form11k.htm
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year
ended December
31, 2008
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o |
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________ to ____________
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Commission
file number 001-07283 |
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A.
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Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
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REGAL
BELOIT CORPORATION RETIREMENT SAVINGS PLAN
200
State Street
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B.
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Name
of issuer of securities held pursuant to the plan and the address of its
principal executive office:
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REGAL
BELOIT CORPORATION
200
State Street
REQUIRED
INFORMATION
The Regal
Beloit Corporation Retirement Savings Plan (“Plan) is subject to the Employee
Retirement Income Security Act of 1974 (“ERISA”). Attached hereto is a copy of
the most recent financial statements and schedule of the Plan prepared in
accordance with the financial reporting requirements of ERISA.
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
Financial
Statements as of and for the Years
Ended
December 31, 2008 and 2007,
Supplemental
Schedules as of and for the year ended December 31, 2008
and
Report of Independent Registered Public Accounting Firm
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
TABLE
OF CONTENTS
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Page
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REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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FINANCIAL
STATEMENTS:
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Statements
of Net Assets Available for Benefits - December 31, 2008 and
2007
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2
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Statements
of Changes in Net Assets Available for Benefits - Years Ended
December
31, 2008 and 2007
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3
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Notes
to Financial Statements
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4-8
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SUPPLEMENTAL
SCHEDULES:
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Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of
Year) as of December 31, 2008
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10
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Form
5500, Schedule H, Part IV, Question 4a - Delinquent Participant
Contributions
For
the Year Ended December 31, 2008
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11
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All
other schedules required by Section 2520.103-10 of the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Trustees and Participants of
Regal
Beloit Corporation Retirement Savings Plan
We have
audited the accompanying statements of net assets available for benefits of
Regal Beloit Corporation Retirement Savings Plan (the “Plan”) as of December 31,
2008 and 2007, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 2008 and 2007,
and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 2008 financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
LLP
Milwaukee,
WI
June 19,
2009
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER
31, 2008 AND 2007
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2008
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2007
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ASSETS:
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Cash
and cash equivalents
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$ |
565,290 |
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$ |
867 |
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Investments,
at fair value:
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Mutual
Funds
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70,742,983 |
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102,483,954 |
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Common
Collective Trust Funds
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42,460,496 |
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35,176,804 |
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Investment
in Regal Beloit Corporation Stock
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17,041,624 |
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19,938,042 |
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Participant
Loans
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3,663,302 |
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3,307,429 |
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Total
investments
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133,908,405 |
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160,906,229 |
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Receivables:
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Employer
contributions
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752,556 |
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786,462 |
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Participant
contributions
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176,800 |
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174,108 |
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Accrued
interest and dividends
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219,946 |
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150,509 |
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Due
from other Plans
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2,520,864 |
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- |
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Due
from party-in-interest
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- |
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239,783 |
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Due
from brokers
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351,166 |
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255,190 |
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Total
receivables
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4,021,332 |
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1,606,052 |
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Total
assets
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138,495,027 |
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162,513,148 |
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LIABILITIES:
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Due
to brokers
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536,856 |
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390,578 |
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Due
to party-in-interest
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- |
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239,783 |
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Accrued
administrative fees
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3,100 |
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3,100 |
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Total
liabilities
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539,956 |
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633,461 |
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NET
ASSETS AVAILABLE FOR BENEFITS AT
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FAIR
VALUE
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137,955,071 |
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161,879,687 |
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Adjustments
from fair value to contract value for fully
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benefit-responsive investment contracts
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2,234,763 |
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1,087,942 |
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NET
ASSETS AVAILABLE FOR BENEFITS
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$ |
140,189,834 |
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$ |
162,967,629 |
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See
notes to financial statements.
