RBC 10-K
RBC Bearings INC (RBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
for
the fiscal year ended
for the transition period from __________to _________
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Accelerated filer ☐ | Non-accelerated filer ☐ | ||||
| Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
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securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant on September 27, 2025 (based on
the September 26, 2025 closing sales price of $384.82 of the registrant’s Common Stock, as reported by the New York Stock Exchange)
was approximately $
As
of May 8, 2026, RBC Bearings Incorporated had
Documents Incorporated by Reference:
Portions of the registrant’s proxy statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s Annual Meeting of Stockholders to be held on or about September 3, 2026, are incorporated by reference into Part III of this Form 10-K.
| Auditor Firm ID: | Auditor Name: | Auditor Location: |
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
RBC Bearings Incorporated
RBC Bearings Incorporated, together with its subsidiaries, is an international manufacturer and marketer of highly engineered precision bearings, components and essential systems for the Industrial and Aerospace & Defense markets. Our precision solutions are integral to the manufacture and operation of most machines and mechanical systems, to reduce wear to moving parts, facilitate proper power transmission, reduce damage and energy loss caused by friction, and control pressure and flow. The terms “we,” “us,” “our,” “RBC” and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning. While we manufacture products in all major categories, we focus primarily on the higher end of the bearing, gearing and engineered component markets where we believe our value-added engineering and manufacturing capabilities, and application expertise enable us to differentiate ourselves from our competitors and enhance profitability. We believe our expertise has enabled us to garner leading positions in many of the product markets in which we primarily compete. With 65 facilities in 11 countries, of which 44 are manufacturing facilities, we have been able to significantly broaden our end markets, products, customer base and geographic reach.
All quantitative data contained in this Annual Report on Form 10-K (the “Annual Report”) is stated in millions, except for share and per-share data, number of facilities, headcount, or where otherwise noted.
The Bearing, Gearing and Engineered Component Industry
The bearing, gearing and engineered component industry is a fragmented multi-billion-dollar market. Purchasers of bearings, gearing and engineered components include producers of commercial and military aircraft, submarines, military vehicles, energy equipment, warehousing and logistics systems, industrial equipment, automation systems, construction machinery, rail and transportation equipment, packaging and canning machinery, agriculture and mining equipment, and other forms of specialized equipment, as well as distributors who service the aftermarket for these products.
Demand for bearings, gearing and precision components in the diversified industrial market is influenced by growth factors in industrial machinery and equipment shipments, and construction, mining, energy, food and beverage, packaging and canning, semiconductor, and general industrial activity. In addition, usage of existing machinery will impact aftermarket demand for replacement products. In the commercial aerospace market, new aircraft build rates along with carrier traffic volumes worldwide determine demand for our solutions. Activity in the defense market is influenced by modernization programs necessitating spending on new equipment, as well as continued utilization of deployed equipment supporting aftermarket demand for replacement bearings, gearing and engineered components.
Customers and Markets
We serve a broad range of end markets where we can add value with our specialty precision bearings, essential systems and engineered components. We classify our customers into two principal categories: Industrial and Aerospace & Defense. These segments utilize a large number of both commercial and specialized bearings, gearings and engineered components. Although we provide a relatively small percentage of total bearings, gearings and engineered components supplied to each of our principal markets, we believe we have leading market positions in many of the specialized product markets in which we primarily compete. Financial information regarding geographic areas is set forth in Part II, Item 8, Note 19 of this Annual Report on Form 10-K.
Industrial Market (58% of net sales for the fiscal year ended March 28, 2026)
We manufacture bearings, gearing and engineered components for a wide range of diversified industrial markets, including multi-industry manufacturing, construction, metals and mining, aggregate and cement, food and beverage, oil and natural resource extraction, forest products, warehousing and logistics, grain, transportation, packaging and canning, semiconductor equipment, power generation, waste and water management, and other general industrial markets. Our products target market applications in which our engineering and manufacturing capabilities provide us with a competitive advantage in the marketplace.
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Our largest industrial customers include Caterpillar, Komatsu and Halliburton and various aftermarket distributors including Motion Industries, Applied Industrial, Baldwin Supply, BDI and Purvis Industries. We believe that the diversification of our sales among the various segments of the industrial markets and channels reduces our exposure to downturns in any individual segment. We believe opportunities exist for growth and margin improvement in this market as a result of the introduction of new products, the expansion of aftermarket sales, and continued manufacturing process improvements.
Aerospace & Defense Market (42% of net sales for the fiscal year ended March 28, 2026)
We supply bearings and engineered components for use in commercial, private, and military aircraft and aircraft engines, guided weaponry, space and satellites, vision and optical systems, and military marine and ground applications.
We supply precision products for many of the commercial aircraft currently operating worldwide and are the primary bearing supplier for many of the aircraft OEMs’ product lines. Commercial aerospace customers generally require precision products, often constructed of special materials and made to unique designs and specifications. Many of our aerospace bearings and engineered component products are designed and certified during the original development of the aircraft being served, which often makes us the primary bearing supplier for the life of that aircraft.
We manufacture bearings and engineered components used by the U.S. Department of Defense (the “DOD”) and certain foreign governments for use in fighter jets, helicopters, naval vessels, gas turbine engines, armored vehicles, transport vehicles, guided weaponry, and space and satellite applications. We manufacture an extensive line of standard products that conform to many domestic military application requirements, as well as customized products designed for unique applications. Our bearings and engineered components are manufactured to conform to U.S. military specifications and are typically custom designed during the original product design phase, which often makes us the sole or primary supplier for the life of that product. Product approval for use on military equipment is often a lengthy process ranging from six months to six years.
Our largest Aerospace & Defense customers include the DOD, Boeing, Airbus, Newport News Shipbuilding, Lockheed Martin, Northrop Grumman, Raytheon, Blue Origin and SpaceX and various aftermarket distributors including National Precision Bearing. We believe our strong relationships with OEMs help drive our aftermarket sales since a portion of OEM sales are ultimately intended for use as replacement parts. We believe that growth and margin expansion in this market will be driven primarily by expanding our international presence, new commercial aircraft introductions, new products, share gains, and the refurbishment and maintenance of existing commercial and military aircraft.
In fiscal 2026, approximately 1% of our net sales were made directly, and we estimate that approximately an additional 7% of our net sales were made indirectly, to the U.S. government. The contracts or subcontracts for these sales may be subject to renegotiation of profit or termination at the election of the U.S. government. Based on experience, we believe that no material renegotiations or refunds will be required. See Part I, Item 1A. “Risk Factors – Future reductions or changes in U.S. government spending could negatively affect our business” of this Annual Report on Form 10-K.
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Our two reportable business segments are aligned with the end markets for our products. Operating results for the segments are evaluated regularly by our chief operating decision maker in determining resource allocation and assessing performance. The following table provides a summary of our two reportable business segments:
| Net Sales and Percent of Sales for the Fiscal Year Ended | ||||||||||||||
| Segment | March
28, 2026 | March
29, 2025 | March
30, 2024 | Representative Applications | ||||||||||
| Industrial | $ | 1,082.9 | $ | 1,043.5 | $ | 1,040.9 |
| ● Heavy machinery and other capital goods manufacturing | ||||||
| 58 | % | 64 | % | 67 | % |
● Mining, energy, aggregates, construction, and material handling ● Food and beverage, grain and agricultural product handling ● Chemicals, oil and gas ● Warehousing and logistics ● Manufacturing automation and semiconductor equipment ● Power generation, waste and water management ● Rail and transportation | ||||||||
Aerospace & Defense | $ | 788.0 42 |
% | $ | 592.8 36 |
% | $ | 519.4 33 |
% | ● Airframe flight control and actuation ● Aircraft engines | ||||
|
● Helicopter rotary systems ● Landing gear ● Missiles and guided munitions ● Optical and targeting systems ● Hydraulics and valves ● Space and satellite applications | ||||||||||||||
Products
Bearings, gearing and engineered components are employed to perform several functions including reduction of friction, transfer of motion, carriage of loads, and control of pressure and flows. We design, manufacture and market a broad portfolio of bearings, gearing and engineered components.
Plain Bearings. Plain bearings are primarily used to rectify inevitable misalignments in various mechanical components, such as aircraft controls, helicopter rotors, or heavy mining and construction equipment. Such misalignments are either due to machining inaccuracies or result when components change position relative to each other. Plain bearings are produced with either self-lubricating or metal-to-metal designs and consist of several sub-classes, including rod end bearings, spherical plain bearings and journal bearings.
Roller Bearings. Roller bearings are anti-friction products that utilize cylindrical rolling elements. We produce three main designs: tapered roller bearings, needle roller bearings and needle bearing track rollers, and cam followers. We offer several needle roller bearing designs that are used in both industrial applications and certain U.S. military aircraft platforms where there are high loads and the design is constrained by space considerations. A significant portion of our sales of needle roller bearings is to the aftermarket rather than to OEMs. Needle bearing track rollers and cam followers have wide and diversified use in the industrial market and are often prescribed as a primary component in articulated aircraft wings.
