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United States securities and exchange commission logo





                                December 12, 2023

       Rob Rehard
       Executive Vice President and Chief Financial Officer
       REGAL REXNORD CORP
       111 West Michigan Street
       Milwaukee
       Wisconsin 53203

                                                        Re: REGAL REXNORD CORP
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            filed February 24,
2023
                                                            Form 8-K filed
September 8, 2023
                                                            Form 8-K filed
November 2, 2023
                                                            File No. 001-07283

       Dear Rob Rehard:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment(s).

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations
       Fiscal Year 2022 Compared to Fiscal Year 2021, page 41

   1.                                                   We note your disclosure
that for the Motion Control Solutions segment, gross profit for
                                                        fiscal 2022 increased
$488.4 million or 117.0% primarily due to the acquisitions of the
                                                        Rexnord PMC and
Arrowhead businesses, higher sales volume and lower overhead cost
                                                        driven by cost
reduction initiatives partially offset by higher restructuring expense. When
                                                        there is a significant
change in gross profit, please revise future filings to quantify material
                                                        factors contributing to
the change in gross profit, especially when you have more than one
                                                        factor contributing to
the change, and/or there is an offsetting effect. See guidance in Item
                                                        303(b) of Regulation
S-K.
 Rob Rehard
FirstName LastNameRob   Rehard
REGAL REXNORD       CORP
Comapany12,
December  NameREGAL
              2023       REXNORD CORP
December
Page 2    12, 2023 Page 2
FirstName LastName
Notes to the Financial Statements
Note 6. Segment Information, page 79

2.       Please tell us what consideration you gave to presenting product
revenue disclosures as
         required by ASC 280-10-50-40. Additionally, refer to the guidance in
ASC 606-10-55-5
         and examples in ASC 606-10-55-89 through 55-91 and explain to us the
consideration you
         gave to presenting disaggregated revenue, such as by end market or
major product
         category.
Form 8-K furnished September 8, 2023

Exhibit 99.1, page 1

3.       We note that your Form 8-K includes pro forma information on a segment
and
         consolidated basis for periods such as the three months ended December
31, 2022,
         September 30, 2022, June 30, 2022 and March 31, 2022. Please explain
to us if these
         amounts are calculated in a manner consistent with the pro forma
requirements in Article
         11 of Regulation S-X. If not, disclosure of such amounts would not be
appropriate as a
         Non-GAAP measure. See guidance in Question 100.05 of the SEC Staff   s
Compliance
         and Disclosure Interpretations.
Form 8-K furnished November 2, 2023

Exhibit 99.1 Earnings Release, page 12

4.       We note that in the Debt to EBITDA reconciliation you begin the
reconciliation with
         proforma net loss which appears to include Altra results. Please
explain to us how you
         calculated or determined the amount for proforma net loss, including
whether the amount
         is consistent with the pro forma requirements in Article 11 of
Regulation S-X. As part of
         your response, please tell us the nature and amount of the adjustments
made to calculate
         or determine the measure. Also, in regards to your Normalized Adjusted
EBITDA
         amount, the adjustment for expected synergies does not appear to be an
appropriate Non-
         GAAP adjustment. Please explain to us why you believe the amount meets
the guidance
         in Item 10(e) of Regulation S-K, or alternatively remove this Non GAAP
measure from
         your disclosure.
5.       We note that in the Free Cash Flow reconciliation on page 13, you have
included an
         adjustment for payments of certain acquisition costs. In light of the
fact that the
         adjustment for acquisition costs is not considered in the typical
definition of Free Cash
         Flow, please revise the title of your measure in future filings to
Adjusted Free Cash Flow
         or something similar. See Question 102.07 of the SEC Staff   s
Compliance and Disclosure
         Interpretations on Non-GAAP Financial Measures.
6.       We note that on the last page of the earnings release, you disclose a
Pro Forma Net
         Income to Adjusted EBITDA reconciliation for the three months ended
September 30,
         2022. Please explain to us how you calculated or determined the pro
forma net income
 Rob Rehard
REGAL REXNORD CORP
December 12, 2023
Page 3
         amount including whether this amount is is consistent with the pro
forma requirements
         in Article 11 of Regulation S-X. See also Question 100.05 of the SEC
Staff   s Compliance
         and Disclosure Interpretations on Non-GAAP Financial Measures.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Len Jui at 202-551-6693 or Claire Erlanger at
202-551-3301 with any
questions.



FirstName LastNameRob Rehard                                Sincerely,
Comapany NameREGAL REXNORD CORP
                                                            Division of
Corporation Finance
December 12, 2023 Page 3                                    Office of
Manufacturing
FirstName LastName
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