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):            May 1, 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 May 1, 2008, Regal Beloit Corporation (the “Company”) issued a news release reporting the financial results of the Company for the financial period ended March 29, 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 May 1, 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:  May 1, 2008	By:	/s/   Paul J. Jones
		Paul J. Jones
		Vice President, General Counsel and Secretary

REGAL BELOIT CORPORATION

Exhibit Index to Report on Form 8-K

Dated May 1, 2008

Exhibit Number	Exhibit Description
99.1	News Release of Regal Beloit Corporation, dated May 1, 2008.

EX-99.1

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

REGAL BELOIT REPORTS 21%

EARNINGS PER SHARE INCREASE

May 1, 2008 (Beloit, WI):  Regal Beloit Corporation (NYSE:RBC) today reported financial results for the first quarter ended March 29, 2008.  Continued strong performance by the global generator businesses and industrial businesses offset the weak residential HVAC market.  The Company’s initiatives continued to have a significant positive impact on its performance. New products, the contribution from the 2007 acquisitions and the impact of the continued globalization of commercial operations drove the sales growth, while the Lean Six Sigma and productivity efforts helped support operating margins during a period of significant raw material inflation.

Net sales increased 28.1% to $536.3 million from $418.7 million in the first quarter of 2007.  Included in reported sales are $111.9 million of sales from the four acquisitions completed late in 2007. In the Electrical segment, sales increased 31.2%, including the impact of the 2007 acquisitions.  Exclusive of the recently acquired businesses, global generator sales increased 17.5% and industrial motors sales increased 6.8%, offsetting a 3.3% decline in residential HVAC motor sales and a 16.9% decline in commercial motor products used in residential applications.  Sales in the Mechanical segment increased 1.0% from the prior year period.  From a geographic perspective, China-based sales increased 33.1% as compared to the first quarter of 2007.  In total, sales to regions outside of the United States were 25.6% of total sales in comparison to 19.2% for the first quarter of 2007.

The gross profit margin for the first quarter of 2008 was 22.8% as compared to the 23.2% reported for the first quarter of 2007. The gross margin for the acquired businesses was 20.8%.  For the legacy businesses, raw material and other inflation, net of the impact of product price increases was $7.7 million, which is within the Company’s previously announced guidance of $7.0 to $9.0 million. This difference was largely offset by the impact of productivity improvements and Lean Six Sigma projects.  Income from operations was $57.6 million or 10.7% of sales, a 21.8% increase over the $47.3 million or 11.3% of sales reported for the first quarter of 2007.  Net income in the first quarter of 2008 was $32.2 million, a 20.1% increase from $26.8 million reported in the first quarter of 2007.  Diluted earnings per share increased 21.3% to $.97 as compared to $.80 for the first quarter of 2007.

Cash flow from operations increased 235.6% to $34.9 million from the $10.4 million reported for the same period in 2007.  Improved working capital management and the increase in net income drove the improvement over the prior year.  The cash performance allowed the Company to repay $8.2 million of debt in the first quarter.  In addition to the debt pay down, the Company also purchased 110,000 shares of its common stock in open market purchases during the quarter at a total cost of $4.2 million.

Regal Beloit Corporation

News Release

Page  of  2

On April 24, the Company also announced the acquisition of Wuxi Hwada Motor Co. and Wuxi New Hwada Motor Co. (collectively Hwada) located in Wuxi, China.  Hwada is a leading designer and manufacturer of Integral IEC and NEMA electric motors, which are used in various industrial applications such as compressor, pump, paper and steel processing, and power plants.  The business is expected to add approximately $75.0 to $80.0 million to sales and add $.04 to $.06 to diluted earnings per share in 2008.

The purchase price was $27.6 million in cash and the assumption of approximately $8.0 million in net liabilities.  Additionally, under the terms of the transaction, the Company will pay to the seller up to $8.5 million received by the Company in the future upon the sale of certain real property rights owned by Hwada.  The acquisition will be discussed further on today’s conference call.

“Given the difficult residential markets and raw material cost environments, we are quite pleased with our results for the first quarter.  New products, continuous improvement in execution, and our geographic diversification are driving solid results,” commented Henry W. Knueppel, Chairman and CEO.

Knueppel added, “While we remain cautious due to the unprecedented inflation in raw materials and, to a lesser degree, the speculation regarding the strength of end markets, we are confident in our ability to deliver solid results.  Accordingly our Board of Directors approved our fourth dividend increase in as many years and we remain committed to increasing shareholder value through the combination of acquisitions and share buybacks.  For the second quarter we expect earnings per share to be in the range of $1.10 to $1.18.”