Ball Bearings. Ball bearings are devices that utilize high precision ball elements to reduce friction in high-speed applications. We specialize in four main types of ball bearings: high precision aerospace, airframe control, thin section, and industrial ball bearings. High precision aerospace bearings are primarily sold to customers in the defense industry that require more technically sophisticated bearing products providing a high degree of fault tolerance given the criticality of the applications in which they are used. Airframe control ball bearings are precision ball bearings that are plated to resist corrosion and are qualified under a military specification. Thin section ball bearings are specialized bearings that use extremely thin cross sections and give specialized machinery manufacturers many advantages. We produce a general line of industrial ball bearings sold primarily to the aftermarket.
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Mounted Bearings. Mounted bearings are fully assembled bearings with a wide range of shaft attachment methods, rolling elements, housing materials and configurations offering a variety of sealing solutions. Mounted bearing products include mounted ball bearings, mounted roller bearings and mounted plain bearings, and are used in light to heavy loads, and in clean, corrosive or harsh environments. Mounted roller bearings are pre-machined to allow field installation of the Dodge bearing sensor, adding remote monitoring capability in difficult to access applications and unsafe environments. Applications include unit and bulk material handling, industrial air handling, large rotor fans, food processing, roll-out tables, and forest pulp and paper processing equipment.
Enclosed Gearing. We provide a broad range of enclosed gearing product lines including Quantis Gearmotor (helical style gearing with modular configurations and a variety of mounting methods), Torque Arm (shaft-mount gearing with helical style gearing and v-belt input for first stage reduction), Tigear (single reduction, right angle gear reducers with worm style gearing), MagnaGear & Maxum (parallel reducers with helical and planetary style gearing) and Controlled Start Transmission (planetary style gearing with hydraulic clutch package used for soft starting large conveyors). Applications include unit and bulk handling, food processing, roll-out tables, and forest pulp and paper processing equipment.
Motion Control Components. Power transmission components are of three types: mechanical drive components (offering V belt sheaves, synchronous sprockets, bushings and belts) used to change rotational speed between two pieces of equipment; couplings used to transmit torque between two rotating pieces of equipment, such as a motor and a gearbox; and conveyor components, which transfer torque from the mechanical drive equipment to the conveyor belt in bulk material handling applications. Applications include unit and bulk material handling, industrial air handling, large rotor fans, food processing, roll-out tables, and forest pulp and paper processing equipment. We also provide actuation components to customers within our commercial aerospace and space markets.
Engineered Components. Engineered components include highly engineered hydraulics and valves, fasteners, precision mechanical components and machine tool collets. Engineered hydraulics and valves are used in aircraft and submarine applications and Aerospace & Defense aftermarket services. Precision mechanical components are used in all general industrial applications where some form of movement is required. Machine tool collets are cone-shaped metal sleeves used for holding circular or rod-like pieces in a lathe or other machine that provide effective part holding and accurate part location during machining operations.
Product Design and Development
We produce specialized bearings and engineered components that are often tailored to the specifications of a customer or application. Our sales professionals are highly experienced engineers who collaborate with our customers to develop bearing and engineered component solutions. The product development cycle can follow many paths, which are dependent on the end market or sales channel. The process normally takes between three and six years from concept to sale depending upon the application and the market. A typical process for a major OEM project begins when our design engineers meet with the customer at the machine design conceptualization stage and work with them through the conclusion of the product development.
Often, at the early stage, a bearing or engineered component design is produced that addresses the expected demands of the application including load, stress, heat, thermal gradients, vibration, lubricant supply, pressure and flows, and corrosion resistance, with one or two of these environmental constraints being predominant in the design consideration. A bearing or engineered component design must perform reliably for the period of time required by the customer’s product objectives.
Once a bearing or engineered component is designed, a mathematical simulation is created to replicate the expected application environment and thereby allow optimization with respect to these design variables. Upon conclusion of the design and simulation phase, samples are produced and laboratory testing commences at one of our test laboratories. The purpose of this testing phase is not only to verify the design and the simulation model but also to allow further design improvement where needed. The last phase is field testing by the customer, after which the product is ready for sale.
For many of our Aerospace & Defense products, the culmination of this lengthy process is the receipt of a product approval or certification, generally obtained from either the OEM, the DOD or the Federal Aviation Administration (“FAA”), which allows us to supply the product to the OEM customer and to the aftermarket. We currently have a significant number of such approvals, which often gives us a competitive advantage, and in many of these instances we are the only approved supplier of a given bearing or engineered component.
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Manufacturing and Operations
Our manufacturing strategies are focused on product reliability, quality, safety and service. Custom and standard products are produced according to manufacturing schedules that ensure maximum availability of popular items for immediate sale while carefully considering the economies of lot production and special products. Capital programs and manufacturing methods development are focused on quality improvement, production costs, safety and service. Ongoing review of product line production performance assurance an environment of continue attainment of profitability and quality goals.
Capacity. Our plants currently run on a full first shift with second and third shifts at select locations to meet the demands of our customers. We believe that current capacity levels and future annual estimated capital expenditures on equipment up to approximately 3.5% to 4.0% of net sales should permit us to effectively meet demand levels for the foreseeable future.
Inventory Management. We operate an inventory management program designed to balance customer delivery requirements with economically optimal inventory levels. In this program, each product is categorized based on characteristics including order frequency, number of customers and sales volume. Using this classification system, our primary goal is to maintain a sufficient supply of standard items while minimizing costs. In addition, production cost savings are achieved by optimizing plant scheduling around inventory levels and customer delivery requirements. This leads to more efficient utilization of manufacturing facilities and minimizes plant production changes while maintaining sufficient inventories to service customer needs.
Sales, Marketing and Distribution
Our marketing strategy is aimed at increasing sales within our two primary markets, targeting specific applications in which we can exploit our competitive strengths. To affect this strategy, we seek to expand into geographic areas not previously served by us and we continue to capitalize on new markets and industries for existing and new products. We employ a technically proficient sales force and utilize marketing managers, product managers, customer service representatives and product application engineers in our selling efforts.
We have developed our sales force through the hiring of sales personnel with prior industry experience, complemented by an in-house training program. We intend to continue to hire and develop expert sales professionals and strategically locate them to implement our expansion strategy. Today, our direct sales force is located to service North America, Europe, Asia, Australia and Latin America and is responsible for selling all of our products. This selling model leverages our relationship with key customers and provides opportunities to market multiple product lines to both established and potential customers. We also sell our products through a well-established, global network of Industrial and Aerospace distributors. This channel primarily provides our products to smaller OEM customers, aftermarket customers and the end users of bearings and engineered components that require local inventory and service. We intend to continue to focus on building distributor sales volume.
The Company has a joint venture in North America focused on joint warehouse and transportation logistics and e-business services. The e-business service focuses on information and business services for authorized distributors in the Industrial segment.
The sale of our products is supported by a well-trained and experienced customer service organization, which provides customers with instant access to key information regarding their purchases. We also provide customers with updated information through our website, and we have developed on-line integration with specific customers, enabling more efficient ordering and timely order fulfillment for those customers.
We store product inventory in warehouses located in the Midwest, Southwest and on the East and West coasts of the U.S. as well as in Australia, Canada, England, France, India, Mexico, the People’s Republic of China, Switzerland and Germany. The inventory is located in these locations based on analysis of customer demand to provide superior service and product availability.
Competition
Our principal competitors include SKF, New Hampshire Ball Bearings, Regal Rexnord, NORD and Timken, although we compete with different companies for each of our product lines. We believe that for the majority of our products, the principal competitive factors affecting our business are product qualifications, product line breadth, service, quality and price. Although some of our current and potential competitors may have greater financial, marketing, personnel and other resources than us, we believe that we are well-positioned to compete with regard to each of these factors in each of the markets in which we operate.
Product Qualifications. Many of the products we produce are qualified for the application by the OEM, the DOD, the FAA, the user or a combination of these. These credentials have been achieved for thousands of distinct items after years of design, testing and improvement. Applicable Dodge products are compliant as required with related communications, safety, and Ex certifications for use in North America, Mexico, the EU, as well as other select international locations. Several of our products are protected by patents, and we believe that in many cases we have strong brand identity or we are the sole source for products for a particular application.
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Product Line Breadth. Our products encompass a broad range of designs which often create a critical mass of complementary bearings, essential systems and engineered components for our markets. This position provides many of our Industrial and Aerospace customers with a single manufacturer to provide the engineering service and product breadth needed to achieve a series of OEM design objectives and/or aftermarket requirements. This enhances our value to the OEM considerably while strengthening our overall market position.
Service. Product design, performance, reliability, availability, quality, and technical and administrative support are elements that define the service standard for this business. Our customers are sophisticated and demanding, as our products are fundamental and enabling components to the manufacturing or operation of their machinery. We maintain inventory levels of our most popular items for immediate sale and service. Our customers have high expectations regarding product availability and quality, and the primary emphasis of our service efforts is to provide the widest possible range of available products delivered on a timely basis.
Price. We believe our products are priced competitively in the markets we serve and we continually evaluate our manufacturing and other operations to maximize efficiencies in order to maintain competitive prices. We invest considerable effort to develop our price-to-value algorithms and we price to market levels where required by competitive pressures.
