8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report: February 2, 2010
(Date of earliest event reported)

THOMAS & BETTS CORPORATION
 (Exact Name of Registrant as Specified in Its Charter)


Tennessee
(State or Other Jurisdiction of Incorporation)

1-4682	22-1326940
(Commission File Number)	(IRS 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)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 2, 2010, Thomas & Betts Corporation, by a press release furnished as Exhibit 99 to this report, and incorporated herein by reference, announced the financial results for the fourth quarter and fiscal year ended December 31, 2009.


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibit
	99.1	Press Release dated February 2, 2010

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 hereunto duly authorized.

		Thomas & Betts Corporation
		(Registrant)
		By: /s/ W. David Smith, Jr.
		W. David Smith, Jr.
		Assistant General Counsel and
		Assistant Secretary
Date:	February 2, 2010

Exhibit Index

Exhibit	Description of Exhibit
99.1	Press Release dated February 2, 2010

EX-99.1

Exhibit 99.1

Thomas & Betts Corporation Reports Fourth Quarter Net Earnings of $0.70 Per Share Excluding Unusual Items

2010 Full Year Earnings Guidance of $2.20 to $2.60 per Share

MEMPHIS, Tenn.--(BUSINESS WIRE)--February 2, 2010--Thomas & Betts Corporation (NYSE:TNB):

NOTE: All financial information and period-to-period references are on a continuing operations basis (excluding discontinued operations) unless otherwise noted. References to E.P.S. are on a diluted basis unless otherwise noted. Information on discontinued operations as well as non-GAAP reconciliations can be found in the attached financial tables.

Thomas & Betts Corporation (NYSE:TNB) today reported results for the fourth quarter and year ended December 31, 2009.

Fourth quarter 2009 net earnings from continuing operations were $37.0 million or $0.70 per share, excluding $0.19 per share in unusual items related to: debt refinancing ($0.08 per share), facility consolidation ($0.04 per share) and intangible asset impairment ($0.07 per share). In the prior-year period, net earnings from continuing operations were $44.2 million, or $0.81 per share, excluding a $0.36 per share impairment charge. Reported net earnings from continuing operations were $27.1 million or $0.51 per share compared to $24.3 million or $0.45 per share last year.

Fourth quarter 2009 net sales were $492.8 million, in line with expectations and down 13.8% compared to the fourth quarter 2008.

“We finished 2009 in a position of strength,” said Dominic J. Pileggi, chairman and chief executive officer. “We delivered strong segment earnings of nearly 19% of sales despite continued weakness in global demand. As a company and as individual businesses, we have responded real-time to the demands of today’s economy while strategically managing for the future. During the quarter, we opened a manufacturing facility in the Middle East and positioned ourselves for continued growth in this region’s key industrial markets. Last week, we announced the acquisition of JT Packard, the leading independent service provider for power quality equipment which enhances our existing service capabilities while offering growth opportunities for our industrial and commercial products portfolio.”

Full year 2009 net earnings from continuing operations were $120.3 million, or $2.27 per share, excluding the previously mentioned fourth-quarter unusual items and a charge for environmental remediation taken in the third quarter. In 2008, net earnings from continuing operations were $198.8 million, or $3.48 per share, excluding a net benefit from unusual items of $1.31 per share. Reported net earnings from continuing operations were $107.9 million or $2.04 per share compared to $273.7 million or $4.79 per share last year.

Net sales were $1.9 billion for the full year 2009, down 23.2% compared to 2008.

SEGMENT HIGHLIGHTS:

Consolidated segment earnings were $93.2 million or 18.9% of sales for the fourth quarter 2009, compared to $113.9 million or 19.9% of sales in 2008. For the full year 2009, segment earnings were $335.8 million or 17.7% of sales. In 2008, segment earnings were $486.8 million or 19.7% of sales.

