REGAL-BELOIT Corp. Form 10-Q For the Period Ended 09/28/05

The following is a cautionary statement made under the Private Securities Litigation Reform Act of 1995: With the exception of historical facts, the statements contained in this Quarterly Report on Form 10-Q or incorporated by reference may be forward-looking statements. Forward-looking statements represent our management’s judgment regarding future events. In many cases, you can identify forward-looking statements by terminology such as “may,”“will,”“should,”“plan,”“expect,”“anticipate,”“estimate,”“believe,”“predict,”“intend,”“potential” or continue” or the negative of these terms or other words of similar import, although some forward-looking statements are expressed differently. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:

Unexpected issues and costs arising from the integration of acquired companies and businesses, such as our recent acquisitions of the HVAC motors and capacitors businesses and the Commercial AC motors business from General Electric Company (“GE”), including any effect the acquired businesses may have on our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this Form 10-Q are made only as of the date of this filing, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.

ITEM I. FINANCIAL STATEMENTS
ASSETS				(From Audited
	(Unaudited)			Statements)
Current Assets:	Sept. 28, 2005			Dec. 31, 2004
Cash and Cash Equivalents	$	27,872		$	31,275
Receivables, less Allowance for Doubtful Accounts of
$2,866 in 2005 and $2,376 in 2004		182,280			176,941
Deferred Income Taxes		15,915			6,493
Inventories		229,090			246,816
Prepaid Expenses and Other Current Assets		20,832			13,394
Total Current Assets		475,989			474,919

Property, Plant and Equipment:
Land and Improvements		18,416			19,026
Buildings and Improvements		102,373			104,460
Machinery and Equipment		337,545			335,307
Property, Plant and Equipment, at Cost		458,334			458,793
Less - Accumulated Depreciation		(210,102	)		(205,120	)
Net Property, Plant and Equipment		248,232			253,673

Goodwill		561,700			544,440
Purchased Intangible Assets, net of Amortization		47,270			52,058
Other Noncurrent Assets		22,868			26,962
Total Assets	$	1,356,059		$	1,352,052

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accounts Payable	$	75,165		$	106,374
Dividends Payable		3,981			3,483
Accrued Compensation and Employee Benefits		48,123			30,256
Other Accrued Expenses		43,451			44,094
Income Taxes Payable		16,565			10,731
Current Maturities of Long-Term Debt		684			271
Total Current Liabilities		187,969			195,209

Long-Term Debt		448,858			547,350
Deferred Income Taxes		59,637			48,663
Other Noncurrent Liabilities		23,108			17,359
Minority Interest in Consolidated Subsidiaries		6,038			5,292

Shareholders' Investment:
Common Stock, $.01 par value, 50,000,000 shares authorized,
31,398,103 issued in 2005 and 29,798,188 issued in 2004		314			298
Additional Paid-In Capital		315,464			263,790
Less - Treasury Stock, at cost, 774,100 shares in 2005 and 2004		(15,228	)		(15,228	)
Retained Earnings		326,842			288,837
Unearned Compensation		(707	)		(224	)
Accumulated Other Comprehensive Income		3,764			706
Total Shareholders' Investment		630,449			538,179
Total Liabilities and Shareholders' Investment	$	1,356,059		$	1,352,052

	(Unaudited)
	Three Months Ended				Nine Months Ended
	Sept. 28, 2005		Sept. 28, 2004		Sept. 28, 2005		Sept. 28, 2004

Net Sales	$	345,894	$	193,888	$	1,052,485	$	534,624

Cost of Sales		269,296		150,944		827,643		412,652

Gross Profit		76,598		42,944		224,842		121,972

Operating Expenses		41,990		27,353		128,560		79,763

Income From Operations		34,608		15,591		96,282		42,209

Interest Expense		5,706		1,722		17,053		4,558

Interest Income		309		55		385		87

Income Before Taxes & Minority Interest		29,211		13,924		79,614		37,738

Provision For Income Taxes		9,771		4,435		28,408		12,996

Income Before Minority Interest		19,440		9,489		51,206		24,742

Minority Interest in Income, Net of Tax		923		562		1,958		1,326

Net Income	$	18,517	$	8,927	$	49,248	$	23,416

Per Share of Common Stock:

Earnings Per Share - Basic	$	.62	$	.37	$	1.68	$	.95

Earnings Per Share - Assuming Dilution	$	.59	$	.36	$	1.62	$	.94

Cash Dividends Declared	$	.13	$	.12	$	.38	$	.36

Average Number of Shares Outstanding - Basic		29,912,663		24,456,271		29,339,151		24,647,965
Average Number of Shares Outstanding - Assuming Dilution		31,234,336		24,724,845		30,399,710		24,893,397

	(Unaudited)
	Nine Months Ended
	Sept. 28, 2005			Sept. 28, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	49,248		$	23,416
Adjustments to reconcile net income to net cash provided
by operating activities; net of effect of acquisitions
Depreciation and amortization		27,823			16,974
Gain on sale of assets		(84	)		(1,630	)
Change in assets and liabilities		(11,656	)		(1,220	)
Net cash provided by operating activities		65,331			37,540

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(21,734	)		(10,167	)
Business acquisitions, net of cash acquired		6,612			(71,786	)
Sale of property, plant and equipment		4,246			4,847
Other, net		(343	)		(3,872	)
Net cash used in investing activities		(11,219	)		(80,978	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt		--			115,000
Payments of long-term debt, net		(99,193	)		(35,248	)
Proceeds from issuance of common stock, net		53,145			--
Repurchase of common stock		--			(12,499	)
Dividends paid to shareholders		(10,749	)		(8,945	)
Dividends paid to minority partners		(1,315	)		--
Stock issued under option plans		1,254			660

Capitalized financing fees		--			(3,801	)
Net cash (used in) provided by financing activities		(56,858	)		55,167	)

EFFECT OF EXCHANGE RATE ON CASH		(657	)		5

Net (decrease) increase in cash and cash equivalents		(3,403	)		11,734
Cash and cash equivalents at beginning of period		31,275			9,100
Cash and cash equivalents at end of period	$	27,872		$	20,834

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	17,023		$	4,529
Income taxes	$	31,969		$	6,084

The condensed consolidated financial statements include the accounts of REGAL-BELOIT Corporation and its wholly owned subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. All adjustments which management believes are necessary for a fair presentation of the results for the interim periods presented have been reflected and are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Annual Report”).

	(In Thousands of Dollars)
	Third Quarter Ended						Nine Months Ended
	Sept. 28, 2005			Sept. 28, 2004			Sept. 28, 2005			Sept. 28, 2004
Net income as reported	$	18,517		$	8,927		$	49,248		$	23,416
Comprehensive income (expense) from:
Cumulative translation adjustments		932			1,142			(1,046	)		527
Changes in fair value of hedging activities, net of tax		1,759			345			6,867			535
Hedging activities reclassified into earnings from accumulated
other comprehensive income (“AOCI”), net of tax		(1,585	)		(125	)		(2,763	)		(305	)
		1,106			1,362			3,058			757
Comprehensive income	$	19,623		$	10,289		$	52,306		$	24,173

	(In Thousands of Dollars)
	Mechanical Segment												Electrical Segment
	Third Quarter						Nine Months						Third Quarter						Nine Months
	2005			2004			2005			2004			2005			2004			2005			2004
Net Sales	$	49,318		$	50,119		$	149,465		$	148,159		$	296,576		$	143,769		$	903,020		$	386,465
Income from Operations	$	5,061		$	5,021		$	10,936		$	11,655		$	29,547		$	10,570		$	85,346		$	30,554
% of Net Sales		10.3	%		10.0	%		7.3	%		7.9	%		10.0	%		7.4	%		9.5	%		7.9	%
Goodwill at end of period	$	530		$	530		$	530		$	530		$	561,200		$	339,682		$	561,200		$	339,682

Final appraisals by an independent valuation firm have been made of the tangible and intangible assets purchased with the GE HVAC Motors and Capacitors businesses and the GE Commercial AC Motors business in 2004. The valuation adjustments result from management’s review and valuation of acquired assets of the businesses. For the nine months ended on September 28, 2005, the above valuation adjustments result primarily from the final adjustment of the purchase price and the related amounts allocated to inventory and fixed assets.