Suppliers and Raw Materials
We obtain raw materials, component parts and supplies from a variety of sources and generally from more than one supplier. Our principal raw materials are steel and cast iron. Our suppliers and sources of raw materials are based in the U.S., Europe and Asia. We purchase steel at market prices, which fluctuate as a result of supply and demand driven by economic conditions in the marketplace, and we currently pay import tariffs on our raw materials sourced outside the U.S. For further discussion of the possible effects of import tariffs and changes in the cost of raw materials on our business, see Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K.
Backlog
Our backlog as of March 28, 2026 was $2.3 billion compared to $0.9 billion as of March 29, 2025. Our backlog as of March 28, 2026 included $0.6 billion of VACCO backlog and $1.1 billion of marine related backlog. Many of our orders are fulfilled immediately after the order has been placed by the customer and would not be seen in our backlog at the end of a reporting period. Orders included in our backlog are subject to cancellation, delay or modifications by our customers prior to fulfillment as governed by our terms of sale. We sell many of our products pursuant to contractual agreements, single-source relationships or long-term purchase orders, each of which may permit early termination by the customer. However, we believe that the unique nature of many of our products prevents other suppliers from being able to satisfy customer orders on a timely or cost-effective basis, thereby making it impracticable for our customers to shift their purchase of these products to other suppliers.
Human Capital
RBC employs 5,816 people worldwide. Of these, 4,187 are employed at our 44 U.S. facilities and 1,629 are employed at our 21 international facilities located in Australia, Canada, England, France, Germany, India, Mexico, the People’s Republic of China, Poland and Switzerland. The majority of our personnel are RBC employees rather than independent contractors, temporaries or third-party-labor-provider personnel.
Our human capital objective is to attract and retain high-performing people who can work in a culture that fosters innovation and continuous improvement. To achieve that objective, we maintain an aggressive talent recruitment program, a fair and competitive compensation program, an on-going training and development program, and an ethical and safe work environment.
Talent Recruitment. Critical to our success is that we have a deep and talented pool of engineers who oversee the production of our current products to the highest standards, work directly with customers on applications, and direct the research and development for new products. To maintain that talent pool, we actively recruit engineers from over 40 colleges and universities around the U.S. In addition, we have developed deep collaborative relationships with a select group of schools, including internship and trainee programs with several of these schools.
Compensation. We offer fair and competitive compensation to our employees. Our employee benefits package includes medical, dental and vision coverage, life insurance, supplemental disability coverage, and 401(k) and supplemental employee retirement plans. In addition, participation in our long-term equity incentive plan goes very deep in our organization, providing employees with equity compensation/awards that they might not receive if they worked for one of our competitors.
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Training. An important part of achieving our human capital objective is our in-house training programs – RBC University, Materials University, Mechanical Engineering Training and the Customer, Application, Product Training (CAPT) Program. These programs provide our employees with a uniform foundation regarding how we do business, expand their subject matter expertise, and develop the various leadership positions across our organization, including plant management and general management. We also offer a tuition reimbursement program for many employees wishing to further their classroom education in their chosen field.
Ethics. We expect our personnel to conduct the business of RBC in a legal and ethical manner. To ensure that they do that, our people are required to comply at all times with our corporate Code of Conduct, which among other things requires them to:
| ● | deal fairly with their coworkers and RBC’s customers, suppliers and competitors, | |
| ● | comply with all applicable laws, | |
| ● | protect RBC’s proprietary information and other assets, and | |
| ● | avoid conflicts of interest with RBC. |
Workplace Safety. Safety is of paramount importance to RBC and so we go to great lengths in striving for a zero-incident workplace that is consistent with our mandate to produce the highest quality, highly engineered components for our customers. Our general managers and operations managers are charged with creating and maintaining the highest standards of safety for employees, visitors and the local community through the use of industry best practices at their facilities. Monthly, each of our facilities reports to senior leadership on key safety metrics and we maintain a proactive approach in assessing and mitigating risk through root cause analysis, communication, training and teamwork.
Intellectual Property
We own U.S. and foreign patents and trademark registrations and U.S. copyright registrations and have U.S. trademark and patent applications pending. We file patent applications and maintain patents to protect certain technology, inventions and improvements that are important to the development of our business, and we file trademark applications and maintain trademark registrations to protect product names that have achieved brand-name recognition among our customers. We also rely upon trade secrets, know-how and continuing technological innovation to develop and maintain our competitive position. Many of our brands are well recognized by our customers and are considered valuable assets of our business. We do not believe, however, that any individual item of intellectual property is material to our business.
Regulation
Product Approvals. Essential to servicing the Aerospace & Defense markets is the ability to obtain product approvals. We have a substantial number of product approvals in the form of OEM approvals or Parts Manufacturer Approvals, or “PMAs,” from the FAA. We also have a number of active PMA applications in process. These approvals enable us to provide products used in virtually all domestic aircraft platforms presently in production or operation.
We are subject to various other federal laws, regulations and standards. New laws, regulations or standards or changes to existing laws, regulations or standards could subject us to significant additional costs of compliance or liabilities and could result in material reductions to our results of operations, cash flow or revenues.
Environmental Matters
We are subject to federal, state and local environmental laws and regulations, including those governing discharges of pollutants into the air and water, the storage, handling and disposal of wastes and the health and safety of employees. We also may be liable under the Comprehensive Environmental Response, Compensation, and Liability Act or similar state laws for the costs of investigation and clean-up of contamination at facilities currently or formerly owned or operated by us, or at other facilities at which we have disposed of hazardous substances. In connection with such contamination, we may also be liable for natural resource damages, U.S. government penalties and claims by third parties for personal injury and property damage. Agencies responsible for enforcing these laws have authority to impose significant civil or criminal penalties for non-compliance. We believe we are currently in material compliance with all applicable requirements of environmental laws. We do not anticipate material capital expenditures for environmental compliance in fiscal 2027.
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Available Information
We file our annual, quarterly and current reports, proxy statements, and other documents with the Securities Exchange Commission (“SEC”) under the Securities Exchange Act of 1934. The public may read and copy any materials filed with the SEC at the SEC’s Office of Investor Education and Advocacy at 100F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Office of Investor Education and Advocacy by calling the SEC at 1–800–732–0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The public can obtain any documents that are filed by us at http://www.sec.gov.
In addition, this Annual Report on Form 10-K and our other periodic filings with the SEC (including our quarterly reports on Form 10-Q and current reports on Form 8-K), any amendments to any of the foregoing, and our governance documents are made available free of charge on our website (https://investor.rbcbearings.com) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Copies of the above reports and documents will also be provided free of charge upon written request to us.
ITEM 1A. RISK FACTORS
Cautionary Statement as to Forward-Looking Information
This report includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: projections of earnings, cash flows, revenue or other financial items; statements of the plans, strategies and objectives of management for future operations; statements concerning proposed new services or developments; statements regarding future economic conditions or performance or future growth rates in the markets we serve; statements regarding future raw material costs or supply; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate” or other comparable terminology, or the negative of such terms.
Although we believe that the expectations and assumptions reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition, results of operations, and cash flows, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Annual Report on Form 10-K. Factors that could cause our actual results, performance and achievements or industry results to differ from estimates or projections contained in our forward-looking statements include, among others, the following:
| ● | The Company’s failure to maintain effective disclosure controls and procedures and internal control over financial reporting; |
| ● | Competition in the bearings, engineered components and essential systems industries; |
| ● | The loss of one or more of our significant customers or conditions that adversely affect the business of any of our significant customers; |
| ● | Weaknesses or cyclicality in any of the industries in which our customers operate; |
| ● | Future reductions in U.S. governmental spending or changes in governmental programs, particularly military equipment procurement programs; |
| ● | Supply and costs of raw materials (particularly steel) and energy resources, the imposition or increase of import tariffs, and our ability to pass through these costs on a timely basis; |
| ● | Changes in trade agreements or treaties and the imposition or increase of tariffs on our goods exported to other countries; |
| ● | Our ability to obtain and retain product approvals; |
| ● | Risks associated with utilizing information technology systems, including cyber events; |
| ● | Work stoppages and other labor problems affecting us or our customers or suppliers; |
| ● | Unexpected equipment failures or catastrophic events; |
| ● | Our ability to acquire and integrate complementary businesses; |
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| ● | Unanticipated liabilities of acquired businesses; |
| ● | Risks associated with the substantial amount of goodwill that we have; |
| ● | Our ability to attract and retain our management team and other highly skilled personnel; |
| ● | Risks associated with operating internationally, including currency translation risks; |
| ● | Possible liability and recalls with respect to our products; |
| ● | Developments or disputes concerning patents or other proprietary rights; |
| ● | The cancellation of orders in our backlog; |
| ● | Risks associated with the substantial amount of debt we incurred to finance the Dodge acquisition; and |
| ● | Other risks and uncertainties including but not limited to those described from time to time in our current and quarterly reports filed with the SEC. |
These and additional factors that could cause actual results to differ from our forward-looking statements are set forth in this Annual Report on Form 10-K under Part I, Item 1. “Business,” Part I, Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 8. “Financial Statements and Supplementary Data.” All forward-looking statements contained in this report and any subsequently filed reports are expressly qualified in their entirety by these cautionary statements.