Electrical:

Fourth quarter 2009 Electrical sales were $391.3 million, down 15.8% compared to the prior-year period. For the full year, sales decreased 26.1% to $1.6 billion. The decrease is due to weak global market conditions and lower volumes across virtually all market segments and geographies.

Electrical segment earnings were $75.7 million, or 19.3% of sales, in the fourth quarter and $270.2 million, or 17.4% of sales, for the full year 2009. This compares to $90.6 million or 19.5% in the fourth quarter and $416.7 million or 19.8% of sales for the full year 2008. The full year earnings decline reflects the negative impact of lower sales and production volumes and a stronger U.S. dollar for the majority of the year.

Steel Structures:

Fourth quarter 2009 Steel Structures sales were $66.6 million, down slightly compared to the prior-year period. Sales for both the current and prior-year quarters were positively impacted by delayed shipments of approximately $6 million from the preceding quarter. Full year 2009 sales were $234.5 million, up slightly year over year.

Steel Structures segment earnings were $10.8 million, or 16.2% of sales, in the fourth quarter and $47.4 million, or 20.2% of sales, for the full year 2009. This compares to $14.7 million, or 21.8% of sales, in the fourth quarter and $44.3 million, or 19.1% of sales, for the full year 2008.

HVAC:

Fourth quarter and full year 2009 HVAC segment sales were $34.9 and $109.9 million, a decline of 10.8% and 21.0% respectively.

HVAC earnings were $6.7 million, or 19.2% of sales, in the fourth quarter and $18.2 million, or 16.6% of sales, for the full year 2009. This compares to $8.5 million, or 21.9% of sales, in the fourth quarter and $25.7 million, or 18.5% of sales, for the full year 2008. The decline in both the quarter and full year earnings as a percent of sales is due to lower sales and production volumes.

BALANCE SHEET/LIQUIDITY HIGHLIGHTS:

Free cash flow from operations was $246.8 million (excluding a voluntary pension plan contribution of $50 million) for the full year 2009, with a notable strong performance in the fourth quarter. Focused and effective working capital management again drove the strong cash performance. At year end 2009, working capital was 13.6% percent of sales.

During the quarter, Thomas & Betts issued $250 million of 5.625% senior notes due 2021 and used the net proceeds to retire $125 million of 7.25% notes due 2013 and repay $95 million of outstanding indebtedness on the company’s revolving credit facility. Total debt to total capitalization was 32.3% at year-end 2009, an improvement from 36.6% at year-end 2008, respectively. The company ended 2009 with $479 million in cash and had over $380 million of availability under its existing credit agreements.

FULL YEAR 2010 GUIDANCE:

“2009 was a year filled with challenges – challenges against which we executed aggressively and managed strategically,” said Pileggi. “We responded quickly to the downturn in demand, reducing headcount, cutting expenses and remaining disciplined in managing pricing. At the same time, we continued to invest in our brands and businesses, maintained our focus on working capital and realigned our debt structure to extend its duration at favorable rates. As a result, we entered 2010 with an enhanced cost structure, a strong and flexible balance sheet and a focus on growth.”

“While the major global economies appear to have stabilized, we remain cautious on the macro environment,” continued Pileggi. “We anticipate little year-over-year change in our full year consolidated sales as pockets of growth in certain markets will be offset by declines in others,” “We are currently targeting full year 2010 net earnings from continuing operations in the range of $2.20 to $2.60 per share.”

CORPORATE OVERVIEW

Thomas & Betts Corporation (www.tnb.com) is a leading designer and manufacturer of electrical components used in industrial, commercial, communications and utility markets. The company is also a leading producer of commercial heating and ventilation units and highly engineered steel structures used for utility transmission. Headquartered in Memphis, Tenn., the company has manufacturing, distribution and office facilities worldwide.

CONFERENCE CALL AND WEBCAST INFORMATION:
Date:	Tuesday, February 2, 2010
Time:	11:00 a.m. Eastern (10:00 a.m. Central)
Phone:	201-689-8341
Access Code:	None
URL:	www.tnb.com (audio only)
Replay:	201-612-7415, account 9517, access code 341837 (through February 9, 2010).