			December 31, 2004
	Weighted - Average Life (yrs)		Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Non-Compete Agreements	5.0	$	2.5	$	0.0	$	2.5
Trademarks	4.0		4.9		0.4		4.5
Patents	10.0		15.4		0.0		15.4
Engineering Drawings	10.0		1.2		0.0		1.2
Customer Relationships	10.0		28.6		0.1		28.5
Total	9.2	$	52.6	$	0.5	$	52.1

			September 28, 2005
	Weighted - Average Life (yrs)		Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Non-Compete Agreements	5.0	$	2.5	$	0.4	$	2.1
Trademarks	4.0		4.9		1.4		3.5
Patents	10.0		15.4		1.2		14.2
Engineering Drawings	10.0		1.2		0.1		1.1
Customer Relationships	10.0		28.6		2.2		26.4
Total	9.2	$	52.6	$	5.3	$	47.3

Amortization expense recorded for the nine months ended September 28, 2005 was $4.8 million. Estimated amortization expense is $6.4 million in each of 2005, 2006, and 2007, $5.2 million in 2008 and 2009, and $22.5 million thereafter. We perform an annual evaluation of our goodwill and intangible assets in the fourth quarter of each fiscal year for impairment as required by SFAS 142, “Goodwill and Other Intangible Assets”.

The Company accounts for stock-based compensation plans under the intrinsic value method in accordance with the recognition and measurement principles of Accounting Principles Board Opinion No. 23, “Accounting for Stock Issued to Employees”, and related Interpretations. For stock options, no compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying stock. Had compensation cost for these plans been determined consistent with FASB Statement No. 123 “Accounting for Stock-Based Compensation”, the Company’s net income and earnings per share (“EPS”) would have been reduced to the following pro-forma amounts:

	(In Thousands of Dollars)
	Third Quarter Ended						Nine Months Ended
	Sept. 28, 2005			Sept. 28, 2004			Sept. 28, 2005			Sept. 28, 2004
Net Income:
As reported	$	18,517		$	8,927		$	49,248		$	23,416
Deduct: Total stock-based employee compensation
expense, net of related tax effects		(427	)		(232	)		(1,308	)		(600	)
Add: Total stock-based employee compensation
included in net income, net of related tax effects		111			32			373			81
Pro-forma	$	18,201		$	8,727		$	48,313		$	22,897
Earnings per share - basic:
As reported	$	.62		$	.37		$	1.68		$	.95
Pro-forma	$	.61		$	.36		$	1.65		$	.93
Earnings per share - assuming dilution:
As reported	$	.59		$	.36		$	1.62		$	.94
Pro-forma	$	.58		$	.35		$	1.59		$	.92

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment”, which requires companies to expense the value of employee stock options and similar awards. This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation”. This Statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123(R) will be effective beginning January 1, 2006. Management is currently assessing the impact of adopting SFAS No. 123(R).

	(In Thousands of Dollars)
	Third Quarter Ended						Nine Months Ended
	Sept. 28, 2005			Sept. 28, 2004			Sept. 28, 2005			Sept. 28, 2004
Service cost	$	651		$	366		$	1,953		$	1,097
Interest cost		886			902			2,658			2,706
Expected return on plan assets		(1,123	)		(1,073	)		(3,369	)		(3,220	)
Amortization of prior service cost		32			25			96			75
Amortization of net loss		244			240			732			720
Net periodic benefit cost	$	690		$	460		$	2,070		$	1,378

In the third quarter and nine months of 2005, the Company contributed $110,000 and $220,000, respectively, to defined benefit pension plans. In the comparable periods of 2004, the Company contributed $682,000 and $1.0 million, respectively, to defined benefit pension plans. The Company expects to contribute an additional $110,000 over the balance of 2005, for a total of $330,000 in 2005 contributions. The assumptions used in the valuation of the Company’s pension plans and in the target investment allocation have remained the same as those disclosed in the Company’s 2004 Annual Report.