Regal Beloit will be holding a conference call to discuss first quarter financial results at 1:00 PM CT (2:00 PM ET) today.  Interested parties should call 800-288-8961.  A replay of the call will be available through May 14, 2008 at 800-475-6701, access code 920700.

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.

Regal Beloit Corporation

News Release

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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 Form 10-K 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 Form10-K filed on February 27, 2008.

Regal Beloit Corporation

News Release

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STATEMENTS OF INCOME

In Thousands of Dollars

	(Unaudited)
	Three Months Ended
	March 29, 2008		March 31, 2007
Net Sales	$	536,343	$	418,646
Cost of Sales		414,244		321,419
Gross Profit		122,099		97,227
Operating Expenses		64,487		49,896
Income From Operations		57,612		47,331
Interest Expense		7,219		5,066
Interest Income		384		89
Income Before Taxes & Minority Interest		50,777		42,354
Provision For Income Taxes		18,012		14,690
Income Before Minority Interest		32,765		27,664
Minority Interest in Income, Net of Tax		598		851
Net Income	$	32,167	$	26,813
Earnings Per Share of Common Stock:
Basic	$	1.03	$	0.87
Assuming Dilution	$	0.97	$	0.80
Cash Dividends Declared	$	0.15	$	0.14
Weighted Average Number of Shares Outstanding:
Basic		31,316,878		30,814,312
Assuming Dilution		33,117,034		33,547,519

Regal Beloit Corporation

News Release

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CONDENSED BALANCE SHEETS

In Thousands of Dollars

	(Unaudited)
	March 29,			December 29,
ASSETS	2008			2007
Current Assets:
Cash and Cash Equivalents		$	50,531		$	42,574
Receivables and Other Current Assets			411,728			367,717
Inventories			307,261			318,200
Total Current Assets			769,520			728,491
Net Property, Plant and Equipment			358,528			339,343
Other Noncurrent Assets			779,660			794,413
Total Assets		$	1,907,708		$	1,862,247
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Accounts Payable		$	202,462		$	183,215
Other Current Liabilities			116,625			128,705
Long-Term Debt			550,694			558,918
Deferred Income Taxes			70,210			75,055
Other Noncurrent Liabilities			61,184			47,783
Minority Interest in Consolidated Subsidiaries			11,602			10,542
Shareholders’ Investment			894,931			858,029
Total Liabilities and Shareholders’ Investment		$	1,907,708		$	1,862,247

SEGMENT INFORMATION

In Thousands of Dollars

	(Unaudited)
	Mechanical Segment				Electrical Segment
	Three Months Ended				Three Months Ended
	March 29, 2008		March 31, 2007		March 29, 2008		March 31, 2007
Net Sales	$	55,114	$	54,594	$	481,229	$	364,052
Income from Operations	$	8,066	$	6,881	$	49,546	$	40,450

Regal Beloit Corporation

News Release

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands of Dollars

	(Unaudited)
	Three Months Ended
	March 29, 2008			March 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	32,167		$	26,813
Adjustments to reconcile net income to net cash provided
by operating activities;
Depreciation and amortization		14,152			9,883
Minority interest		598			851
Excess tax benefit from stock-based compensation		(452	)		(3,310	)
Loss (gain) on sale of assets, net		70			8
Stock-based compensation expense		882			865
Change in assets and liabilities, net		(12,551	)		(24,703	)
Net cash provided by operating activities		34,866			10,407
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(13,646	)		(12,163	)
Business acquisitions, net of cash acquired		374			(565	)
Sale of property, plant and equipment		1,149			-
Net cash used in investing activities		(12,123	)		(12,728	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from short-term borrowing		-			9,200
Payments of long-term debt		(113	)		(225	)
Net repayments under revolving credit facility		(8,200	)		(200	)
Net proceeds from commercial paper borrowings		-			125
Dividends paid to shareholders		(4,700	)		(4,345	)
Purchases of treasury stock		(4,191	)		-
Proceeds from the exercise of stock options		1,364			747
Excess tax benefits from stock-based compensation		452			3,310
Net cash (used in) provided by financing activities		(15,388	)		8,612
EFFECT OF EXCHANGE RATES ON CASH		602			275
Net increase in cash and cash equivalents		7,957			6,566
Cash and cash equivalents at beginning of period		42,574			36,520
Cash and cash equivalents at end of period	$	50,531		$	43,086