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 2, 2011

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)	(Zip Code)

Registrant’s telephone number, including area code: (608) 364-8800

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:

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

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

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

o 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 2, 2011, Regal Beloit Corporation (the “Company”) issued a news release reporting the financial results of the Company for the financial period ended April 2, 2011. A copy of the Company’s news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On May 3, 2011, the Company held a conference call to discuss its financial results for the financial period ended April 2, 2011 and provided a presentation in connection therewith. A copy of the Company’s conference call presentation is furnished as Exhibit 99.2 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 exhibits are being furnished herewith:

99.1 News Release of Regal Beloit Corporation, dated May 2, 2011.

99.2 Regal Beloit Corporation presentation of May 3, 2011.

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 3, 2011	By: /s/ Peter C. Underwood
	Peter C. Underwood
	Vice President, General Counsel and Secretary

2

REGAL BELOIT CORPORATION
Exhibit Index to Report on Form 8-K
Dated March 2, 2011

Exhibit Number	Exhibit Description
99.1	News Release of Regal Beloit Corporation, dated May 3, 2011.
99.2	Regal Beloit Corporation presentation of May 3, 2011.

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

John M. Perino
Vice President,
Investor Relations
608-361-7501

Page 1

REGAL BELOIT REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS

• Quarterly Sales Increased 31%

• Strong Operating Cash Flow

May 2, 2011 (Beloit, WI): Regal Beloit Corporation (NYSE: RBC) today reported financial results for the first quarter ended April 2, 2011. Net sales of $662.7 million increased 30.6% compared to $507.3 million for the first quarter of 2010. Diluted earnings per share were $0.99 compared to $0.98 for the first quarter of 2010.

“In line with our guidance, sales across all business units improved over the first quarter 2010,” commented Mr. Mark Gliebe, Chief Executive Officer. “However, we faced continued inflationary pressure on input costs, especially costs for copper and steel. We are implementing our previously announced price increases that were effective beginning in March 2011 to help offset these cost increases. Additionally we incurred significant transaction-related expenses as we prepare for the closing of the acquisition of A.O. Smith’s motor business.”

NET SALES

	(In millions)
	Three Months Ended
	April 2, 2011		April 3, 2010		% Change
Net Sales	$	662.7	$	507.3		30.6	%
Net Sales by Segment:
Electrical segment	$	594.3	$	457.2		30.0	%
Mechanical segment	$	68.4	$	50.1		36.5	%

Net sales for the first quarter 2011 increased $155.3 million compared to the first quarter of 2010, including $91.2 million of incremental sales from the six businesses acquired in 2010 (the “acquired businesses”). Sales growth was driven by increased demand in nearly all end markets including strong demand for energy efficient products.

In the Electrical segment, net sales for the first quarter 2011 increased $137.1 million compared to the first quarter 2010, including $81.3 million of incremental net sales from the acquired businesses. North American residential HVAC motor net sales increased 17.9% in the first quarter 2011 compared to the first quarter 2010. North American commercial and industrial net sales increased 12.8% for the first quarter compared to the first quarter 2010 driven by improving economic conditions, the impact of the EISA legislation and a strong recovery in our generator business.

Regal Beloit Corporation
News Release
Page 2 of 7

In the Mechanical segment, net sales for the first quarter of 2011 increased $18.3 million compared to the first quarter 2010, including $9.9 million of incremental net sales from the acquired businesses. This increase was driven primarily by improving demand in later cycle end markets and improving demand in Europe.

Net sales to regions outside of the United States were 36.9% of total net sales for the first quarter 2011 compared to 27.1% of total net sales for the first quarter 2010. First quarter 2011 net sales of high efficiency products were 18.0% of total net sales as compared to 17.7% in the first quarter of 2010.

GROSS PROFIT

	(In thousands)
	Three Months Ended
	April 2, 2011			April 3, 2010
Gross Profit	$	164,811		$	130,915
As a percentage of net sales		24.9	%		25.8	%
Gross Profit
Electrical segment	$	145,605		$	117,050
As a percentage of net sales		24.5	%		25.6	%
Mechanical segment	$	19,206		$	13,865
As a percentage of net sales		28.1	%		27.7	%

OPERATING EXPENSES

	(In thousands)
	Three Months Ended
	April 2, 2011			April 3, 2010
Operating Expenses	$	100,691		$	68,150
As a percentage of net sales		15.2	%		13.4	%
Operating Expenses by Segment:
Electrical segment	$	90,092		$	60,710
As a percentage of net sales		15.2	%		13.3	%
Mechanical segment	$	10,599		$	7,440
As a percentage of net sales		15.5	%		14.9	%

INCOME FROM OPERATIONS

	(In thousands)
	Three Months Ended
	April 2, 2011			April 3, 2010
Income from Operations	$	64,120		$	62,765
As a percentage of net sales		9.7	%		12.4	%
Income from Operations by Segment:
Electrical segment	$	55,513		$	56,340
As a percentage of net sales		9.3	%		12.3	%
Mechanical segment	$	8,607		$	6,425
As a percentage of net sales		12.6	%		12.8	%

Operating expenses for the first quarter 2011 increased $32.5 million including (i) $20.1 million related to the acquired businesses, ($2.4 million of which was intangible amortization), and (ii) an incremental $5.1 million of acquisition-related expenses.