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS
ENDED DECEMBER 31, 2008 AND 2007
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2008
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2007
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CONTRIBUTIONS:
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Employer
contributions
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$ |
3,925,726 |
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$ |
3,196,543 |
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Participant
contributions
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9,856,228 |
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8,556,094 |
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Participant
rollovers
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487,173 |
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4,924,134 |
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Total
contributions
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14,269,127 |
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16,676,771 |
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INVESTMENT
(LOSS)/INCOME:
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Net
(depreciation)/appreciation in fair value of investments
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(41,163,202 |
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1,110,931 |
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Interest
and dividends
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3,937,009 |
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3,637,338 |
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Total
investment (loss)/income
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(37,226,193 |
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4,748,269 |
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DEDUCTIONS:
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Benefits
paid to participants
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11,442,537 |
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14,357,292 |
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Administrative
fees
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69,240 |
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84,592 |
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Total
deductions
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11,511,777 |
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14,441,884 |
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NET
(DECREASE)/INCREASE
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(34,468,843 |
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6,983,156 |
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Transfers
in from other Plans
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11,691,048 |
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- |
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NET
ASSETS AVAILABLE FOR BENEFITS:
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Beginning
of year
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162,967,629 |
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155,984,473 |
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End
of year
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$ |
140,189,834 |
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$ |
162,967,629 |
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See
notes to financial statements.
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
YEARS
ENDED DECEMBER 31, 2008 AND 2007
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The
following description of the Regal Beloit Corporation Retirement Savings Plan
(the “Plan”) is provided for general information purposes only. More
complete information regarding the Plan’s provisions may be found in the Plan
document. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).
General –
The Plan is a defined contribution plan which allows eligible employees to defer
compensation as permitted under Section 401(k) of the Internal Revenue Code (the
“IRC”). The Plan covers substantially all employees of Regal Beloit Corporation
(the “Company”).
Effective
January 1, 2008 the Jakel, Inc. 401(k) Retirement Savings Plan merged into the
Plan. As a result of this merger, $1,212,234 was transferred into the Plan on
January 18, 2008. Effective August 1, 2008 the Hub City, Inc.
Security Plan merged into the Plan. As a result of this merger,
$7,957,950 was transferred into the Plan. Effective December 31, 2008
the Morrill Motors Retirement Savings Plan merged into the Plan. As a result of
this merger, $2,097,614 was transferred into the Plan on January 2,
2009. Effective December 31, 2008 the Regal Beloit Corporation Value
Added Plan merged into the Plan. As a result of this merger, $423,250 was
transferred into the Plan on January 2, 2009.
Plan
Administration – Marshall & Ilsley Trust Company (the “Trustee”) is
trustee, custodian, and recordkeeper for the Plan. Overall
responsibility for administering the Plan rests with the Administrative
Committee.
Contributions
– Eligible employees can contribute an amount of up to 100% of eligible
compensation as defined by the Plan subject to certain limitation under the
IRC. The Plan also allows “catch-up” contributions for those
participants age 50 or over, in addition to the actual deferral
amount.
For
participating Regal Beloit Corporation Mechanical Group employees, Blytheville
employees, excluding the Plant Manager, and Corporate employees, the Company
makes a match equal to 50% of a participant’s deferral, up to 3% of a
participant’s pretax annual eligible income. The Plan also provides
for an annual contribution of 2% of a participant’s pretax annual eligible
income to be made for this group. These contributions of $662,207 and
$696,730 were made to the Plan for 2008 and 2007, respectively.
For
participating Salaried employees at Bowling Green, Brownsville, Lebanon, Lima,
Wausau and West Plains; and all employees at Fort Wayne,
Indianapolis, Springfield, and the Blytheville Plant Manager, the