We have no duty to update any forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations. You are advised, however, to review any disclosures we make on related subjects in our future periodic filings with the SEC.
Risk Factors Relating to Our Company
Our business, operating results, cash flows or financial condition could be materially adversely affected by any of the following risks. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment. You should carefully consider these risks before investing in shares of our common stock.
The Company’s failure to maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of our common stock.
A material weakness in a company’s internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of that company’s annual or interim financial statements will not be prevented or detected on a timely basis.
If the Company is unable to maintain effective internal control over financial reporting in the future, our ability to record, process and report financial information timely and accurately could be adversely affected, which could subject the Company to litigation or investigations, require management resources, increase costs, negatively affect investor confidence and adversely impact our stock price.
The bearings, engineered components and essential systems industries are highly competitive, and competition could reduce our profitability or limit our ability to grow.
The global bearings, engineered components and essential systems industries are highly competitive, and we compete with many U.S. and non-U.S. companies, some of which benefit from lower labor costs and fewer regulatory burdens than us. We compete primarily based on product qualifications, product line breadth, service and price. Certain competitors may be better able to manage costs than us or may have greater financial resources than we have. Due to the competitiveness in the bearings, engineered components and essential systems industries we may not be able to increase prices for our products to cover increases in our costs, and we may face pressure to reduce prices, which could materially reduce our revenues, cash flows and profitability. Competitive factors, including changes in market penetration, increased price competition and the introduction of new products and technology by existing and new competitors, could result in a material reduction in our revenues, cash flows and profitability.
9
The loss of a major customer, or a material adverse change in a major customer’s business, could result in a material reduction in our revenues, cash flows and profitability.
Our top ten customers collectively accounted for approximately 35%, 44% and 44% of our net sales during fiscal 2026, 2025 and 2024, respectively. Accordingly, the loss of one or more of those customers or a substantial decrease in those customers’ purchases from us could result in a material reduction in our revenues, cash flows and profitability. If one of our major customers were to experience an adverse change in its business, that customer could reduce its purchases from us.
The consolidation and combination of manufacturers could eliminate customers and/or put downward pricing pressures on sales of component parts. In addition, if one of our customers is acquired or merged with another entity, the new entity may discontinue using us as a supplier because of an existing business relationship between one of our competitors and the acquiring company, or because it may be more efficient to consolidate certain suppliers within the newly formed enterprise. The significance of the impact that such consolidations could have on our business is difficult to predict because we do not know when or if one or more of our customers will engage in merger or acquisition activity. However, if such activity involved our material customers it could materially impact our revenues, cash flows and profitability.
Weakness in any of the industries in which our customers operate, as well as the cyclical nature of our customers’ businesses generally, could materially reduce our revenues, cash flows and profitability.
The mining and construction equipment and other diversified industrial markets to which we sell products are, to varying degrees, cyclical and tend to decline in response to overall declines in industrial production. Margins in those industries are highly sensitive to demand cycles, and our customers (or our customers’ customers) in those industries historically have tended to delay large capital purchases and projects, including expensive maintenance and upgrades, during economic downturns. As a result, our business is also cyclical, and the demand for our products by these customers depends, in part, on overall levels of industrial production, general economic conditions, and business confidence levels. Many of our customers have historically experienced periodic downturns, which often have had a negative effect on demand for our products. Future downward economic cycles or customer downturns could reduce sales of our products resulting in reductions in our revenues, cash flows and profitability.
Future reductions or changes in U.S. government spending could negatively affect our business.
In fiscal 2026, approximately 1% of our net sales were made directly, and we estimate that approximately an additional 7% of our net sales were made indirectly, to the U.S. government to support military or other government projects. Our failure (or the failure of our customers that are prime contractors to the government) to obtain new government contracts, the cancellation of government contracts relating to our products, or reductions in federal budget appropriations for programs in which our products are used could materially reduce our revenues, cash flows and profitability. A reduction in federal budget appropriations relating to our products could result from a shift in government defense spending to other programs in which we are not involved or a reduction in U.S. government defense spending generally (due to budget reduction initiatives or a shift in government spending priorities).
Fluctuating supply and costs of subcomponents, raw materials and energy resources could materially reduce our revenues, cash flows and profitability.
Our business is dependent on the availability and costs of subcomponents, raw materials, particularly steel (generally in the form of stainless and chrome steel, which are commodity steel products), and energy resources. The availability and prices of subcomponents, raw materials and energy resources may be subject to change due to, among other things, new laws or regulations, economic inflation, suppliers’ allocations to other purchasers, interruptions in production or deliveries by suppliers and changes in exchange rates and supplier costs and profit expectations. Although we currently maintain alternative supply sources, our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain subcomponents or raw materials. Disruptions in the supply of subcomponents, raw materials or energy resources could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices in order to obtain these items from other sources, which could thereby affect our net sales and profitability.
Where our customer contracts permit us to do so, we seek to pass through a significant portion of our additional costs to our customers through steel surcharges or price increases. However, many of our contracts are fixed-price contracts under which we are not able to pass these additional costs on to our customers. Even where we are able to pass these steel surcharges or price increases to our customers, there may be a lag of several months between the time we experience a cost increase and the time we are able to implement surcharges or price increases, particularly for orders already in our backlog. Competitive pressures and the terms of certain of our long-term contracts may require us to absorb at least part of these cost increases. As a result, our gross margin percentage could decline. We cannot provide assurances that we will be able to continue to pass these additional costs on to our customers at all or on a timely basis or that our customers will not seek alternative sources of supply if there are significant or prolonged increases in the price of subcomponents or other raw materials or energy resources.
10
U.S. and international import tariffs and other trade policies could adversely affect our revenue and profit margin.
The United States imposes tariffs on many of the raw materials and component parts we import from foreign sources (including our foreign operations) to support our U.S. manufacturing operations. Most notably, steel, which is our largest raw material import, is subject to what is known as a “Section 232 tariff.” These tariffs increase our cost for imported raw materials and component parts, which decreases our profitability to the extent that we are unable to pass the increased cost on to our customers.
In addition to driving up our operating costs, these tariffs and other changes in U.S. trade policy have caused foreign countries to implement retaliatory tariffs and other responsive trade policies that apply to our U.S.-manufactured products sold in those countries, thereby causing those products to be more expensive, which may reduce our sales in those countries, thereby adversely affecting our revenue, cash flow and profitability. In addition, any foreign tariff-driven reduction in sales of our customers’ products into which our products are integrated will correspondingly reduce the demand for our products, thereby adversely affecting our revenue, profitability and cash flow.
The international trade situation is very fluid and subject to rapid change, including litigation, as the U.S. increases, decreases, suspends or reinstates tariffs against various countries and products and those countries respond. The tariffs and retaliatory tariffs are driving escalating global trade conflicts which have led to, and may continue to lead to, inflationary pressures and uncertainty, which could impact our operations.
While we have not experienced a material impact on our business to date, no assurance can be given that will continue to be the case. We are continuing to evaluate the trade situation as it evolves and we are assessing mitigation strategies, including supply chain adjustments and pricing actions. The ultimate impact of tariffs on our operations and financial results is currently uncertain and will depend on the scope, duration, and potential expansion of the measures implemented.
Some of our products and operations are subject to certain approvals and government regulations and the loss of such approvals, or our failure to comply with such regulations, could materially reduce our revenues, cash flows and profitability.
Essential to servicing the Aerospace & Defense market is the ability to obtain product approvals. We have a substantial number of product approvals, which enable us to provide products used in virtually all domestic aircraft platforms presently in production or operation. Product approvals are typically issued by the FAA to designated OEMs who are Production Approval Holders of FAA-approved aircraft. These Production Approval Holders provide quality control oversight and generally limit the number of suppliers directly servicing the commercial Aerospace market. Regulations enacted by the FAA provide for an independent process (the PMA process) that enables suppliers who currently sell their products to the Production Approval Holders to also sell products to the aftermarket. Our foreign sales may be subject to similar approvals or U.S. export control restrictions. We cannot assure you that we will not lose approvals for our Aerospace products in the future. The loss or suspension of product approvals could result in lost sales and materially reduce our revenues, cash flows and profitability.
The repair and overhaul of aircraft parts and accessories throughout the world is highly regulated by government agencies, including the FAA. Our repair and overhaul operations are subject to certification pursuant to regulations established by the FAA and foreign government agencies, with regulations varying from country to country, although compliance with FAA requirements generally satisfies regulatory requirements in other countries. Our failure to comply with these regulations, or our compliance with new and more stringent government regulations, if enacted, could have an adverse effect on our business, financial condition and results of operations.
As a U.S. government contractor, we are subject to various procurement and other laws, regulations and contract terms applicable to our industry, including the FAR, the DFARS, the Truth in Negotiations Act, the False Claims Act, the Procurement Integrity Act, the International Traffic in Arms Regulations promulgated under the Arms Export Control Act, the Close the Contractor Fraud Loophole Act, the Foreign Corrupt Practices Act, and Cost Accounting Standards (CAS), and we could be adversely affected by any negative finding by the U.S. government as to our compliance with them, including suspension or debarment from future government contracting.
