially affected or are reasonably likely to materially affect the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

See Note 15, “Contingencies,” in the Notes to Consolidated Financial Statements, which is incorporated herein by reference. See also Item 3. “Legal Proceedings,” in our 2009 Annual Report on Form 10-K, which is incorporated herein by reference.

Item 1A.   Risk Factors

There have been no material changes from the risk factors as previously set forth in our 2009 Annual Report on Form 10-K under Item 1A. “Risk Factors,” which is incorporated herein by reference.

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

The following table reflects activity related to equity securities purchased by the Corporation during the quarter ended June 30, 2010:

Issuer Purchases of Equity Securities

					Total Number		Maximum
					of Common		Number
					Shares		of Common
	Total		Average		Purchased		Shares that
	Number of		Price Paid		as Part of		May Yet Be
	Common		per		Publicly		Purchased
	Shares		Common		Announced		Under
Period	Purchased		Share		Plans		the Plans
October 2008 Plan (5,000,000 common shares authorized)
May 5, 2010 to May 26, 2010		575,000	$	39.25		575,000		1,000,000
Total for the quarter ended June 30, 2010		575,000	$	39.25		575,000		1,000,000

Item 6.   Exhibits

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

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SIGNATURE

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

Thomas & Betts Corporation
(Registrant)

By:  /s/  William E. Weaver, Jr.

William E. Weaver, Jr.

Senior Vice President and

Chief Financial Officer

(principal financial officer)

Date: July 30, 2010

32

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	10	.1	Termination Protection Agreement, effective May 4, 2010, between Peggy P. Gann and Thomas & Betts Corporation (Filed as an Exhibit to Registrant’s Current Report on Form 8-K dated May 5, 2010 and incorporated herein by reference)
	10	.2	Amended and Restated Thomas & Betts Corporation Indemnification Agreement (Filed as an Exhibit to Registrant’s Current Report on Form 8-K dated September 11, 2007 and incorporated by reference as an Exhibit to Registrant’s Current Report on Form 8-K dated May 5, 2010 and incorporated herein by reference)
	12		Statement re Computation of Ratio of Earnings to Fixed Charges
	31	.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 document
	32	.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
	101	*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Operations for the Quarter and Six Months Ended June 30, 2010 and 2009, (ii) the Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009, (iii) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text

* Pursuant to Rule 406T of Regulation S-T, the interactive data included in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections

33

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Six Months
	Ended
	June 30,			Years Ended December 31,
	2010			2009			2008			2007		2006			2005
(In thousands)
Earnings from continuing operations before income taxes	$	88,408		$	151,134		$	431,084		$	263,891	$	233,442		$	175,860
Add:
Interest on indebtedness		18,062			35,347			47,011			33,311		29,227			36,234
Amortization of debt expense		517			973			1,070			796		704			939
Portion of rents representative of the interest factor		4,799			10,191			10,823			8,578		7,735			7,392
Deduct:
Undistributed earnings from less-than-50-percent-owned entities		(51	)		(132	)		(66	)		427		(61	)		(631	)
Earnings (as defined)	$	111,735		$	197,513		$	489,922		$	307,003	$	271,047		$	219,794
Fixed charges:
Interest on indebtedness	$	18,062		$	35,347		$	47,011		$	33,311	$	29,227		$	36,234
Amortization of debt expense		517			973			1,070			796		704			939
Portion of rents representative of the interest factor		4,799			10,191			10,823			8,578		7,735			7,392
Total fixed charges	$	23,378		$	46,511		$	58,904		$	42,685	$	37,666		$	44,565
Ratio of earnings to fixed charges		4.8x			4.2x			8.3x			7.2x		7.2x			4.9x

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Under Securities Exchange Act Rule 13a-14(a) or 15d-14(a)

I, Dominic J. Pileggi, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Thomas & Betts Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Dominic J. Pileggi

Dominic J. Pileggi

Chairman and Chief Executive Officer

Dated this 30th day of July, 2010.

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Under Securities Exchange Act Rule 13a-14(a) or 15d-14(a)

I, William E. Weaver, Jr., certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Thomas & Betts Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  William E. Weaver, Jr.

William E. Weaver, Jr.

Senior Vice President and Chief Financial Officer

Dated this 30th day of July, 2010.

EX-32.1

Exhibit 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 18 U.S.C. §1350

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. § 1350.

Dominic J. Pileggi, the Chief Executive Officer of Thomas & Betts Corporation (the “Corporation”), certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/  Dominic J. Pileggi

Dominic J. Pileggi

Chairman and Chief Executive Officer

Dated this 30th day of July, 2010.

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. §1350

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. § 1350.

William E. Weaver, Jr., the Chief Financial Officer of Thomas & Betts Corporation (the “Corporation”), certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/  William E. Weaver, Jr.

William E. Weaver, Jr.

Senior Vice President and Chief Financial Officer

Dated this 30th day of July, 2010.