The increase from September 28, 2004 in dilutive securities in the quarter and nine months ended September 28, 2005, was due primarily to the effect of shares attributable to the Company’s convertible senior subordinated debt. Options for common shares where the exercise price was above the market price at September 28, totaling 22,000 and 845,000 shares in 2005 and 2004, respectively, have been excluded from the calculation of the effect of dilutive securities as the effect of such options is anti-dilutive.

An action was filed on June 4, 2004, and amended in September 2004, against one of the Company’s subsidiaries, Marathon Electric Manufacturing Corporation (“Marathon”), by Enron Wind Energy Systems, LLC, Enron Wind Contractors, LLC and Zond Minnesota Construction Company, LLC (collectively, “Enron Wind”). The action was filed in the United States Bankruptcy Court for the Southern District of New York where each of the Enron Wind entities has consolidated its Chapter 11 bankruptcy petition as part of the Enron Corporation bankruptcy proceedings. In the action against Marathon, Enron Wind has asserted various claims relating to the alleged failures and/or degradations of performance of about 564 generators sold by Marathon to Enron Wind from 1997 to 1999. In January 2001, Enron Wind and Marathon entered into a “Generator Warranty and Settlement Agreement and Release of All Claims” (“Warranty Agreement”). This Warranty Agreement resolved various issues related to past performance of the generators, provided a limited warranty related to the generators going forward, and contained a release by all parties of any claims related to the generators other than those arising out of the obligations contained in the Warranty Agreement.

Enron Wind is seeking to recover the purchase price of the generators and transportation costs totaling about $21 million. In addition, although the Warranty Agreement contains a waiver of consequential, incidental, and punitive damages, Enron Wind claims that this limitation is unenforceable and seeks recovery of consequential, incidental and punitive damages incurred by it and by its customers, totaling an additional $100 million. Enron Wind has asserted claims of breach of contract, breach of the implied covenant of good faith and fair dealing, promissory fraud, and intentional interference with contractual relations. Marathon has filed a motion with the court seeking to have many of Enron Wind’s claims dismissed. Enron Wind recently has filed a motion with the court seeking a declaration that Marathon had an obligation under the Warranty Agreement to repair or replace the generators in the first instance regardless of whether an actual breach of warranty had occurred. The court has held hearings on both motions, but has not yet ruled.

The Company believes that this action is without merit and that it has meritorious defenses to the action. The Company intends to defend vigorously all of the asserted claims. The litigation is in an early discovery phase and it is difficult for the Company to predict the impact the litigation may ultimately have on the Company’s results of operations or financial condition, including the expenses the Company may incur to defend against the action. As of September 28, 2005, the Company continues to accrue for anticipated costs in defending against this matter and such accumulated reserves at September 28, 2005 are immaterial.

As part of the consideration paid for the acquisition of the HVAC Motors and Capacitors business on December 31, 2004, the Company issued to GE 4,559,048 shares of common stock (approximately 15% of the Company’s outstanding common stock). In connection with the GE acquisitions, the Company and GE entered into various supply, transition services, and sales agreements. On August 11, 2005, GE sold all of the shares of the Company’s common stock owned by it, ceasing to be a related party to the Company (See Note 14, Completion of Stock Offering). The amount paid to GE during the period June 30, 2005 through August 10, 2005 and year-to-date through August 10, 2005, for trade payables, transition services and other payables of the businesses acquired from GE in 2004, was $17.4 million and $102.4 million, respectively. The amount expensed in these same periods of time for transition services was $2.4 million and $10.8 million, respectively, which was recorded in operating expenses. For the third quarter 2004, no payments for transition services were made, however $1.4 million was recorded in operating expenses.

The Company has entered into certain commodity forward contracts and options in connection with the management of its exposure to fluctuations in certain raw material commodity pricing. These derivative instruments have been designated as cash flow hedges. The Company has also entered into foreign currency forward contracts to reduce the exposure to the risks of changes in the exchange rates of the U.S. dollar, where the Company has operations where the functional currency is the local currency.

These contracts are recorded on the balance sheet at fair value and are accounted for as cash flow hedges, with changes in fair value recorded in accumulated other comprehensive income (“AOCI”) in each accounting period. An ineffective portion of a hedge’s change in fair value, if any, is recorded in earnings in the period of change. The impact of ineffectiveness was immaterial in the third quarter and nine months of 2005 and 2004.