Regal Beloit Corporation
News Release
Page 3 of 7

Net interest expense for the first quarter 2011 was $4.8 million, compared to $4.4 million for the first quarter 2010. The effective tax rate for the first quarter 2011 was 31.2% which was in line with prior guidance.

Net income attributable to Regal Beloit Corporation for the first quarter 2011 was $38.8 million, a 2.9% increase compared to $37.8 million for the first quarter 2010. Fully diluted earnings per share for the first quarter 2011 were $0.99 compared to $0.98 for the first quarter 2010.

Net cash provided by operating activities was $56.2 million for the first quarter 2011, an increase of 26.7% compared to the first quarter 2010. Capital expenditures were $27.7 million which included the purchase of our factory in Faridabad, India which was previously leased. Cash and investments totaled $259.5 million at April 2, 2011, an increase of $28.6 million from January 1, 2011.

“Looking back on the quarter we are encouraged by the strength in our sales growth but are disappointed with our margin performance which was negatively impacted by commodity inflation,” continued Mr. Gliebe. “As we look forward to the second quarter we are expecting to see the normal seasonal improvement in our HVAC sales which can be impacted by the weather. Steel input costs will be a significant headwind and copper costs remain at elevated levels. We anticipate starting to realize the benefit of previously announced price increases and seeing improved contributions from our 2010 acquisitions. Accordingly, we are projecting second quarter diluted earnings per share of $1.22 to $1.28 per share. Our guidance for the second quarter includes similar levels of acquisition related expense, but does not include the impact of closing on the acquisition of the A.O. Smith motor business.

Regal Beloit will hold a conference call pertaining to this news release at 9:00 AM CDT (10:00 AM EDT) on Tuesday, May 3, 2011. To listen to the call and view the presentation slides via the internet, please go to http://www.regalbeloit.com/ or at: http://www.videonewswire.com/event.asp?id=78815. Individuals who would like to participate by phone should dial 800-860-2442, referencing Regal Beloit. International callers should dial 412-858-4600, referencing Regal Beloit.

A telephone replay of the call will be available through May 11, 2011 at 877-344-7529, conference ID 450370. International callers should call 412-317-0088 using the same conference ID. A webcast replay will be available until August 3, 2011 and can be accessed at http://www.regalbeloit.com/rbceventspresentations.htm or at http://www.videonewswire.com/event.asp?id=78815.

Regal Beloit Corporation is a leading manufacturer of electric motors, mechanical and electrical motion controls 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’s common stock is a component of the S&P Mid Cap 400 Index and the Russell 2000 Index.

Regal Beloit Corporation
News Release
Page 4 of 7

CAUTIONARY STATEMENT

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 press release 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,” “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: actions taken by our competitors and our ability to effectively compete in the increasingly competitive global electric motor, power generation and mechanical motion control industries; our ability to develop new products based on technological innovation and the marketplace acceptance of new and existing products; fluctuations in commodity prices and raw material costs; our dependence on significant customers; issues and costs arising from the integration of acquired companies and businesses, including the timing and impact of purchase accounting adjustments; difficulties consummating the pending acquisition of the Electrical Products Company of A.O. Smith Corporation that may have a negative impact on our results of operations; our dependence on key suppliers and the potential effects of supply disruptions; infringement of our intellectual property by third parties, challenges to our intellectual property, and claims of infringement by us of third party technologies; increases in our overall debt levels as a result of acquisitions or otherwise and our ability to repay principal and interest on our outstanding debt; product liability and other litigation, or the failure of our products to perform as anticipated, particularly in high volume applications; economic changes in global markets where we do business, such as reduced demand for the products we sell, currency exchange rates, inflation rates, interest rates, recession, foreign government policies and other external factors that we cannot control; unanticipated liabilities of acquired businesses; cyclical downturns affecting the global market for capital goods; difficulties associated with 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 March 2, 2011 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 presentation are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.