11
The retirement of commercial aircraft could reduce our revenues, cash flows and profitability.
We sell replacement parts used in the repair and overhaul of jet engine and aircraft components, as well as provide such repair and overhaul services ourselves. As aircraft or engines for which we offer replacement parts or repair and overhaul services are retired, demand for these parts and services could decline and could reduce our revenue, cash flows and profitability.
Risks associated with utilizing information technology systems could adversely affect our operations.
We rely upon our information technology (“IT”) systems to process, transmit and store electronic information to manage and operate our business. Further, in the ordinary course of business we store sensitive data, including intellectual property, on our networks. The secure maintenance and transmission of this information is critical to our business operations.
We may face cyber events and other IT security threats, including malware, ransomware, phishing and other intrusions, to our IT infrastructure, attempts to gain unauthorized access to proprietary, classified or confidential information, and threats to the physical security of our IT systems. As a U.S. government contractor, our risk of cyber events may be greater than the risk faced by other companies that are not government contractors. In addition to security threats, our IT systems may also be subject to network, software or hardware failures. The unavailability of our IT systems, the failure of these systems to perform as anticipated, or any significant breach of data security could cause loss of data, disrupt our operations, require significant management attention and resources, subject us to liability to third parties or regulatory actions or contract termination, and negatively impact our reputation among our customers and the public, which could have a negative impact on our financial and competitive position, results of operations and liquidity. In addition, our business with our customers and vendors could be impacted by cyber events on their IT systems.
To address the risk to our IT systems and data, we maintain an IT security program designed to resist cyber events and to mitigate the damage from successful events. Refer to Part I, Item 1C of this Annual Report for details regarding our data protection and cybersecurity risk management program.
Work stoppages and other labor problems could materially reduce our ability to operate our business.
We currently have three collective bargaining agreements covering employees at our Plymouth, Indiana, Fairfield, Connecticut and West Trenton, New Jersey facilities, representing approximately 4% of our U.S.-based hourly employees as of March 28, 2026. While we believe our relations with our employees are satisfactory, the inability to satisfactorily negotiate and enter into new collective bargaining agreements upon expiration, or a lengthy strike or other work stoppage at any of our facilities, particularly at some of our larger facilities, could materially reduce our ability to operate our business. In addition, any attempt by our employees not currently represented by a union to join a union could result in additional expenses, including with respect to wages, benefits and pension obligations.
In addition, work stoppages at one or more of our customers or suppliers (including suppliers of transportation services), many of which have large unionized workforces, could also cause disruptions to our business that we cannot control, and these disruptions could materially reduce our revenues, cash flows and profitability.
Unexpected equipment failures or catastrophic events could increase our costs and reduce our sales due to production curtailments or shutdowns.
Our manufacturing processes are dependent upon critical pieces of turning, milling, grinding, and electrical equipment, and this equipment could, on occasion, be out of service as a result of unanticipated failures. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions, earthquakes or violent weather conditions. In the future, we could experience material plant shutdowns or periods of reduced production as a result of these types of equipment failures or catastrophes. Interruptions in production capabilities would inevitably increase our production costs and reduce revenues, cash flows and profitability for the affected period.
12
We may not be able to continue to make the acquisitions necessary for us to realize our growth strategy.
The acquisition of businesses that complement or expand our operations is an important element of our business strategy. We frequently engage in evaluations of potential acquisitions and negotiations for possible acquisitions, some of which, if consummated, could be significant to us. We cannot assure you that we will be successful in identifying attractive acquisition candidates or completing acquisitions on favorable terms in the future. Our inability to acquire businesses, or to operate them profitably once acquired, could have a material adverse effect on our business, financial position, cash flow and growth.
Our ability to realize anticipated benefits and synergies from our acquisitions could be affected by a number of factors, including: the need for greater than expected cash or other financial resources or management time in order to implement or integrate acquisitions; increases in other expenses related to an acquisition, including restructuring and other exit costs; the timing and impact of purchase accounting adjustments; difficulties in employee or management integration, including labor disruptions or disputes; and unanticipated liabilities associated with acquired businesses.
Any potential cost-saving opportunities may take several quarters or years following an acquisition to implement, and any results of these actions may not be realized for several quarters thereafter, if at all.
Businesses that we acquire may have liabilities for which we are liable.
In order to complete an acquisition, it may be necessary for us to assume the liabilities of the acquired business. These liabilities may be known at the time of the acquisition, but could be underestimated by us, or they may not be known to us until after the acquisition. In the case of an acquisition in which we do not assume all the liabilities of the acquired business, we typically obtain indemnification from the seller against the unassumed liabilities, although no assurance can be given that such indemnification will be sufficient in amount, scope or duration to fully offset the risk of the unassumed liabilities. Liabilities of acquired businesses that ultimately are borne by us (either because we assume them or our indemnification right proves to be insufficient or unenforceable) could have a material adverse effect on our business, financial condition or results of operations. In addition, after we complete an acquisition we may learn of other matters that adversely affect us, such as issues relating to the acquired business’s compliance with applicable laws, or issues relating to its supply chain, customer relationships or order demand.
Goodwill and indefinite-lived intangibles comprise a significant portion of our total assets, and if we determine that goodwill and indefinite-lived intangibles have become impaired in the future, our results of operations and financial condition in such years may be materially and adversely affected.
Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. Indefinite-lived intangibles represent repair station certifications obtained in business combinations and assumed to have indefinite lives. As of March 28, 2026, we had $2,003.4 of goodwill and $24.3 of indefinite-lived intangibles, representing approximately 40% of our total assets. We review goodwill and indefinite-lived intangibles at least annually for impairment and any excess in carrying value over the estimated fair value is charged to the results of operations. Our estimates of fair value are based on assumptions about the future operating cash flows, growth rates, discount rates applied to these cash flows, and current market estimates of value. If we are required to record a charge to earnings because of an impairment of goodwill or indefinite-lived intangibles, our results of operations and financial condition could be materially and adversely affected.
We depend heavily on our senior management and other key personnel, the loss of whom could materially affect our financial performance and prospects.
Our business is managed by a number of key personnel, including our CEO Dr. Michael J. Hartnett. Our future success will depend on, among other things, our ability to retain the services of these personnel and to hire their successors and other highly qualified employees at all levels.
Our international operations are subject to risks inherent in such activities.
We have operations in Australia, England, Canada, France, Germany, India, Mexico, the Peoples Republic of China, Poland and Switzerland. Of our 65 facilities in 11 countries, 21 are located outside the U.S., including 12 manufacturing facilities in four countries.
In fiscal 2026, approximately 11% of our net sales were generated by our international operations. Our foreign operations are subject to the risks inherent in such activities such as: currency devaluations, logistical and communication challenges, costs of complying with a variety of foreign laws and regulations, greater difficulties in protecting and maintaining our rights to intellectual property, difficulty in staffing and managing geographically diverse operations, acts of terrorism or war or other acts that may cause social disruption which are difficult to quantify or predict, and general economic conditions in these foreign markets. Our international operations may be negatively impacted by changes in government policies, such as changes in laws and regulations, restrictions on imports and exports, sources of supply, duties or tariffs, the introduction of measures to control inflation, and changes in the rate or method of taxation. To date we have not experienced significant difficulties with the foregoing risks associated with our international operations.
13
Currency translation risks may have a material impact on our results of operations.
The majority of our foreign operations utilize the local currency as their functional currency. Foreign currency transaction gains and losses are included in earnings. Foreign currency transaction exposure arises primarily from the transfer of foreign currency from one subsidiary to another within the group and to foreign currency-denominated trade receivables and payables. Unrealized currency translation gains and losses are recorded on the balance sheet upon translation of the foreign operations’ functional currency to the reporting currency. Because our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and the currencies used by our international operations have had, and will continue to have, an impact on our earnings. We periodically enter into derivative financial instruments such as cross currency swaps to reduce the effect of fluctuations in exchange rates on transactions and account balances denominated in non-functional currencies. Currency fluctuations may affect our financial performance in the future and we cannot predict the impact of future exchange rate fluctuations on our results of operations. See Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Exchange Rates” of this Annual Report on Form 10-K.
We may incur material losses for product liability and recall-related claims.
We are subject to a risk of product and recall-related liability in the event that the failure, use or misuse of any of our products results in personal injury, death or property damage or our products do not conform to our customers’ specifications. In particular, our products are installed in a number of types of vehicle fleets, including airplanes, helicopters, trains, automobiles, heavy trucks and farm equipment, many of which may be subject to government-ordered recalls as well as voluntary recalls by the manufacturer. If one of our products is found to be defective, causes a fleet to be disabled or otherwise results in a product recall, significant claims may be brought against us. We currently maintain insurance coverage for product liability claims but not for recall-related claims. We cannot assure you that product liability claims, if made, would not exceed our insurance coverage limits. Claims that are not covered by insurance, or that exceed insurance coverage limits, could result in material losses. Claims that are covered by insurance could result in increased future insurance costs.
Our intellectual property and proprietary information are valuable, and any inability to protect them could adversely affect our business and results of operations; in addition, we may be subject to infringement claims by third parties.