In the third quarter and nine months of 2005, $174,000 and $4.1 million, respectively, of net increased fair market value of derivative instruments was recorded in AOCI. For the same periods of 2004, the net increased fair market value of derivative instruments recorded in AOCI was $221,000 and $231,000, respectively. At September 28, 2005, the Company had a balance of $6.4 million in current assets and a corresponding net after tax gain of $4.1 million in AOCI. At September 28, 2004, the Company’s balances in these same accounts were $629,000 and $390,000, respectively. Of the total current assets and AOCI related to derivative instruments, $1.4 million and $.9 million, respectively, were related to currency hedges, with the balance relating to commodity hedges, while in 2004 all hedges were commodity related. The Company estimates that virtually all of the gains will be reclassified from AOCI to earnings within the next 12 months, based on valuations at September 28, 2005.

During the quarter, the Company received a purchase price adjustment from GE of $12.5 million based on the final purchase price calculation for the HVAC acquisition which was completed on December 31, 2004. This payment is reflected on the Company’s Consolidation Statements of Cash Flows in the caption “Business Acquisitions, net of cash acquired.” Year-to-date, the amount shown in this caption is a positive $6.6 million comprised of the $12.5 million cash receipt, and cash payments of $2.2 million for the purchase of CMT discussed above and $3.7 million of payments for acquisition costs related to the GE acquisitions.

14. COMPLETION OF STOCK OFFERING

On August 16, 2005, the Company completed an offering of 6,089,369 shares of its common stock. The stock sold in the offering, which included shares sold to cover the underwriters’ overallotment option, consisted of all 4,559,048 shares owned by GE and 1,530,321 primary shares sold by the Company. The shares were offered pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission.

Based on the offering price of $30.15 per share, the Company’s net proceeds from the sale of the primary shares of common stock, after deducting the underwriting discount and estimated offering expenses payable by the Company, were approximately $43.7 million. Pursuant to the terms of a shareholder agreement between the Company and GE, the Company also received payment of approximately $9.4 million that was determined by reference to the amount of the net proceeds received by GE from the offering. The referenced shareholder agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 6, 2005. The Company used the net proceeds to reduce the outstanding long-term debt of the Company.

The Company continued to see strength in many of its markets in the third quarter of 2005, led by our HVAC Motors business. Net sales in the third quarter of 2005 were $345.9 million versus $193.9 million in the comparable period of 2004. Results for the quarter include results from the acquisitions of General Electric’s Commercial AC Motor and HVAC Motors and Capacitors businesses that were completed by the Company on August 30, 2004 and December 31, 2004, respectively. Incremental sales in the quarter from these businesses as compared to the third quarter of 2004 were $145.0 million. The Company's gross margin for the quarter was 22.1% which was consistent with the gross margin reported in the third quarter of 2004 as higher raw material costs were offset by price increases, cost reductions and productivity improvement activities. Net income and earnings per share for the third quarter of 2005 increased to $18.5 million and $.59 respectively, improving from the $8.9 million and $.36 reported for the third quarter of 2004. We completed a stock offering in August 2005 which provided total net proceeds of approximately $53.1 million. Coupled with cash flow from operations of $31.6 million, we were able to reduce our long-term debt by $88 million during the third quarter of 2005.

Company sales for the third quarter of 2005 were $345.9 million versus $193.9 million reported in the same period of 2004. Incremental sales in the quarter from the Commercial AC Motor business and the HVAC Motor and Capacitor businesses we acquired from General Electric (“GE”) in August and December of 2004 totaled $145.0 million. Sales in the Electrical segment for the third quarter were $296.6 million versus $143.8 million in the third quarter of 2004. Excluding the impact of the businesses we acquired in 2004 , sales of motor products increased 9.1%. Motor sales were favorably impacted by strength in many of the Company’s end markets, particularly the industrial markets. Sales of other products in the segment decreased primarily as a result of strong sales in China of generator products in the third quarter of 2004, driven by government incentives and weather related drivers which were not repeated. Sales in the Mechanical segment decreased 1.6% to $49.3 million from $50.1 million a year earlier. The sale in May of the Illinois Gear business reduced segment sales by approximately $1.5 million for the third quarter.