Company makes a 50% matching contribution of the participant’s deferral, up to
5% of pretax annual eligible income, if hired before January 1,
2006. For participating hourly employees at Brownsville, the Company
makes a 50% matching contribution of the participant’s deferral up to 3% of
pretax annual eligible income. For participating hourly employees at
Lebanon and West Plains, the Company makes a 50% matching contribution of the
participant’s deferral up to 3% of pretax annual eligible income if hired before
January 1, 2006. For non-union employees hired on or after January 1,
2006 at the Bowling Green, Fort Wayne, Indianapolis, Lebanon, Lima, Springfield,
Wausau, and West Plains facilities, the Company makes a 100% matching
contribution on the first 2% of the participant’s deferral and a 50% matching
contribution on the next 3% of the participant’s deferral of pretax annual
eligible income. For Wausau employees represented by Local 1791
I.B.E.W., the Company matches 50% of a participant’s deferral up to 5% of pretax
eligible income, if hired before September 1, 2007 and if hired on or after
September 1, 2007, the Company makes a 50% matching contribution of the
participant’s deferral up to 6% of pretax annual eligible income. For
employees represented by Teamsters 662, the Company makes a 50% matching
contribution of the participant’s deferral up to 5% of pretax annual eligible
income. For Bowling Green employees represented by Local 1076
I.B.E.W., the Company matches 45% of a participant’s deferral up to 4% of pretax
annual eligible income through March 31, 2007, 50% of a participant’s deferral
up to 4% of pretax annual eligible income effective April 1, 2007 through May
30, 2008, and 50% up to 5% effective June 1, 2008. There is no
Company match for union Lima facility participants. The Lima facility
discontinued operations in June, 2007 and there was no contribution made for
2007. Participating employees of the Leeson Electric Corporation, a
wholly-owned subsidiary of Regal Beloit Corporation, receive a Company match of
50% of the participant’s deferral up to 4% of pretax annual eligible
income. Effective September 1, 2008, participating employees of RBC
Horizon, Inc. wholly-owned subsidiary of Regal Beloit Corporation, receive a
Company matching contribution of 100% of the first 1% of the participant’s
deferral and 50% of the next 5% of the participant’s deferral of pretax annual
eligible income. Production employees of Hub City receive a Company
match of 50% of the participant’s deferral up to 4% of pretax annual eligible
income.
Effective
January 1, 2007, the Plan implemented the Automatic Enrollment feature as
allowed pursuant to the Pension Protection Act of 2007. This auto
enrollment was applicable to all employees newly eligible to participate in the
Plan. These participants are auto enrolled for a 3% payroll
deferral. These contributions are defaulted in the Vanguard Lifestyle
fund based on the employee’s age absent an investment fund
election.
Vesting –
Participants at all times have a fully vested interest in individual
contribution accounts. Company matching and discretionary
contributions are subject to a three year cliff vesting. Corporate
and Mechanical Group Profit Sharing balances have a six year step
vesting. Lima bargaining unit participants are immediately fully
vested in Company contributions. All participant accounts become
fully vested at the time of death or disability. Employees at the
Neillsville facility became 100% vested in Company contributions due to the
plant closing.
Forfeited
Accounts – At December 31, 2008 and 2007 forfeited accounts totaled
$192,752 and $110,598, respectively. In the event of a forfeited
account, the forfeitures are used to reduce employer contributions in the Plan
year following the Plan year in which the forfeitures occur. Forfeitures used
during 2008 and 2007 were $142,802 and $63,458, respectively
Benefit Payments
– Participants may withdraw their account balance upon retirement, death,
disability, termination of employment, or attainment of age
59-1/2. Participants having any immediate and heavy financial
hardship without any other source of funds may request a hardship withdrawal of
their 401(k) contributions. Participant’s vested and nonforfeitable
balances will be distributable to the participant upon termination of employment
if the balance is less than $1,000. If the vested balance exceeds
$1,000, but it is less than $5,000, the Plan must transfer to an Individual
Retirement Account unless the participant elects to receive a
distribution. If the vested balance exceeds $5,000, distribution will
be made only if the participant consents.
Participant
Accounts – Individual accounts are maintained for each Plan
participant. Each participant’s account is credited with the
participant’s contribution, any Company matching contribution, allocations of
Company discretionary contributions and Plan earnings, and charged with
withdrawals and an allocation of Plan losses and administrative
expenses. Allocations are based on participant earnings or account
balances, as defined in the Plan document. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account.
Investment
Options – Participants are able to change their investment options in 1%
increments, 12 times per quarter. A complete listing of investment
options is available in the schedule assets (held at end of year).
Participant Loans
– The Plan permits a participant to borrow from his or her individual
account an amount limited to 50% of the vested account balance, up to
$50,000. The minimum loan amount is $1,000. Interest at
prevailing market rates (ranging from 4.0% to 9.5% as of December 31, 2008 and
4.0% to 9.5% as of December 31, 2007) is charged on the loan. Only
one loan is allowed at any time, and the maximum term is five years, unless the
loan is used for the acquisition of the participant’s primary residence, for
which the term of the loan may be extended beyond the five year
period.
2.
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SIGNIFICANT
ACCOUNT POLICIES
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Basis of
Accounting – The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America.