Our ability to compete effectively is dependent upon our ability to protect and preserve the intellectual property and proprietary information owned, licensed or otherwise used by us. We have numerous U.S. and foreign trademark registrations and patents. We also have U.S. and foreign trademark and patent applications pending. We cannot assure you that our pending trademark and patent applications will result in trademark registrations and issued patents, and our failure to secure rights under these applications may limit our ability to protect the intellectual property rights that these applications were intended to cover. Although we have attempted to protect our intellectual property and proprietary information both in the United States and in foreign countries through a combination of patent, trademark, copyright and trade secret protection, and non-disclosure agreements, these steps may be insufficient to prevent unauthorized use of our intellectual property and proprietary information, particularly in foreign countries where the protection available for such intellectual property and proprietary information may be limited. We cannot assure you that any of our intellectual property rights will not be infringed upon or that our trade secrets will not be misappropriated or otherwise become known to or independently developed by competitors. We may not have adequate remedies available for any such infringement or other unauthorized use. We cannot assure you that any infringement claims asserted by us will not result in our intellectual property being challenged or invalidated, that our intellectual property will be held to be of adequate scope to protect our business, or that we will be able to deter current and former employees, contractors or other parties from breaching confidentiality obligations and misappropriating trade secrets.
We could become subject to litigation claiming that our intellectual property or proprietary information infringes the rights of a third party. In that event, we could incur substantial defense costs and, if such litigation is successful, we could be required to pay the claimant damages for our past use of such intellectual property or proprietary information, and we could either be required to pay royalties for our use of it in the future or be prohibited from using it in the future. Our inability to use our intellectual property and proprietary information on a cost-effective basis in the future could have a material adverse effect on our revenue, cash flow and profitability. See Part I, Item 1. “Business—Intellectual Property” of this Annual Report on Form 10-K.
14
Cancellation of orders in our backlog could negatively impact our revenues, cash flows and profitability.
As of March 28, 2026, we had an order backlog of $2.3 billion. However, orders included in our backlog may be subject to cancellation, delay or other modifications by our customers and we cannot assure you that these orders will ultimately be fulfilled.
Quarterly performance can be affected by the timing of government product inspections and approvals.
A portion of our revenue is associated with contracts with the U.S. government that require onsite inspection and approval of the products by government personnel before we may ship the products, and we have no control over the timing of those inspections and approvals. If products scheduled for delivery in one quarter are not inspected or approved until the following quarter, the delay would adversely affect our sales and profitability for the quarter in which the shipments were scheduled.
We incurred substantial debt in order to complete the Dodge and VACCO acquisitions, which could constrain our business and exposes us to the risk of defaults under our debt instruments.
In fiscal 2022, we incurred $1,800.0 of total debt to finance the acquisition of Dodge Industrial and in July 2025 we incurred $200.0 of debt to finance the acquisition of VACCO Industries. As of March 28, 2026, our total debt was $875.5. This debt could or will have important consequences, including, but not limited to:
| ● | this debt requires us to make significant interest and principal payments in the future; |
| ● | a substantial portion of our cash flow from operations will be used to repay the principal and interest on our debt, thereby reducing the funds available to us for other purposes including for strategic acquisitions, working capital, capital expenditures, and general corporate purposes; |
| ● | our flexibility in planning for and reacting to changes in our business, the competitive landscape and the markets in which we operate may be limited; and |
| ● | we may be placed at a competitive disadvantage relative to other companies in our industry with less debt or comparable debt on more favorable terms. |
Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance and no assurance can be given that our business will generate sufficient cash flow to service our debt.
Additionally, our ability to comply with the financial and other covenants contained in our debt instruments could be affected by, among other things, changes in our results of operations, the incurrence of additional indebtedness, the pricing of our products, our success at implementing cost reduction initiatives, our ability to successfully implement our overall business strategy, or changes in industry-specific or general economic conditions which are beyond our control. The breach of any of these covenants could result in a default or event of default under our debt instruments, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our prospects, business, financial condition, results of operations and cash flows could be materially and adversely affected and could cause us to become bankrupt or otherwise insolvent. In addition, these covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our business and stockholders.
Increases in interest rates would increase the cost of servicing our bank debt and could reduce our profitability.
Future increases in interest rates would increase the cost of servicing our bank debt (i.e., term loan and revolving credit facility), which could materially reduce our profitability and cash flows.
15
Use of artificial intelligence could expose us to operational, compliance, and data-related risk.
We currently utilize artificial intelligence-enabled tools primarily to support administrative and efficiency-focused functions. While these tools are not used to make operational, financial reporting, or customer-related decisions, we are still exposed to certain risks including potential data and security or privacy breaches, reliance on third-party AI service providers, inaccurate or incomplete outputs, and evolving regulatory and legal requirements. These risks could result in negative consequences for the Company such as, but not limited to, increased inefficiencies, increased training and legal costs, and contractual or legal claims.
Risk Factors Related to our Capital Stock
Provisions in our charter documents may prevent or hinder efforts to acquire a controlling interest in us.
Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions that might benefit our stockholders or in which our stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.
Pursuant to our charter documents, our Board of Directors (the “Board”) consists of nine members serving staggered three-year terms and divided into three classes. As a result, two annual meetings are required to change a majority of the Board members.
Our certificate of incorporation authorizes the issuance of 10,000,000 shares of preferred stock, with such designations, rights and preferences as may be determined from time to time by the Board, without stockholder approval. We utilized this authorization to issue 4,600,000 shares of 5.00% Series A Mandatory Convertible Preferred Stock in fiscal 2022, which converted into shares of our common stock in October 2024. In the future the Board could authorize the issuance of some or all of the authorized shares of preferred stock with rights, preferences and privileges that could have the effect of discouraging, delaying or preventing a change in control of us, or that could impede our stockholders’ ability to approve a transaction they consider in their best interests. Although we have no present intention to issue any additional preferred stock, no assurance can be given that we will not do so in the future. Holders of our common stock do not have preemptive rights to subscribe for a pro rata portion of preferred stock or any other capital stock that we may issue in the future.
We do not expect to pay cash dividends on our common stock in the foreseeable future.
Except for a $2.00 per common share special dividend paid in 2014, we have never paid any cash dividends on our common stock and we do not expect to pay cash dividends on the common stock in the foreseeable future. Instead, we plan to apply earnings and excess cash, if any, to the service of our debt, and the expansion and development of our business (although the Company does have a $100.0 common stock repurchase plan that we have never executed under). Thus, any return on an investment in our common stock would depend solely on an increase, if any, in the market value of the common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Governance
In
response to the increasing threat of continuously evolving cybersecurity risks, we continue to invest in our information technology and
operational technology cybersecurity processes.
16
Despite
our efforts with respect to information technology operations, cybersecurity and data privacy, we have been, and may continue to be,
impacted by breaches in data security and lapses in data privacy, which occur from time to time. During fiscal year 2026, the Company
did
ITEM 2. PROPERTIES
Our principal executive office is located at One Tribology Center, Oxford, Connecticut, which we own. Our Dodge Industrial subsidiary has office space in Simpsonville, South Carolina, which we lease.
We own or lease 44 manufacturing facilities in five countries. 32 of those manufacturing facilities are located in the U.S., one is located in Poland, eight are located in Mexico, two are located in Switzerland and one is located in India.
We own or lease ten distribution centers in the United States, Canada, France, Mexico, Germany, India, the United Kingdom and Australia. We also utilize third party logistics’ firms located strategically around the world to supplement distribution of our products.
We believe that as the term of each of our leased facilities expires we will be able to either secure a renewal or enter into a lease for an alternate location on market terms.
We believe that our existing facilities and equipment are generally in good condition, are well maintained and adequate to carry on our current operations. We also believe that our existing manufacturing facilities have sufficient capacity to meet increased customer demand.
ITEM 3. LEGAL PROCEEDINGS
In 2022 and 2023, the Company received civil investigative demands from the United States Department of Justice pursuant to the False Claims Act, 31 U.S.C. § 3733 (the “FCA”). The investigation concerns allegations that the Company submitted false claims in connection with (i) certifying that the Company’s employees were eligible for unemployment insurance benefits and pandemic relief and worked reduced hours and (ii) received grant proceeds in violation of the FCA. The Company is cooperating with the investigation. The investigation is ongoing and we currently do not expect the investigation to have a material adverse effect on the Company.
Besides the matter described in the previous paragraph, from time to time we are involved in litigation that arises in the ordinary course of business, but we do not believe that any such litigation in which we are currently involved, either individually or in the aggregate, is likely to have a material adverse effect on our business, financial condition, operating results, cash flow or prospects.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
17
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Our Common Stock
Our common stock is quoted on the New York Stock Exchange under the symbol “RBC.” As of May 8, 2026, there was one holder of record of our common stock.