Regal Beloit Corporation
News Release
Page 5 of 7

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Unaudited
Dollars in Thousands, Except Dividends Declared and Per Share Data

	Three Months Ended
	April 2, 2011		April 3, 2010
Net Sales	$	662,655	$	507,318
Cost of Sales		497,844		376,403
Gross Profit		164,811		130,915
Operating Expenses		100,691		68,150
Income From Operations		64,120		62,765
Interest Expense		5,091		5,061
Interest Income		317		641
Income Before Taxes & Noncontrolling Interests		59,346		58,345
Provision For Income Taxes		18,523		18,477
Net Income		40,823		39,868
Less: Net Income Attributable to Noncontrolling
Interests, net of tax		1,986		2,106
Net Income Attributable to Regal Beloit Corporation	$	38,837	$	37,762
Earnings Per Share of Common Stock:
Basic	$	1.01	$	1.01
Assuming Dilution	$	0.99	$	0.98
Cash Dividends Declared	$	0.17	$	0.16
Weighted Average Number of Shares Outstanding:
Basic		38,626,711		37,446,007
Assuming Dilution		39,131,722		38,622,314

SEGMENT INFORMATION
Unaudited
Dollars in Thousands

	Mechanical Segment				Electrical Segment
	Three Months Ended				Three Months Ended
	April 2, 2011		April 3, 2010		April 2, 2011		April 3, 2010
Net Sales	$	68,365	$	50,073	$	594,290	$	457,245
Income from Operations	$	8,607	$	6,425	$	55,513	$	56,340

Regal Beloit Corporation
News Release
Page 6 of 7

CONDENSED CONSOLIDATED BALANCE SHEETS
Dollars in Thousands

	(Unaudited)
	April 2, 2011		January 1, 2011
ASSETS
Current Assets:
Cash and Investments	$	259,457	$	230,858
Trade Receivables, less Allowances of $11,765 in 2011 and $10,637 in 2010		393,374		331,017
Inventories		401,234		390,587
Prepaid Expenses and Other Current Assets		113,332		135,589
Total Current Assets		1,167,397		1,088,051
Property, Plant, Equipment and Noncurrent Assets		1,376,740		1,361,085
Total Assets	$	2,544,137	$	2,449,136
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	262,340	$	231,705
Other Accrued Expenses		171,879		159,000
Current Maturities of Debt		19,190		8,637
Total Current Liabilities		453,409		399,342
Long-Term Debt		430,780		428,256
Other Noncurrent Liabilities		215,550		224,376
Equity:
Total Regal Beloit Corporation Shareholders’ Equity		1,407,788		1,361,960
Noncontrolling Interests		36,610		35,202
Total Equity		1,444,398		1,397,162
Total Liabilities and Equity	$	2,544,137	$	2,449,136

Regal Beloit Corporation
News Release
Page 7 of 7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Unaudited
Dollars in Thousands

	Three Months Ended
	April 2, 2011			April 3, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	40,823		$	39,868
Adjustments to reconcile net income to net cash provided by operating activities (net of acquisitions):
Depreciation and amortization		21,599			17,025
Excess tax benefits from share-based compensation		(410	)		(670	)
Loss on disposition of property, net		187			—
Share-based compensation expense		1,755			1,357
Change in assets and liabilities		(7,753	)		(13,215	)
Net cash provided by operating activities		56,201			44,365
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(27,729	)		(11,241	)
Purchases of investment securities		—			(98,133	)
Sales of investment securities		55,998			69,069
Business acquisitions, net of cash acquired		(8,597	)		—
Sale of property, plant and equipment		16			—
Net cash provided by (used in) investing activities		19,688			(40,305	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (repayments of) short-term borrowings		10,022			(1,661	)
Payments of long-term debt		(49	)		(46	)
Net proceeds (repayments) under revolving credit facility		2,845			(2,863	)
Dividends paid to shareholders		(6,561	)		(5,981	)
Proceeds from the exercise of stock options		566			1,223
Excess tax benefits from share-based compensation		410			670
Net cash provided by (used in) financing activities		7,233			(8,658	)
EFFECT OF EXCHANGE RATES ON CASH		1,804			318
Net increase (decrease) in cash and cash equivalents		84,926			(4,280	)
Cash and cash equivalents at beginning of period		174,531			262,422
Cash and cash equivalents at end of period	$	259,457		$	258,142

EX-99.2

Exhibit 99.2

1st Quarter 2011 Earnings CallMay 3, 2011 Welcome!