Use of Accounting
Estimates – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Plan’s management to make estimates and assumptions that affect the
reported amounts of Plan assets and liabilities at the date of the financial
statements and reported amounts of income and expenses during the reporting
periods. Actual results could differ from these
estimates.
Risks and
Uncertainties – The Plan invests in various investment instruments,
including mutual funds, a common collective trust and common
stock. Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market
volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of
certain investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the financial
statements.
Investment
Valuation and Income Recognition – The Plan’s investments are stated at
fair value. Shares of stock and mutual funds are valued at quoted
market prices, which represent the net asset value of shares held by the Plan at
year end. Common collective trust funds are stated at fair value as
determined by the issuer of the common collective trust funds based on the fair
market value of the underlying investments. Common collective trust
funds with underlying investments in benefit-responsive investment contracts are
valued at fair value of the underlying investments and then adjusted by the
issuer to contract value. Participant loans are valued at the
outstanding loan balances.
The
M&I Stable Principal Fund is a stable value fund. The M&I
Stable Principal Fund is primarily invested in traditional and synthetic
guaranteed investment contracts. Traditional contracts are typically
issued by insurance companies or banks and are essentially nonmarketable
deposits with the issuing entity. The issuer is contractually
obligated to repay the principal and stated interest. The repayment
of a traditional contract is the sole responsibility of the issuing
entity. In the case of a synthetic guaranteed investment contract,
the fund purchases high-quality debt obligations and enters into contractual
arrangements with third parties to provide a guarantee of book (contract) value
and specified interest. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract
value. Contract value represents contributions made to the fund, plus
earnings, less participant withdrawals.
In
accordance with Financial Accounting Standards Board Staff Position, FSP AAG
INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the
AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the “FSP”), the statements of net assets available for
benefits present an investment contract at fair value, as well as an additional
line item showing an adjustment of the fully benefit-responsive contract from
fair value to contract value. The statement of changes in net assets
available for benefits is presented on a contract value basis and is not
affected by the FSP. Fair value of the contract is calculated by
discounting the related cash flows based on current yields of similar
instruments with comparable durations.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Benefit Payments
– Benefit
payments to participants are recorded when paid. Amounts payable to
participants who elected to withdraw from the Plan but had not been paid were
$8,816 and $594,096 at December 31, 2008 and 2007,
respectively.
Administrative
Expenses – The
Plan pays all administrative expenses.
Plan Termination – The Company may terminate the Plan at any
time. Distribution upon termination or complete discontinuance of
contributions will be made in a manner selected by the
Trustee. Presently, the Company has no intention to terminate the
Plan. In the event that the Plan is terminated, participants would
become 100% vested in their accounts.
Recent Accounting
Pronouncements – In September 2006, the Financial Accounting Standards
Board issues SFAS No. 157, Fair Value Measurements
(“SFAS 157”). SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value
measurements. It also establishes a fair value hierarchy that
prioritizes information used in developing assumptions when pricing an asset or
liability. SFAS 157 was adopted on January 1, 2008.
The
following presents investments that represent five percent or more of the Plan’s
net assets as of December 31, 2008 and 2007. All investments are
participant directed.
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|
2008
|
|
|
2007
|
|
M&I
Stable Principal Fund*
|
|
$ |
42,460,496 |
|
|
$ |
35,176,804 |
|
|
|
|
|
|
|
|
|
|
Regal
Beloit Corporation Stock*
|
|
|
17,041,624 |
|
|
|
19,938,042 |
|
|
|
|
|
|
|
|
|
|
Dodge
& Cox Balanced Fund
|
|
|
15,970,483 |
|
|
|
21,510,040 |
|
|
|
|
|
|
|
|
|
|
Vanguard
Institutional Index Fund
|
|
|
8,918,671 |
|
|
|
14,856,824 |
|
|
|
|
|
|
|
|
|
|
Pimco
Total Return Fund
|
|
|
8,444,059 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
American
Growth Fund of America
|
|
|
7,856,615 |
|
|
|
13,686,459 |
|
|
|
|
|
|
|
|
|
|
Allianz
NFJ Dividend Value Fund
|
|
|
- |
|
|
|
8,685,564 |
|
|
|
|
|
|
|
|
|
|
*Represents
a party-in-interest
|
|
|
|
|
|
|
|
|
During
the year ended December 31, 2008 and 2007, the Plan’s investments (including
gains and losses in investments bought and sold, as well as held during the
year) (depreciated)/appreciated in value as follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Regal
Beloit Corporation Stock*
|
|
$ |
(2,382,930 |
) |
|
$ |
(2,912,507 |
) |
Mutual
Funds
|
|
|
(38,780,272 |
) |
|
|
4,023,438 |
|
|
|
$ |
(41,163,202 |
) |
|
$ |
1,110,931 |
|
*Represents
a party-in-interest.