Our sales for the first nine months of 2005 increased 96.9% to $1,052.5 million as compared to $534.6 million in comparable 2004. Included in the $1,052.5 million were $477.6 million of incremental sales from the businesses we acquired from GE. Electrical segment sales of $903.0 million were 133.6% higher for the first nine months of 2005 as compared to $386.5 million for the first nine months of 2004. Sales in the Mechanical segment through September 2005 year-to-date were $149.5 million, an increase of .9%. Compared to 2004, Mechanical segment sales for the first nine months of 2005 were lower by approximately $3.0 million due to the sale of Illinois Gear.

Our gross profit as a percent of sales (“gross margin”) for the third quarter of 2005 was 22.1%, which was consistent with the gross margin reported in the third quarter of 2004 and 50 basis points above the 21.6% reported in the second quarter of 2005. Gross margins continue to be pressured by raw material cost increases, particularly copper. We have instituted price increases and achieved productivity improvements and cost reductions to offset the material cost pressures. Our gross margins for the first nine months of 2005 were 21.4% as compared to 22.8% for the same period of 2004.

Operating expenses for the third quarter of 2005 were $42.0 million or 12.1% of sales as compared to $27.4 million or 14.1% of sales in the third quarter of 2004. Included in the results for the third quarter of 2004 was a net gain of approximately $1.0 million for the sale of property located in the United Kingdom and the write down of certain assets held for sale. These amounts were reflected as a reduction of operating expenses. For the first nine months of 2005, operating expenses were $128.6 million or 12.2% of sales as compared to $79.8 million or 14.9% of sales for the first nine months of 2004.

Our effective tax rates for the third quarter and nine months of 2005 were 33.4% and 35.7%, respectively, higher than the tax rates of 31.9% and 34.4% in the comparable periods of 2004. The lower rates for the third quarter and nine months of 2004 were a result of the favorable tax treatment of the sale of a portion of our United Kingdom real estate. The tax rate in the third quarter of 2005 was reduced as a result of a one-time refund of income taxes to one of our Chinese joint ventures.

Our net income in the third quarter of 2005 was $18.5 million, an increase of 107.4% from the $8.9 million reported in the third quarter of 2004. Fully diluted earnings per share were $.59, which was an increase of 64% versus $.36 in the third quarter of 2004. The average number of diluted shares in the third quarter of 2005 was 31,234,336 versus 24,724,845 shares in comparable 2004. The increase in the average number of shares outstanding versus the third quarter of 2004 resulted from the shares that were issued as part of the December 2004 HVAC acquisition as well as the primary shares recently issued in the Company’s August 2005 stock offering. For the first nine months of 2005, net income was $49.2 million versus $23.4 million for the first nine months of 2004, a 110% increase. Fully diluted earnings per share for the same period were $1.62 versus the $.94 reported for the same period of 2004, a 72% increase. The average number of diluted shares was 30,399,710 for the first nine months of 2005 versus 24,893,397 shares in comparable 2004.

Net cash provided by operating activities was $31.6 million in the third quarter of 2005, a $10.4 million (49%) increase from $21.2 million in the comparable quarter of 2004. The $9.6 million (108%) increase in net income in the third quarter of 2005 from the third quarter last year was the primary factor in the increase. Accounts receivable decreased $17.9 million during 2005’s third quarter while inventories dropped $5.6 million, due primarily to net sales decreasing to $345.9 million in the third quarter of 2005 from $368.8 million in the second quarter of 2005, reflecting primarily our motor customers’ seasonal buying patterns. For the nine months of 2005, operating cash flow totaled $65.3 million, up $27.8 million (74%) from $37.5 million in comparable 2004, due primarily to $25.8 million higher net income.

Net cash provided by investing activities in the third quarter of 2005 was $6.0 million. $6.2 million of additions to property, plant and equipment were more than offset by $12.5 million of cash received related to a purchase price adjustment payment from GE relating to the acquisition from GE we made in December 2004. Net cash used in investing activities was $11.2 million year-to-date through September 28, 2005. $21.7 million of year-to-date capital spending and $6.2 million spent in first quarter 2005 for acquisitions were partly offset by the GE payment discussed above and $4.2 million of disposals of fixed assets. Our capital spending was $6.2 million during the third quarter of 2005; the $21.7 million we spent through September 28, 2005 year-to-date represents an $11.5 million (113%) increase from comparable 2004. At September 28, 2005, we had $9.2 million of outstanding commitments for future capital expenditures.

