8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

 Date of Report

   (Date of earliest

 event reported):                                          November 4, 2008

              Regal-Beloit Corporation             

(Exact name of registrant as specified in its charter)

Wisconsin	1-7283	39-0875718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

          200 State Street, Beloit, Wisconsin 53511-6254           

(Address of principal executive offices, including Zip code)

           (608) 364-8800           

(Registrant’s telephone number)

           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:

[  ] 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 November 4, 2008, Regal Beloit Corporation (the “Company”) issued a news release reporting the financial results of the Company for the financial period ended September 27, 2008. A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.        Financial Statements and Exhibits.

(a)   Not Applicable

(b)   Not Applicable

(c)   Not Applicable

(d)   Exhibits.  The following exhibit is being furnished herewith:

99.1 News Release of Regal Beloit Corporation, dated November 4, 2008.

SIGNATURES

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.

	REGAL BELOIT CORPORATION
Date:  November 4, 2008	By:	/s/ Paul J. Jones
		Paul J. Jones
		Vice President, General Counsel and Secretary

2

REGAL BELOIT CORPORATION

Exhibit Index to Report on Form 8-K

Dated November 4, 2008

Exhibit Number	Exhibit Description
99.1	News Release of Regal Beloit Corporation, dated November 4, 2008.

3

EX-99.1

	NEWS RELEASE
	FOR RELEASE ON OR AFTER:  November 3, 2008
	FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
	David A. Barta Vice President, Chief Financial Officer 608-361-7405
Page 1

REGAL BELOIT REPORTS RECORD SALES AND EARNINGS FOR THE THIRD QUARTER OF 2008

November 3, 2008 (Beloit, WI):  Regal Beloit Corporation (NYSE:RBC) today reported record financial results for the third quarter ended September 27, 2008. Record quarterly sales were driven by robust market demand for generators and industrial and HVACR motor products, coupled with strong operational execution and productivity improvements. The sales and earnings performance was achieved in spite of continued raw material cost inflation and a challenging global economic environment.

“We are very pleased with our record results for the third quarter, despite continued cost pressures and market uncertainties.  The diversity in our end-markets, a focus on expanding our global footprint in high growth regions, and the ability to continuously bring innovation to our industry have helped us overcome significant headwinds over the past few months,” commented Henry W. Knueppel, Chairman and Chief Executive Officer of Regal Beloit.  “Due to our strong fundamentals and our ability to successfully implement our strategies over the past several years, we remain poised to capitalize on accelerating growth opportunities. While we recognize the economic challenges in the short-term, we are well-positioned to capture the growth potential resulting from increased demand for energy efficiency products and global acquisitions.”

Sales for the third quarter of 2008 were $620.6 million, a 38.1% increase over the $449.4 million reported for the same period in 2007.  The third quarter of 2008 included $122.6 million in sales from the four 2007 acquisitions, as compared to $28.3 million for the third quarter of 2007.  An additional $34.2 million of the third quarter 2008 sales are attributable to the Hwada acquisition completed on April 25, 2008.

In the Electrical segment, sales increased 42.5%, which includes the positive impact of the acquisitions noted above.  Exclusive of the acquired businesses, Electrical segment sales are up 10.8%, largely due to global generator sales increasing 25.0%, commercial and industrial motors sales in North America increasing 9.1% and  HVACR motor sales increasing as well.  Sales in the Mechanical segment increased 5.3% from the prior year period.

From a geographic perspective, Asia-based sales increased 101.1%, including the impact of acquired businesses, as compared to the third quarter of 2007.  In total, sales to regions outside of the United States were 26.8% of total sales for the third quarter of 2008, in comparison to 19.4% for the same period of 2007. From an energy efficiency perspective, sales of high efficiency motor and gear products were 13.6% of total sales. Exclusive of the acquired businesses, sales of high efficiency products increased 28.4% over the comparable data from the third quarter of 2007.  Further, the impact of foreign currency exchange rate changes, excluding acquisitions, from the year ago period added 0.5% to total sales.

Regal Beloit Corporation

News Release

Page 2 of 6

The gross profit margin for the third quarter of 2008 was 21.4% as compared to the 23.8% reported for the comparable period of 2007.  The decrease was primarily driven by lower gross profit margins of 17.3% from the acquired businesses and higher material costs throughout the quarter.  Net of the impact of product price increases, the material cost increases totaled $13.0 million.