|
|
|
|
|
|
|
|
|
At
December 31, 2007, interest income and dividends of $292,321 were included in
net (depreciation) appreciation of the Regal Beloit Corporation Unitized Stock
Fund.
4.
|
PLAN
INVESTMENT CLASSIFICATIONS
|
In
accordance with SFAS No. 157, the Plan classifies its investments into Level 1,
which refers to securities valued using quoted prices from active markets for
identical assets, Level 2, which refers to securities not traded on an active
market but for which observable market inputs are readily available, and Level
3, which refers to securities valued based on significant unobservable
inputs. As required by SFAS No. 157, at December 31, 2008, the Plan’s
portfolio investments were classified as follows based on fair
values:
|
|
Assets
Held Inside the Plan
Fair
Value Measurements at Reporting
Date
Using
|
|
|
|
12/31/2008
|
|
|
Quoted
Prices
in Active
Markets
for
Identical
Assets
(Level
1)
|
|
|
Significant
Other
Observable
Inputs
(Level
2)
|
|
|
Significant
Unobservable
Inputs
(Level
3)
|
|
Mutual
funds
|
|
$ |
70,742,983 |
|
|
$ |
70,742,983 |
|
|
$ |
- |
|
|
$ |
- |
|
Common
collective trust funds
|
|
|
42,460,496 |
|
|
|
- |
|
|
|
42,460,496 |
|
|
|
- |
|
Regal
Beloit Corporation Stock
|
|
|
17,041,624 |
|
|
|
17,041,624 |
|
|
|
- |
|
|
|
- |
|
Participant loans
|
|
|
3,663,302 |
|
|
|
- |
|
|
|
3,663,302 |
|
|
|
- |
|
Total
|
|
$ |
133,908,405 |
|
|
$ |
87,784,607 |
|
|
$ |
46,123,798 |
|
|
$ |
- |
|
5.
|
PARTICIPANT
ACCOUNTING
|
Participant
recordkeeping is performed by Marshall & Ilsley Trust Company
(“M&I”). For all investment programs other than the Regal Beloit
Corporation Unitized Stock Fund (the “Fund”), M&I maintains participant
balances on a share method. Participant investments in the Fund are
accounted for on a unit value method. The unit value for the Fund is
computed based on the share price, dividend information, and the value of the
Fund’s short term investments. At December 31, 2008 and 2007, the
Plan held 377,253 units and 369,832 units, respectively, of the
Fund. The Fund invests in shares of Regal Beloit Corporation common
stock and held 456,042 shares and 415,095 shares at December 31, 2008 and 2007,
respectively. In addition to Regal Beloit Corporation common stock,
the Fund also invests in the Marshall Money Market Fund. At December
31, 2007 the fair value of the Marshall Money Market Fund included in the Regal
Beloit Corporation Unitized Stock Fund was $1,406,655.
The Plan
uses a prototype plan document sponsored by the Trustee. The Trustee
received an opinion letter from the Internal Revenue Service (IRS), dated
November 27, 2001, which states that the prototype document satisfies the
applicable provisions of the IRC. The Plan received a favorable IRS
determination letter from the IRS on November 26, 2004. The Plan has
been amended since receiving the determination letter. However, the
Company and Plan’s management believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRC and the
Plan and related trust continue to be tax-exempt. Therefore, no
provision for income taxes has been included in the Plan’s financial
statements.
7.
|
EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
|
Certain
Plan investments are shares of mutual funds managed by Marshall & Ilsley
Trust Company, (M&I). M&I is the trustee of the Plan and,
therefore, these transactions qualify as exempt party-in-interest
transactions. Fees paid by the Plan for investment management and
recordkeeping service are included as a reduction of the return earned by each
fund. In addition, the Plan invests in securities of the
Company. These transactions are not considered prohibited
transactions by statutory exemption under ERISA regulations. On
December 28, 2007, Marshall & Ilsley Trust Company had deposited $239,783
into participants’ accounts for the pay period ending December 29,
2007. The money for this contribution was received from the Company
on January 4, 2008.