Cash flows used in financing activities were $38.7 million in the third quarter of 2005, due primarily to reducing our long-term debt by $88.0 million. The major factors in the debt reduction were $31.6 million of operating cash flow and $53.1 million of proceeds from our offering of common stock, which closed on August 16, 2005. The net proceeds after underwriting fees and expenses were approximately $43.7 million. The Company also received $9.4 million from GE’s proceeds of the shares GE sold in the offering (see accompanying Note 14, Completion of Stock Offering), pursuant to the terms of the shareholder agreement between GE and the Company, dated December 31, 2004. The net proceeds were used to reduce a like amount of our debt outstanding under the Facility described below.

Our outstanding long-term debt decreased $88.0 million to $448.9 million at September 28, 2005 from $536.9 million at June 29, 2005, as discussed in the preceding paragraphs. Compared to long-term debt of $547.4 million at December 31, 2004, our long-term debt at September 28, 2005 was $98.5 million lower. Of our total long-term debt, $329.5 million was outstanding under our $475 million unsecured revolving credit facility that expires on May 5, 2009 (the "Facility"). The Facility permits us to borrow at interest rates based upon a margin above the London Inter-Bank Offered Rate (“LIBOR”), which margin varies with the ratio of total funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"). These interest rates also vary as LIBOR varies. We also pay a commitment fee on the unused amount of the $475 million Facility credit limit, which also varies with the ratio of our total debt to our EBITDA. At September 28, 2005, our margin above LIBOR was 1.5% and our commitment fee rate was .3%. These margins were reduced to 1.125% and .25%, respectively, on October 3, 2005. The Facility requires us to maintain specified financial ratios and to satisfy certain financial condition tests. We were in compliance with all of these tests as of September 28, 2005.

The Company recognizes revenue upon transfer of title, which generally occurs upon shipment of the product to the customer. The pricing of products sold is generally supported by customer purchase orders, and accounts receivable collection is reasonably assured at the time of shipment. Estimated discounts and rebates are recorded as a reduction of sales in the same period revenue is recognized. Product returns and credits are estimated and recorded at the time of shipment based upon historical experience. Shipping and handling costs are recorded as revenue when billed to the customers.

Approximately half of our domestic employees are covered by defined benefit pension plans with the remaining domestic employees covered by defined contribution plans. The large majority of our foreign employees are covered by mandated government programs. Our obligations under our domestic defined benefit plans are determined with the assistance of actuarial firms. The actuaries make certain assumptions regarding such factors as withdrawal rates and mortality rates. The actuaries also provide us with information and recommendations from which management makes further assumptions on such factors as the long-term expected rate of return on plan assets, the discount rate on benefit obligations and where applicable, the rate of annual compensation increases. Based upon the assumptions made, the investments made by the plans, overall conditions and movement in financial markets, particularly the stock market and how actual withdrawal rates, life-spans of benefit recipients and other factors differ from assumptions, annual expenses and recorded assets or liabilities of these defined benefit plans may change significantly from year to year. Based on our annual review of actuarial assumptions as well as historical rates of return on plan assets and existing long-term bond rates, we set the long-term rate of return on plan assets at 8.75% and the discount rate at 5.75% for our defined benefit plans as of December 31, 2004. We expect our domestic defined benefit pension expenses in 2005 to increase approximately $1.8 million from 2004, due primarily to the two acquisitions we made from GE in 2004.

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”, which requires companies to expense the value of employee stock options and similar awards. This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation”. This Statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123R(R) has been revised to become effective beginning January 1, 2006. Management is currently assessing the impact of adopting SFAS No. 123(R).

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS No. 154”). This statement changes the requirements for the accounting and reporting of a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, where practical to do so. This statement is applicable for fiscal years beginning after December 15, 2005. The Company does not anticipate that this standard will have a material effect on its financial position, results of operations or cash flows.