Operating expenses were $67.1 million (10.8% of sales) in the third quarter 2008 versus $53.3 million (11.9% of sales) for the same period in 2007.  Income from operations was $65.7 million versus $53.4 million in the comparable period of 2007.  As a percent of sales, income from operations was 10.6% for the third quarter 2008 versus 11.9% in the comparable period of 2007.  This decrease reflected lower operating profit margins from the acquired businesses and increased raw material costs which were partially offset by contributions from new products, pricing actions, and productivity.

Net interest expense was $6.7 million for the quarter, versus $4.8 million in the comparable period of 2007.  The increase reflected higher levels of average debt outstanding driven by the acquisitions completed in the third and fourth quarters of 2007, as well as the Hwada acquisition completed in April of 2008.

Net income for the third quarter of 2008 was $36.9 million, an increase of 18.1% versus the $31.2 million reported in the comparable period of 2007.  Fully diluted earnings per share increased 18.5% to $1.09, as compared to $0.92 per share reported in the third quarter of 2007.

Cash flow from operations was $42.3 million in the third quarter 2008, as compared to $68.2 million in the year ago period, reflecting an increase in working capital driven by increases in inventory and trade accounts receivable.  Productivity and new product-oriented capital spending was $15.8 million for the quarter, as compared to $6.0 million for the comparative period in 2007. Depreciation and amortization was $14.9 million versus $10.0 million for the comparative period of 2007.  Total debt at the end of the quarter was $571.2 million, a $3.0 million increase from the end of the second quarter and $7.0 million increase from the end of 2007.

“While we remain confident in our strategy that has positioned us to succeed in the long-term, we anticipate continued material cost pressures and uncertain economic conditions throughout the fourth quarter,” added Knueppel. “Given these headwinds, we believe earnings per share to be in the range of $.67 to $.75 for the fourth quarter.

Regal Beloit will be holding a conference call to discuss third quarter financial results at 10:30 AM CST, Tuesday, November 4, 2008.  Interested parties should call 866-394-7807 (domestic) or 706-634-1728 (international), conference ID 71041041.  A replay of the call will be available through November 14 at 800-642-1687 (domestic) or 706-645-9291 (international), access code 71041041.

Regal Beloit Corporation

News Release

Page 3 of 6

About REGAL BELOIT CORPORATION:

Regal Beloit Corporation is a leading manufacturer and marketer of branded mechanical and electrical motion control and power generation products serving markets throughout the world.  Regal Beloit is headquartered in Beloit, Wisconsin, and has manufacturing, sales, and service facilities throughout the United States, Canada, Mexico, Europe and Asia.

CAUTIONARY STATEMENT

This Quarterly Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  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,”  “plan,” “expect,” “anticipate,” “estimate,” “believe,” or “continue” or the negative of these terms or other similar words.  Actual results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:

·   economic changes in global markets where we do business, such as currency exchange rates, inflation rates, interest rates, recession, foreign government policies and other external factors that we cannot control;

·   unanticipated fluctuations in commodity prices and raw material costs;

·   cyclical downturns affecting the global market for capital goods;

·   unexpected issues and costs arising from the integration of acquired companies and businesses;

·   marketplace acceptance of new and existing products including the loss of, or a decline in business from, any significant customers;

·   the impact of capital market transactions that we may effect;

·   the availability and effectiveness of our information technology systems;

·   unanticipated costs associated with litigation matters;

·   actions taken by our competitors;

·   difficulties in staffing and managing foreign operations; and

·   other risks and uncertainties including but not limited to those described in Item 1A-Risk Factors of the Company’s Annual Report on Form 10-K filed on February 27, 2008 and from time to time in our reports filed with U.S. Securities and Exchange Commission.

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 news release are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.  See also Item 1A - Risk Factors in the Company’s Annual Report on Form 10-K filed on February 27, 2008.