CAUTIONARY STATEMENT

This press release includes forward-looking statements that are identified by terms such as "optimistic," "trend," "will," and "believe." These statements discuss business strategies, economic outlook and future performance. These forward-looking statements make assumptions regarding the company's operations, business, economic and political environment, including, without limitation, customer demand, government regulation, terrorist acts and acts of war. The actual results may be materially different from any future results expressed or implied by such forward-looking statements. Please see the "Risk Factors" section of the company's Form 10-K for the fiscal year ended December 31, 2008 for further information related to these uncertainties. The company undertakes no obligation to publicly release any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
		Quarter Ended						Year to Date
		December 31,			December 31,			December 31,			December 31,
		2009			2008			2009				2008
Net sales		$	492,794		$	571,324		$	1,898,700		$	2,473,824
Cost of sales			339,852			389,853			1,328,817			1,697,844
Gross profit			152,942			181,471			569,883			775,980
Gross profit - % of net sales			31.0	%		31.8	%		30.0	%		31.4	%
Selling, general and administrative			95,322			107,025			372,927			430,717
Selling, general and administrative - % of net sales			19.3	%		18.7	%		19.6	%		17.4	%
Intangible asset impairment			5,794			32,700			5,794			32,700
Earnings from operations			51,826			41,746			191,162			312,563
Earnings from operations - % of net sales			10.5	%		7.3	%		10.1	%		12.6	%
Interest expense, net			(9,166	)		(9,971	)		(35,483	)		(43,426	)
Loss on extinguishment of debt			(6,391	)		-			(6,391	)		-
Other (expense) income, net			197			(5,321	)		1,846			(7,737	)
Gain on sale of equity interest			-			-			-			169,684
Earnings before income taxes			36,466			26,454			151,134			431,084
Income tax provision			9,397			2,125			43,224			157,398
Effective tax rate			25.8	%		8.0	%		28.6	%		36.5	%
Net earnings from continuing operations			27,069			24,329			107,910			273,686
Loss from discontinued operations, net			-			(7,249	)		-			(8,355	)
Net earnings		$	27,069		$	17,080		$	107,910		$	265,331
Basic earnings (loss) per share:
	Continuing operations	$	0.52		$	0.45		$	2.07		$	4.84
	Discontinued operations		-			(0.14	)		-			(0.15	)
	Net earnings	$	0.52		$	0.31		$	2.07		$	4.69
Diluted earnings (loss) per share:
	Continuing operations	$	0.51		$	0.45		$	2.04		$	4.79
	Discontinued operations		-			(0.14	)		-			(0.15	)
	Net earnings	$	0.51		$	0.31		$	2.04		$	4.64
Average shares outstanding:
	Basic		51,856			54,388			52,244			56,566
	Diluted		52,861			54,594			52,958			57,159

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Segment Information
(In thousands)
(Unaudited)
	Quarter Ended						Year to Date
	December 31,			December 31,			December 31,			December 31,
	2009			2008			2009			2008
Net sales:
Electrical	$	391,264		$	464,739		$	1,554,326		$	2,103,121
Steel Structures		66,645			67,463			234,462			231,554
HVAC		34,885			39,122			109,912			139,149
Total net sales	$	492,794		$	571,324		$	1,898,700		$	2,473,824
Segment earnings:
Electrical	$	75,674		$	90,639		$	270,154		$	416,732
Steel Structures		10,803			14,717			47,433			44,336
HVAC		6,708			8,549			18,213			25,693
Total reportable segment earnings	$	93,185		$	113,905		$	335,800		$	486,761
Corporate expense		(9,507	)		(13,517	)		(47,423	)		(41,634	)
Depreciation and amortization expense		(18,689	)		(18,670	)		(75,106	)		(80,441	)
Share-based compensation expense		(7,369	)		(7,272	)		(16,315	)		(19,423	)
Intangible asset impairment		(5,794	)		(32,700	)		(5,794	)		(32,700	)
Interest expense, net		(9,166	)		(9,971	)		(35,483	)		(43,426	)
Loss on extinguishment of debt		(6,391	)		-			(6,391	)		-
Other (expense) income, net		197			(5,321	)		1,846			(7,737	)
Gain on sale of equity interest		-			-			-			169,684
Earnings before income taxes	$	36,466		$	26,454		$	151,134		$	431,084
Segment earnings - % of net sales:
Electrical		19.3	%		19.5	%		17.4	%		19.8	%
Steel Structures		16.2	%		21.8	%		20.2	%		19.1	%
HVAC		19.2	%		21.9	%		16.6	%		18.5	%
Total		18.9	%		19.9	%		17.7	%		19.7	%