We are exposed to market risk relating to the Company’s operations due to changes in interest rates, foreign currency exchange rates and commodity prices of purchased raw materials. We manage the exposure to these risks through a combination of normal operating and financing activities and derivative financial instruments such as commodity cash flow hedges and foreign currency forward exchange contracts.

The Company is exposed to interest rate risk on certain of its short-term and long-term debt obligations used to finance our operations and acquisitions. At September 28, 2005, we had $115.9 million of fixed rate debt and $333.6 million of variable rate debt, the latter subject to interest rate risk. The variable rate debt is under a credit facility with an interest rate based on a margin above LIBOR. As a result, interest rate changes impact future earnings and cash flow assuming other factors are constant. A hypothetical 10% change in our weighted average borrowing rate on outstanding variable rate debt at September 28, 2005, would result in a change in after-tax annualized earnings of approximately $1.1 million.

We are also exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the utilization of foreign currency contracts to manage our exposure on the transactions denominated in currencies other than the applicable functional currency. Due to our two acquisitions in August and December 2004, we have significantly increased our manufacturing operations outside the United States. In the first half of 2005, we began to enter into contracts to hedge foreign-currency denominated forecasted transactions. Contracts are executed with creditworthy banks and are denominated in currencies of major industrial countries. It is our policy not to enter into derivative financial instruments for speculative purposes. We do not hedge our exposure to the translation of reported results of foreign subsidiaries from local currency to United States dollars.

All hedges are recorded on the balance sheet at fair value and are accounted for as cash flow hedges, with changes in fair value recorded in accumulated other comprehensive income (“AOCI”) in each accounting period. An ineffective portion of the hedge’s change in fair value, if any, is recorded in earnings in the period of change. The impact due to ineffectiveness was immaterial for all periods included in this report.

In the third quarter and nine months of 2005, $174,000 and $4.1 million, respectively, of net increased hedge value was recorded in AOCI. At September 28, 2005, we had a balance of $6.4 million in current assets and a corresponding net after tax gain of $4.1 million in AOCI, representing the fair market value of cash flow commodity and foreign currency hedges. Of the total current assets and AOCI values, $1.4 and $.9 million, respectively, related to currency hedges, with the balance of $5.0 million and $3.2 million, respectively, relating to commodity hedges.

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the quarterly period ended September 28, 2005 or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Wisconsin	39-0875718
(State of other jurisdiction of incorporation)	(IRS Employer Identification No.)

		Page
PART I - FINANCIAL INFORMATION
Item 1 -	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6 - 10
Item 2 -	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	10 - 13
Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4 -	Controls and Procedures	13

PART II - OTHER INFORMATION
Item 1 -	Legal Proceedings	14
Item 6 -	Exhibits	14
Signature		14
Index to Exhibits		15

	Sept. 28, 2005	Dec. 31, 2004
Raw Material	14%	13%
Work-in Process	27%	25%
Finished Goods	59%	62%

	(In Thousands of Dollars)
	Third Quarter Ended						Nine Months Ended
	Sept. 28, 2005			Sept. 28, 2004			Sept. 28, 2005			Sept. 28, 2004
Beginning balance	$	5,615		$	3,023		$	5,007		$	2,953
Deduct: Payments		(1,433	)		(1,255	)		(4,238	)		(3,577	)
Add: Provision		1,602			1,333			5,015			3,725
Ending balance	$	5,784		$	3,101		$	5,784		$	3,101

	Electrical Segment		Mechanical Segment		Total
Balance as of December 31, 2004	$	543.9	$	0.5	$	544.4
GE acquisition valuation adjustments		12.7		---		12.7
GE acquisition costs		3.7		---		3.7
Acquisition of Changzhou Modern Technologies		.9		---		.9
Balance as of September 28, 2005	$	561.2	$	0.5	$	561.7

	Exhibit Number		Exhibit Description
	31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32		Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.


	REGAL-BELOIT CORPORATION (Registrant)

Date: November 7, 2005	By:	/s/ David A. Barta

		Vice President - Chief Financial Officer (Principal Accounting and Financial Officer)

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.