8.
|
RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM
5500
|
The
following table reconciles the Statements of Net Assets Available for Benefits
and the Statements of Changes in Net Assets available for Benefits to the Form
5500.
|
Year
Ended
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
Total
Net Assets Per Cash Basis Form 5500
|
$
|
137,949,108
|
|
$
|
160,913,154
|
|
Contributions
Receivable
|
|
-
|
|
|
960,570
|
|
Due
from Party-In-Interest
|
|
-
|
|
|
239,783
|
|
Adjustments
from fair value to contract value for fully
|
|
|
|
|
|
|
benefit-responsive
investment contracts
|
|
2,234,763
|
|
|
1,087,942
|
|
Defaulted
Loans
|
|
9,063
|
|
|
9,063
|
|
Due
to Party-In-Interest
|
|
-
|
|
|
(239,783
|
)
|
Accrued
Administrative Fees
|
|
(3,100
|
)
|
|
(3,100
|
)
|
|
|
|
|
|
|
|
Net
Assets Per Statement of Net Assets
|
|
|
|
|
|
|
Available
for Benefits
|
$
|
140,189,834
|
|
$
|
162,967,629
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
|
|
|
2008
|
|
|
|
|
Contributions
Per Modified Cash Basis Form 5500
|
$
|
15,229,697
|
|
|
|
|
|
|
|
|
|
|
|
Change
in Contributions Receivable
|
|
(960,570
|
)
|
|
|
|
|
|
|
|
|
|
|
Contributions
Per Statements of Changes in Net Assets
|
|
|
|
|
|
|
Available
for Benefits
|
$
|
14,269,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
|
|
|
2008
|
|
|
|
|
Net
(Decrease) / Increase Per Modified Cash Basis Form 5500
|
$
|
(34,655,094
|
)
|
|
|
|
|
|
|
|
|
|
|
Change
in Contributions Receivable
|
|
(960,570
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments
from fair value to contract value for fully
|
|
|
|
|
|
|
benefit-responsive
investment contracts
|
|
1,146,821
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) / Increase Per Statements of Changes in Net
|
|
|
|
|
|
|
Assets
Available for Benefits
|
$
|
(34,468,843
|
)
|
|
|
|
|
|
|
|
|
|
|
* * * * *
*
SUPPLEMENTAL
SCHEDULES
FURNISHED
PURSUANT TO
DEPARTMENT
OF LABOR’S RULES AND REGULATIONS
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
FORM
5500, SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF ASSETS
(HELD
AT END OF YEAR)
AS
OF DECEMBER 31, 2008
|
Identity
of Issue, Borrower,
Lessor, or Similar Party
|
Description of Investment
|
|
Fair Value
|
|
Marshall
Prime Money Market*
|
Money
Market
|
|
$ |
564,039 |
|
|
|
|
|
|
|
M&I
Stable Principal Fund*
|
Common
Collective Trust Fund
|
|
|
42,460,496 |
|
|
|
|
|
|
|
Regal
Beloit Corporation Stock*
|
Common
Stock
|
|
|
17,041,624 |
|
|
|
|
|
|
|
Dodge
& Cox Balanced Fund
|
Mutual
Fund
|
|
|
15,970,483 |
|
|
|
|
|
|
|
Vanguard
Institutional Index FD
|
Mutual
Fund
|
|
|
8,918,671 |
|
|
|
|
|
|
|
Pimco
Total Return Fund
|
Mutual
Fund
|
|
|
8,444,059 |
|
|
|
|
|
|
|
American
Growth Fund of America
|
Mutual
Fund
|
|
|
7,856,615 |
|
|
|
|
|
|
|
Allianz
NFJ Dividend Value Fund
|
Mutual
Fund
|
|
|
5,117,893 |
|
|
|
|
|
|
|
Baron
Asset FD Growth/Income FD
|
Mutual
Fund
|
|
|
4,661,681 |
|
|
|
|
|
|
|
Eagle
Mid Cap Stock Fund Cl A
|
Mutual
Fund
|
|
|
3,984,865 |
|
|
|
|
|
|
|
Dodge
& Cox International Stock FD
|
Mutual
Fund
|
|
|
3,964,170 |
|
|
|
|
|
|
|
Goldman
Sachs Mid Cap Value Fund
|
Mutual
Fund
|
|
|
3,831,990 |
|
|
|
|
|
|
|
Vanguard
Target Retirement 2015 FD
|
Mutual
Fund
|
|
|
2,081,109 |
|
|
|
|
|
|
|
Vanguard
Target Retirement 2025 FD
|
Mutual
Fund
|
|
|
1,736,164 |
|
|
|
|
|
|
|
Vanguard
Target Retirement 2005 FD
|
Mutual
Fund
|
|
|
1,269,791 |
|
|
|
|
|
|
|
Wells
Fargo Advantage Small Cap FD
|
Mutual
Fund
|
|
|
1,002,441 |
|
|
|
|
|
|
|
Artisan
FDS Inc.