Regal Beloit Corporation

News Release

Page 4 of 6

STATEMENTS OF INCOME

In Thousands of Dollars

	(Unaudited)
	Three Months Ended				Nine Months Ended
	Sept. 27, 2008		Sept. 29,  2007		Sept. 27,  2008		Sept. 29,  2007
Net Sales	$	620,607	$	449,374	$	1,763,266	$	1,327,815
Cost of Sales		487,810		342,660		1,377,193		1,019,998
Gross Profit		132,797		106,714		386,073		307,817
Operating Expenses		67,063		53,339		195,233		147,056
Income From Operations		65,734		53,375		190,840		160,761
Interest Expense		7,103		5,116		21,449		14,607
Interest Income		418		365		1,333		695
Income Before Taxes & Minority Interest		59,049		48,624		170,724		146,849
Provision For Income Taxes		21,261		16,638		60,826		50,301
Income Before Minority Interest		37,788		31,986		109,898		96,548
Minority Interest in Income, Net of Tax		882		747		2,749		2,243
Net Income	$	36,906	$	31,239	$	107,149	$	94,305
Earnings Per Share of Common Stock:
Basic	$	1.18	$	1.00	$	3.42	$	3.02
Assuming Dilution	$	1.09	$	0.92	$	3.20	$	2.78
Cash Dividends Declared	$	0.16	$	0.15	$	0.47	$	0.44
Weighted Average Number of Shares Outstanding:
Basic		31,357,433		31,320,838		31,326,675		31,227,373
Assuming Dilution		33,715,881		34,104,123		33,452,880		33,943,057

Regal Beloit Corporation

News Release

Page 5 of 6

CONDENSED BALANCE SHEETS

In Thousands of Dollars

	(Unaudited)
	Sept. 27,		Dec. 29,
ASSETS	2008		2007
Current Assets:
Cash and Cash Equivalents	$	113,722	$	42,574
Receivables		394,022		297,569
Other Current Assets		75,765		70,148
Inventories		330,346		318,200
Total Current Assets		913,855		728,491
Net Property, Plant and Equipment		371,629		339,343
Other Noncurrent Assets		775,224		794,413
Total Assets	$	2,060,708	$	1,862,247
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Accounts Payable	$	252,782	$	183,215
Current Maturities of Debt		17,159		5,332
Other Current Liabilities		158,239		123,373
Long-Term Debt		554,087		558,918
Deferred Income Taxes		90,533		75,055
Other Noncurrent Liabilities		54,271		47,783
Minority Interest in Consolidated Subsidiaries		14,053		10,542
Shareholders’ Investment		919,584		858,029
Total Liabilities and Shareholders’ Investment	$	2,060,708	$	1,862,247

SEGMENT INFORMATION

In Thousands of Dollars

	(Unaudited)
	Mechanical Segment								Electrical Segment
	Three Months Ending				Nine Months Ending				Three Months Ending				Nine Months Ending
	Sept. 27, 2008		Sept. 29, 2007		Sept. 27, 2008		Sept. 29, 2007		Sept. 27, 2008		Sept. 29, 2007		Sept. 27, 2008		Sept. 29, 2007
Net Sales	$	56,119	$	53,300	$	168,653	$	164,958	$	564,488	$	396,074	$	1,594,613	$	1,162,857
Income from Operations		7,368		7,911		23,414		24,585		58,366		45,464		167,426		136,176

Regal Beloit Corporation

News Release

Page 6 of 6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands of Dollars

	(Unaudited)
	Nine Months Ended
	Sept. 27, 2008			Sept. 29, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	107,149		$	94,305
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		45,128			30,345
Minority interest		2,749			2,243
Excess tax benefits from stock-based compensation		(2,463	)		(6,681	)
Loss (gain) on sale of assets, net		124			(34	)
Stock-based compensation expense		3,356			2,802
Change in assets and liabilities, net		2,540			45,337
Net cash provided by operating activities		158,583			168,317
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(43,947	)		(23,818	)
Business acquisitions, net of cash acquired		(15,805	)		(253,241	)
Sale of property, plant and equipment		2,158			160
Net cash used in investing activities		(57,594	)		(276,899	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) proceeds from short-term borrowing		(10,030	)		8,200
Payments of long-term debt		(293	)		(333	)
Net repayments under revolving credit facility		(169,700	)		(76,200	)
Net repayments of commercial paper borrowings		-			(49,000	)
Net proceeds from long-term borrowings		165,000			250,000
Dividends paid to shareholders		(14,404	)		(13,394	)
Purchases of treasury stock		(4,191	)		-
Proceeds from the exercise of stock options		2,740			1,684
Excess tax benefits from stock-based compensation		2,463			6,681
Distributions to minority partners		-			(106	)
Financing feeds paid		(454	)		(1,397	)
Net cash (used in) provided by financing activities		(28,869	)		126,135
EFFECT OF EXCHANGE RATES ON CASH		(972	)		1,491
Net increase in cash and cash equivalents		71,148			19,044
Cash and cash equivalents at beginning of period		42,574			36,520
Cash and cash equivalents at end of period	$	113,722		$	55,564