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
(Unaudited)
		December 31,		December 31,
		2009		2008
	ASSETS
Current assets:
	Cash and cash equivalents	$	478,613	$	292,494
	Restricted cash		2,918		7,971
	Receivables, net		197,640		229,160
	Inventories		209,268		278,098
	Other current assets		55,544		59,070
Total current assets			943,983		866,793
Net property, plant and equipment			296,820		299,077
Goodwill			902,053		880,410
Other intangible assets			243,930		274,672
Investments in unconsolidated companies			5,182		5,050
Other assets			61,439		84,600
	Total assets	$	2,453,407	$	2,410,602
	LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term debt	$	522	$	148,751
	Accounts payable		149,556		180,750
	Accrued liabilities		113,654		138,553
	Income taxes payable		8,849		7,947
Total current liabilities			272,581		476,001
Long-term debt, net of current maturities			638,014		512,193
Other long-term liabilities			201,603		277,751
Shareholders' equity			1,341,209		1,144,657
	Total liabilities and shareholders' equity	$	2,453,407	$	2,410,602

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
		Year to Date
		December 31,			December 31,
			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	107,910		$	265,331
Adjustments:
Depreciation and amortization			75,106			80,441
Share-based compensation expense			16,315			19,423
Intangible asset impairment			5,794			32,700
Loss on extinguishment of debt			6,391			-
Gain on sale of equity interest			-			(169,684	)
Loss on sale of divested business			-			8,067
Changes in operating assets and liabilities, net (a):
	Receivables		37,669			44,997
	Inventories		74,815			(2,981	)
	Accounts payable		(36,456	)		9,337
	Accrued liabilities		(40,109	)		(14,521	)
	Income taxes payable		1,580			6,575
	Lamson & Sessions change in control payments		(5,393	)		(13,556	)
	Pension and other postretirement benefits		30,201			6,342
	Funding to qualified pension plans		(51,655	)		(1,849	)
	Other		15,694			(12,761	)
Net cash provided by (used in) operating activities			237,862			257,861
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(41,106	)		(42,094	)
Purchases of businesses			-			(90,571	)
Proceeds from sale of businesses, net			-			65,378
Proceeds from sale of equity interest, net			-			280,000
Restricted cash used for change in control payments			5,053			8,712
Other			962			2,847
Net cash provided by (used in) investing activities			(35,091	)		224,272
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common shares			(24,907	)		(161,461	)
Revolving credit facility proceeds (repayments), net			-			(30,000	)
Proceeds from issuance of debt			247,965			-
Repayment of debt and other borrowings			(273,760	)		(123,718	)
Debt issuance costs			(2,607	)		-
Redemption premium on early retirement of debt			(3,022	)		-
Stock options exercised			2,974			1,883
Other			247			611
Net cash provided by (used in) financing activities			(53,110	)		(312,685	)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS			36,458			(26,880	)
Net increase (decrease) in cash and cash equivalents			186,119			142,568
Cash and cash equivalents at beginning of period			292,494			149,926
Cash and cash equivalents at end of period		$	478,613		$	292,494
Cash payments for interest		$	36,940		$	47,569
Cash payments for income taxes		$	31,240		$	154,510
(a) Net of foreign exchange and acquisition effects