The following table shows the high and low sales prices of our common stock during the periods indicated:
| Fiscal 2026 | Fiscal 2025 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter | $ | 393.51 | $ | 297.28 | $ | 299.25 | $ | 241.43 | ||||||||
| Second Quarter | 416.33 | 369.88 | 309.01 | 260.53 | ||||||||||||
| Third Quarter | 465.80 | 364.50 | 346.78 | 272.50 | ||||||||||||
| Fourth Quarter | 589.16 | 447.35 | 372.83 | 290.56 | ||||||||||||
The last reported sale price of our common stock on the New York Stock Exchange on May 8, 2026 was $605.99 per share.
Dividends
Except for a $2.00 per common share special dividend paid in 2014, we have never paid any cash dividends on our common stock and we do not expect to pay cash dividends on the common stock in the foreseeable future.
Issuer Purchases of Equity Securities
Our repurchases of shares of our common stock during the fourth quarter of fiscal 2026 are as follows:
| Period | Total number of shares purchased(1) | Average price paid per share(2) | Number
of shares purchased as part of the publicly announced program(3) | Approximate dollar value of shares still available to be purchased under the program (in millions)(3) | ||||||||||||
| 12/28/2025 – 01/24/2026 | 16 | $ | 458.79 | — | $ | 100.0 | ||||||||||
| 01/25/2026 – 02/21/2026 | 1,744 | 544.02 | — | 100.0 | ||||||||||||
| 02/22/2026 – 03/28/2026 | 486 | 560.00 | — | $ | 100.0 | |||||||||||
| Total | 2,246 | $ | 546.87 | — | ||||||||||||
| (1) | Consists of shares of RBC restricted stock repurchased from employees upon the vesting of those shares in order to fund the employees’ tax withholding obligation. These repurchased shares were never in the open market. |
| (2) | The closing price for our stock on the trading day immediately preceding the restricted stock vesting date. |
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| (3) | In 2019, our Board of Directors authorized us to repurchase up to $100.0 of our common stock from time to time in the open market in compliance with SEC Rule 10b-18 depending on market conditions, alternative uses of capital, and other relevant factors. Purchases may be commenced, suspended, or discontinued at any time without prior notice. The repurchase plan does not have an expiration date. As of March 28, 2026, the Company has not repurchased any shares pursuant to this program. |
Recent Sales of Unregistered Securities
During the fourth quarter of fiscal 2026, we did not issue any securities that were not registered under the Securities Act of 1933.
Performance Graph
The following graph shows the total return to our stockholders compared to the Russell 3000 Index and the S&P 400 Industrials (Sector) (TR) over the period from April 3, 2021 to March 28, 2026. Because of the diversity of our markets and products, we do not believe that a combination of peer issuers can be selected on an industry or line-of-business basis to provide a meaningful basis for comparing shareholder return. Accordingly, the Russell 3000 Index, which we are a part of, is included in the graph as permitted by applicable regulations. Each line on the graph assumes that $100 was invested in our common stock or in the respective indices on April 3, 2021 based on the closing price on that date. The graph then presents the value of these investments, assuming reinvestment of dividends, through the close of trading on March 28, 2026.
| April
3, 2021 | April
2, 2022 | April
1, 2023 | March
30, 2024 | March
29, 2025 | March
28, 2026 | |||||||||||||||||||
| RBC Bearings Incorporated | $ | 100.00 | $ | 98.69 | $ | 117.44 | $ | 136.41 | $ | 164.27 | $ | 268.53 | ||||||||||||
| Russell 3000 Index | 100.00 | 110.99 | 101.03 | 130.62 | 139.42 | 161.35 | ||||||||||||||||||
| S&P 400 Industrials (Sector) (TR) | 100.00 | 103.02 | 107.16 | 145.05 | 134.40 | 172.51 | ||||||||||||||||||
The cumulative total return shown on the stock performance graph indicates historical results only and may not be indicative of future results.
ITEM 6. [RESERVED]
Not applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The financial and business analysis below provides information that we believe is relevant to an assessment and understanding of our consolidated financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes. All references to “Notes” in this Item 7 refer to the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K.
The following discussion contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. See the information provided in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K under the heading “Cautionary Statement as to Forward-Looking Information.”
General
We are a well-known international manufacturer of highly engineered precision bearings, components and essential systems for the Aerospace & Defense and Industrial markets. Our precision solutions are integral to the manufacture and operation of most machines and mechanical systems, reduce wear to moving parts, facilitate proper power transmission, and reduce damage and energy loss caused by friction. While we manufacture products in all major bearing categories, we focus primarily on the higher end of the bearing market where we believe our value-added manufacturing and engineering capabilities enable us to differentiate ourselves from our competitors and enhance profitability. We believe our unique expertise has enabled us to garner leading positions in many of the product markets in which we primarily compete. With 65 facilities in 11 countries, of which 44 are manufacturing facilities, we have been able to significantly broaden our end markets, products, customer base and geographic reach. We have a fiscal year consisting of 52 or 53 weeks, ending on the Saturday closest to March 31. Based on this policy, fiscal 2026 had 52 weeks and fiscal 2025 had 52 weeks.
We currently operate under two reportable business segments – Aerospace & Defense and Industrial:
| ● | Aerospace & Defense. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications. |
| ● | Industrial. This segment represents the end markets for the Company’s highly engineered bearings, gearing and precision components used in various industrial applications including: construction, mining, forestry, energy, agricultural and other machinery; aggregate and cement handling; food and beverage manufacturing; grain, and agricultural product handling; metals and mining material handling; chemicals, oil and gas production; warehousing and logistics; manufacturing automation and semiconductor equipment; power generation; waste and water management; rail and transportation. |
We use gross margin as the primary measurement to assess the financial performance of each reportable segment. End market and channel sales within our segments are based on internal definitions and metrics considered by management and are periodically reviewed and updated prospectively.
The markets for our products are cyclical, and we have endeavored to mitigate this cyclicality by entering into single and sole-source relationships and long-term purchase agreements, through diversification across multiple market segments within the Aerospace & Defense and Industrial segments, by increasing sales to the aftermarket, and by focusing on developing highly customized solutions.
Currently, our strategy is built around maintaining our role as a leading manufacturer of highly engineered bearings and precision components through the following efforts:
| ● | Developing innovative solutions. By leveraging our design and manufacturing expertise and our extensive customer relationships, we continue to develop new products for markets in which there are substantial growth opportunities. |
| ● | Expanding customer base and penetrating end markets. We continually seek opportunities to access new customers, geographic locations and bearing platforms with existing products or profitable new product opportunities. |
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| ● | Increasing aftermarket sales. We believe that increasing our aftermarket sales of replacement parts will further enhance the continuity and predictability of our revenues and enhance our profitability. Such sales include sales to third party distributors, and sales to OEMs for replacement products and aftermarket services. We can further increase the percentage of our revenues derived from the replacement market by continuing to implement several initiatives. |
| ● | Pursuing selective acquisitions. The acquisition of businesses that complement or expand our operations has been and continues to be an important element of our business strategy. We believe that there will continue to be consolidation within the industry that may present us with acquisition opportunities. |
We have demonstrated expertise in acquiring and integrating bearing and precision engineered component manufacturers that have complementary products or distribution channels and have provided significant margin enhancement. We have consistently increased the profitability of acquired businesses through a process of methods and systems improvement coupled with the introduction of complementary and proprietary new products. Since 1992 we have completed 30 acquisitions, including VACCO, which we acquired on July 18, 2025. These acquisitions have broadened our end markets, products, customer base and geographic reach.
Outlook
For the fiscal year ended March 28, 2026, 57.9% of our net sales were attributable to the Industrial segment while the Aerospace & Defense segment contributed 42.1% of our net sales. Our net sales increased 14.3% year over year due to sales increases in both the Aerospace & Defense and Industrial segments. VACCO, which was acquired on July 18, 2025, accounted for $83.9 of net sales in fiscal 2026. VACCO is part of our Aerospace & Defense segment.
Aerospace & Defense segment sales increased 32.9% year over year. Commercial aerospace increased 17.8%, due to the increased build rates from large OEMs. defense sales, which represented approximately 40.0% of segment sales during the year, were up 64.5% for the year. Excluding net sales from VACCO, defense sales were up 22.9% year over year. Our backlog in this segment is significant and deliveries are expected to continue to grow in the coming years.
Industrial segment sales increased 3.8% year over year, led by a 4.8% increase in distribution and aftermarket sales. Sales to OEMs were up 1.5% year over year, primarily driven by aggregate & cement, warehousing, grain and food & beverage.
Of our net sales for the fourth quarter of fiscal 2026, 57.1% was attributable to the Industrial segment compared to 42.9% for the Aerospace & Defense segment. Approximately $200.0 of Industrial segment sales in the fourth quarter of fiscal 2026 were to distribution and aftermarket compared to approximately $191.5 in the prior year while approximately $95.9 were made directly to OEMs in the fourth quarter of fiscal 2026 compared to approximately $88.9 in the prior year. Net sales in the Aerospace & Defense segment increased $64.8, or 41.2%, for the fourth quarter of fiscal 2026 compared to the same period last fiscal year. Excluding net sales from VACCO, net sales increased in this segment by 22.8%. Commercial aerospace net sales, which consisted of $106.6 of OEM and $22.9 of distribution and aftermarket, increased by 18.5% compared to the fourth quarter of fiscal 2025 when OEM net sales were $85.9 and distribution and aftermarket net sales were $23.3. This was driven by increased build rates in the OEM market and aftermarket demand remained strong. Our fiscal 2026 fourth quarter defense markets’ net sales, which consisted of $74.0 of OEM and $18.6 of distribution and aftermarket, increased 92.5% compared to the fourth quarter of fiscal 2025 when OEM net sales were $38.1 and distribution and aftermarket net sales were $10.0. Excluding net sales from VACCO, defense net sales were up 35.0% compared to the same period in the prior year.