|
Mutual
Fund
|
|
|
921,152 |
|
|
|
|
|
|
|
Vanguard
Target Retirement 2035 FD
|
Mutual
Fund
|
|
|
565,811 |
|
|
|
|
|
|
|
Vanguard
Target Retirement 2045 FD
|
Mutual
Fund
|
|
|
416,088 |
|
|
|
|
|
|
|
Loans
to Participants (Interest rates ranging
from
4.0% to 9.5%, maturing through 9/15/2018)*
|
Participant
Loans
|
|
|
3,663,302 |
|
|
|
|
|
|
|
TOTAL
ASSETS (HELD AT END OF YEAR)
|
|
$ |
134,472,444 |
|
|
|
|
|
|
*Represents
a party-in-interest.
|
|
|
|
|
REGAL
BELOIT CORPORATION
|
|
|
|
|
RETIREMENT
SAVINGS PLAN
|
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, QUESTION 4a—
|
|
|
DELINQUENT
PARTICIPANT CONTRIBUTIONS
|
|
|
FOR
THE YEAR ENDED DECEMBER 31, 2008
|
|
|
|
|
Question
4a "Did the employer fail to transmit to the plan any participant
contributions within the time period described in 29 CFR 2510.3-102," was
answered "yes."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of Party Involved
|
Relationship
to Plan, Employer, or Other Party-in-Interest
|
Description
of Transactions
|
|
Amount
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. The January 4, 2008
contribution was deposited on January 17, 2008.
|
$ 1,090
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. After the merger of
the Jakel, Inc. 401(k) Retirement Savings Plan, Regal Beloit Corporation
made a contribution into the Plan for employee withholdings and company
match that the former plan sponsor of the Jakel, Inc. 401(k) Retirement
Savings Plan withheld and failed to contribute to the
Plan. The withholdings and employer match from October, 2007
were deposited into the Regal Beloit Corporation Retirement Savings Plan
on February 5, 2008.
|
$ 6,963
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. The February 2,
2008 contribution was deposited on February 11, 2008.
|
$
167,436
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. The February 7,
2008 contribution was deposited on February 21, 2008.
|
$ 15,645
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. The May 3, 2008
contribution was deposited on May 12, 2008.
|
$
120,231
|
|
|
|
|
|
|
|
Regal
Beloit Corporation
|
|
Employer/Plan
Sponsor
|
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102. The June 6, 2008
contribution was deposited on June 18, 2008.
|
$ 16,853
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
|
June 26, 2009
|
REGAL
BELOIT CORPORATION
RETIREMENT SAVINGS
PLAN
|
|
|
|
|
|
|
By:
|
REGAL
BELOIT CORPORATION
RETIREMENT
SAVINGS PLAN
ADMINISTRATIVE
COMMITTEE
|
|
|
|
|
|
|
By:
|
/s/
David A. Barta
|
|
|
|
David
A. Barta
Vice
President, Chief Financial Officer and Committee
Member
|
EXHIBIT
INDEX
REGAL
BELOIT CORPORATION RETIREMENT SAVINGS PLAN
FORM
11-K
FOR THE YEAR ENDED DECEMBER
31, 2008
Exhibit No.
|
Description
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|