Cautionary Statement 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 press release 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," "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: actions taken by our competitors and our ability to effectively compete in the increasingly competitive global electric motor, power generation and mechanical motion control industries; our ability to develop new products based on technological innovation and the marketplace acceptance of new and existing products; fluctuations in commodity prices and raw material costs; our dependence on significant customers; issues and costs arising from the integration of acquired companies and businesses, including the timing and impact of purchase accounting adjustments; difficulties consummating the pending acquisition of the Electrical Products Company of A.O. Smith Corporation that may have a negative impact on our results of operations; our dependence on key suppliers and the potential effects of supply disruptions; infringement of our intellectual property by third parties, challenges to our intellectual property, and claims of infringement by us of third party technologies; increases in our overall debt levels as a result of acquisitions or otherwise and our ability to repay principal and interest on our outstanding debt; product liability and other litigation, or the failure of our products to perform as anticipated, particularly in high volume applications; economic changes in global markets where we do business, such as reduced demand for the products we sell, currency exchange rates, inflation rates, interest rates, recession, foreign government policies and other external factors that we cannot control; unanticipated liabilities of acquired businesses; cyclical downturns affecting the global market for capital goods; difficulties associated with 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 March 2, 2011 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 presentation are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances. 1

2 Mark GliebeChief Executive Officer

Agenda Mark Gliebe, CEO - Opening CommentsChuck Hinrichs, CFO - Financial UpdateJon Schlemmer, COO - Products, Markets & Operations UpdateMark Gliebe - 2nd Quarter Outlook & Current View of EPC TransactionQuestions & AnswersMark Gliebe - Closing Comments 3

Opening Comments Improving Economy and 2010 Acquisitions Benefited SalesCommodity Inflation ContinuesAcquisition Related Expenses also Pressured MarginsHVAC First Quarter Demand Strong and Inventories at Desired LevelsSuccessfully Completed Ramu Acquisition 4

5 Chuck HinrichsChief Financial Officer

6 Sales Growth - up 31% in 1Q11$91 million from Acquired CompaniesPrice Increase Realizations Financial Update Gross Profit Commodity Costs IncreasingPrice Increases Lag 1Q 2010 1Q 2010 1Q 2011 1Q 2011 % Change % Change 2Q 2010 2Q 2010 2Q 2011 E % Change Copper Spot Cost per lb. $3.27 $3.27 $4.39 $4.39 34% 34% $3.19 $3.19 $4.25 33% Steel Spot Cost per ton $715 $715 $904 $904 26% 26% $792 $792 $926 17% E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources E = Management Estimates Based on Currently Available Industry Sources

7 Financial Update Capital Expenditures$27.7 million in 1Q11 2011 capital expenditures up to $90 million D&A $21.6 million in 1Q11 Income Tax Rate1Q11 ETR of 31.2% 2011 ETR of 31 - 32% Acquisition Related Costs$7 million in 1Q11$5 million incremental from 1Q10 Balance Sheet as of 4/2/11 Cash of $260 millionTotal Debt of $450 millionNet Debt of $190 million 2Q11 EPS Guidance $1.22 to $1.28

8 Jon Schlemmer Chief Operating Officer

Operations Update Sales Up 31%Strong Mechanical Sales GrowthStrong Asia Based Sales GrowthNorth American Commercial and Industrial Sales up 13%North American HVAC Sales Up 18%Price Increases Helping to Offset Commodity Inflation 9

EPC Update HSR Second Request Received Feb 4, 2011Continuing to Work Cooperatively Through the ProcessExcellent Cultural FitFinance and IT Integration Planning ProceedingRemaining Integration Efforts in Other Functional Areas Awaiting Closing 10

Ramu Acquisition Acquisition Closed April 5, 2011Start Up Company Focused on Development of Switched Reluctance Motor TechnologyProvides Energy Efficiency Without the Need for Permanent MagnetsProfessor Ramu and his Team of Engineers Joining Regal Beloit 11

48 Frame PMAC Motor 48 Frame PMAC Motor Technology Similar to ECMPremium Efficiency LevelsRadial Flux Design Delivers High Torque and Increased Power DensityWide Range of Applications Where Induction Motors are Used 12

New High Speed ECM New High Speed ECM 13 Operating Ranges of 200 to 1800 RPMDelivers 80% EfficiencyUniquely Suited for Niche applications such as:Commercial Kitchen Exhaust Small Duct High Velocity Systems

Summary Comments 14 Jon Schlemmer Chief Operating Officer

15 Mark GliebeChief Executive Officer

2Q Outlook 2Q Margins Challenged by Commodity InflationExecution Plans:New ProductsProductivity EffortsExecuting SynergiesContributions from Acquisitions 16

EPC Update In HSR ReviewTransaction Anticipated to Close in 2nd QuarterStrong Engagement Between TeamsEPC Business Performed Well in 1Q 17

Financial Impact of EPC Purchase Other Than Pre-Closing Transaction Costs, No EPC Impact Included in Guidance Additional Financial Information Will Be Provided After ClosingPurchase Accounting AdjustmentsInventory Fair Value Step-upCommodity / Currency Hedge ValuationsGoodwill / Intangible Assets AllocationTransaction Expenses 18

Questions 19

Henry Knueppel Retirement Henry Knueppel to Retire After 32 Years of ServiceSix Years as CEOTSR Greater Than 100%Thank You Henry! 20

21 Thank You!