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Selected Information
(In millions, except E.P.S.)
(Unaudited)
Reconciliation of Unusual Items
		Quarter Ended
		December 31, 2009			December 31, 2008
		Net-of-Tax		E.P.S.	Net-of-Tax		E.P.S.
Reported net earnings from continuing operations
		$	27.1	$ 0.51	$	24.3	$ 0.45
Unusual Items:
	Debt refinancing		4.1	0.08		-	-
	Facility consolidation		2.2	0.04		-	-
	Intangible asset impairment		3.6	0.07		19.9	0.36
	Total unusual items		9.9	0.19		19.9	0.36
Net earnings from continuing operations excluding unusual items
		$	37.0	$ 0.70	$	44.2	$ 0.81
		Year to Date
		December 31, 2009			December 31, 2008
		Net-of-Tax		E.P.S.	Net-of-Tax		E.P.S.
Reported net earnings from continuing operations
		$	107.9	$ 2.04	$	273.7	$ 4.79
Unusual Items:
	Debt refinancing		4.1	0.08		-	-
	Facility consolidation		2.2	0.04		-	-
	Environmental site remediation		2.5	0.04		-	-
	Intangible asset impairment		3.6	0.07		19.9	0.35
	Gain on sale of equity interest		-	-		(101.3)	(1.77)
	Legal settlement of legacy issues		-	-		(7.5)	(0.13)
	Out-of-period non-cash tax charge		-	-		14.0	0.24
	Total unusual items		12.4	0.23		(74.9)	(1.31)
Net earnings from continuing operations excluding unusual items
		$	120.3	$ 2.27	$	198.8	$ 3.48
Note: The Selected Information above is not calculated in accordance with Generally Accepted Accounting Principles (GAAP) and should not be considered a substitute for or superior to financial measures in accordance with GAAP. Management believes these non-GAAP financial measures provide investors and our management with additional useful information to measure and forecast our liquidity and operating results and to compare our liquidity and operating results on a more consistent basis against that of other companies in the markets that we serve.

THOMAS & BETTS CORPORATION AND SUBSIDIARIES
Selected Information (continued)
(In thousands, except ratios)
(Unaudited)
Reconciliation of Free Cash Flow
	Year to Date
	December 31,			December 31,
		2009			2008
Net cash provided by (used in) operating activities	$	237,862		$	257,861
Less: Purchases of property, plant and equipment		(41,106	)		(42,094	)
Add: Voluntary pension contribution		50,000			-
Free Cash Flow	$	246,756		$	215,767
Reconciliation of Working Capital as a Percentage of Sales
	December 31,			December 31,
		2009			2008
Receivables, net	$	197,640		$	229,160
Inventories		209,268			278,098
Accounts payable		(149,556	)		(180,750	)
Working capital	$	257,352		$	326,508
Net sales - rolling 4 quarters	$	1,898,700		$	2,473,824
Working capital as a percentage of sales		13.6	%		13.2	%
Reconciliation of Total Debt-to-Total Capitalization
	December 31,			December 31,
		2009			2008
Current maturities of long-term debt	$	522		$	148,751
Long-term debt, net of current maturities		638,014			512,193
Total debt		638,536			660,944
Shareholders' equity		1,341,209			1,144,657
Total capitalization	$	1,979,745		$	1,805,601
Total debt-to-total capitalization		32.3	%		36.6	%
Note: The Selected Information above is not calculated in accordance with Generally Accepted Accounting Principles (GAAP) and should not be considered a substitute for or superior to financial measures in accordance with GAAP. Management believes these non-GAAP financial measures provide investors and our management with additional useful information to measure and forecast our liquidity and operating results and to compare our liquidity and operating results on a more consistent basis against that of other companies in the markets that we serve.

CONTACT:
Thomas & Betts Corporation
Tricia Bergeron, 901-252-8266
tricia.bergeron@tnb.com