The Company forecasts net sales to be approximately $500.0 to $510.0 in the first quarter of fiscal 2027, compared to $436.0 in the first quarter of fiscal 2026, which represents a growth rate of 14.7% to 17.0%. Excluding $28.0 of expected net sales from VACCO, net sales are expected to grow 8.3% to 10.6%. Adjusted gross margin is expected to be in the range of 45.25% to 45.5% and SG&A as a percentage of net sales is expected to be in the range of 16.50% to 16.75%.
Our backlog as of March 28, 2026 was $2.3 billion, which included $0.6 billion of VACCO backlog and $1.1 billion of marine related backlog, compared to a total of $0.9 billion as of March 29, 2025. This increase reflects continued growth, most notably in our commercial aerospace and marine defense end markets.
We experienced solid operating cash flow generation during fiscal 2026 (as discussed in the “Liquidity and Capital Resources” section below). We believe that operating cash flows and available credit under our revolving bank credit facilities will provide adequate resources to fund internal growth initiatives for the foreseeable future, including at least the next 12 months. As of March 28, 2026, we had cash of $57.3, of which, $33.1 was cash held by our foreign operations.
Sources of Revenue
A contract with a customer exists when there is commitment and approval from both parties involved, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and collectability of consideration is probable. The Company has determined that the contract with the customer is established when the customer purchase order is accepted or acknowledged. Long-term agreements (“LTAs”) are used by the Company and certain of its customers to reduce their supply uncertainty for a period of time, typically multiple years. While these LTAs define commercial terms including pricing, termination rights and other contractual requirements, they do not represent the contract with the customer for revenue recognition purposes.
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Approximately 95% of the Company’s revenue was generated from the sale of products to customers in the Aerospace & Defense and Industrial markets for each of the years ended March 28, 2026 and March 29, 2025. The remaining 5% of the Company’s revenue for each of the last two fiscal years was derived from services performed for customers, which included repair and refurbishment work performed on customer-controlled assets as well as design and test work.
Refer to Note 2 for further discussion regarding the Company’s revenue policy.
Cost of Sales
Cost of sales includes employee compensation and benefits, raw materials, outside processing, depreciation of manufacturing machinery and equipment, supplies and manufacturing overhead.
Less than half of our factory costs, depending on product mix, are attributable to raw materials, purchased components and outside processing. When we experience raw material inflation, we attempt to offset these cost increases by changing our buying patterns, expanding our vendor network and passing through price increases when possible. Although we experienced cost inflation on raw material, labor and overhead for this fiscal year, we were able to mitigate it through pricing, insourcing and strategic sourcing efforts.
We monitor gross margin performance through a process of monthly operation reviews with all our divisions. We develop new products to target certain markets allied to our strategies by first understanding volume levels and product pricing and then constructing manufacturing strategies to achieve defined margin objectives. We only pursue product lines where we believe that the developed manufacturing process will yield the targeted margins. Management monitors gross margins of all product lines on a monthly basis to determine which manufacturing processes or prices should be adjusted.
Fiscal 2026 Compared to Fiscal 2025
Results of Operations
(amounts in millions, except share and per share data)
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Net sales | $ | 1,870.9 | $ | 1,636.3 | $ | 234.6 | 14.3 | % | ||||||||
| Net income attributable to common stockholders | $ | 287.6 | $ | 233.8 | $ | 53.8 | 23.0 | % | ||||||||
| Net income per common share attributable to common stockholders: Diluted | $ | 9.09 | $ | 7.70 | ||||||||||||
| Weighted average common shares attributable to common stockholders: Diluted | 31,634,888 | 30,354,470 | ||||||||||||||
Net sales for the fiscal year ended March 28, 2026 increased $234.6, or 14.3%, compared to fiscal 2025. Excluding $83.9 of net sales from VACCO, net sales increased by 9.2% compared to the prior year. This increase was the result of a 3.8% increase in our Industrial segment, while net sales in our Aerospace & Defense segment increased 32.9% year over year. Industrial segment sales experienced the strongest contribution to growth in the aggregate & cement, warehousing and logistics, food & beverage and grain markets. Within Aerospace & Defense, total commercial aerospace net sales increased 17.8% and defense net sales increased 64.5% year over year. Commercial aerospace net sales, which consisted of $387.4 of OEM and $85.0 of distribution and aftermarket, increased by 17.8% compared to fiscal 2025 when OEM net sales were $317.8 and distribution and aftermarket net sales were $83.1. The OEM markets have continued to improve as build rates have steadily increased over the last several months. Our defense market net sales, which consisted of $237.1 of OEM and $78.5 of distribution and aftermarket, increased by 64.5% compared to fiscal 2025 when OEM net sales were $146.3 and distribution and aftermarket net sales were $45.6. The increase in defense sales was led by marine, missiles and guided munitions and reflects continued growth in demand which is evident by our growing backlog. The acquisition of VACCO also contributed to the sales growth. Excluding VACCO, net sales increased by 19.1% for the Aerospace & Defense segment.
Net income attributable to common stockholders increased by $53.8 to $287.6 for fiscal 2026 compared to fiscal 2025. The net income attributable to common stockholders of $287.6 in fiscal 2026 was impacted by $14.8 of acquisition and related costs, $6.2 of restructuring and consolidation charges, $49.8 of interest expense, and $81.7 of income tax expense. The net income attributable to common stockholders of $233.8 in fiscal 2025 was impacted by $1.5 of restructuring and consolidation charges, $59.8 of interest expense, $12.4 of preferred stock dividends, and $65.7 of income tax expense.
Gross Margin
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Gross Margin | $ | 830.2 | $ | 726.1 | $ | 104.1 | 14.3 | % | ||||||||
| Gross Margin % | 44.4 | % | 44.4 | % | ||||||||||||
Gross margin was 44.4% of sales for fiscal 2026 compared to 44.4% for the same period last year. The increase in gross margin was primarily driven by volume. Gross margin in fiscal 2026 was impacted by $2.1 in restructuring costs related to inventory rationalization efforts at one of our manufacturing plants and $13.2 of unfavorable purchase accounting adjustments associated with the VACCO acquisition.
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Selling, General and Administrative
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| SG&A | $ | 316.1 | $ | 279.3 | $ | 36.8 | 13.2 | % | ||||||||
| % of net sales | 16.9 | % | 17.1 | % | ||||||||||||
SG&A as a % of net sales was 16.9% compared to 17.1% in the prior fiscal year. SG&A expenses increased by $36.8 to $316.1 for fiscal 2026 compared to fiscal 2025, primarily driven by increased personnel costs and $11.2 from the inclusion of VACCO.
Other, Net
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Other, net | $ | 93.1 | $ | 76.9 | $ | 16.2 | 21.1 | % | ||||||||
| % of net sales | 5.0 | % | 4.7 | % | ||||||||||||
Other operating expenses for fiscal 2026 totaled $93.1 compared to $76.9 for fiscal 2025. For fiscal 2026, other operating costs consisted of $81.0 of amortization expense, $1.6 of acquisition costs, $4.1 of restructuring costs, $1.1 of bad debt expense and $5.3 of other items. Of the amortization expense incurred during the period, $10.3 was related to acquired intangible assets from the VACCO acquisition. For fiscal 2025, other operating expenses consisted of $71.8 of amortization expense, $1.5 of restructuring costs, $1.2 of bad debt expense and $2.4 of other items.
Interest Expense, Net
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Interest expense, net | $ | 49.8 | $ | 59.8 | $ | (10.0 | ) | (16.7 | )% | |||||||
| % of net sales | 2.7 | % | 3.7 | % | ||||||||||||
Interest expense, net, consists of interest charged on the Company’s debt agreements and amortization of deferred financing fees, offset by interest income. Interest expense, net was $49.8 for fiscal 2026 compared to $59.8 for fiscal 2025. The decrease in interest expense between the periods was due to the reduction of the principal balance on our Term Loan (as defined in “Liquidity and Capital Resources—Liquidity—Domestic Credit Facility”), partially offset by the impact of a $200.0 draw on the Revolving Credit Facility (as defined in “Liquidity and Capital Resources—Liquidity—Domestic Credit Facility”) during the second quarter of fiscal 2026 to fund part of the VACCO acquisition. In addition, the Cross Currency Swap has enabled us to better manage interest costs.
Other Non-Operating Expense/(Income)
| FY26 | FY25 | $ Change | % Change | |||||||||||||
Other non-operating expense/(income) | $ | 1.9 | $ | (1.8 | ) | $ | 3.7 | 205.6 | % | |||||||
| % of net sales | 0.1 | % | (0.1 | )% | ||||||||||||
Other non-operating expense for fiscal 2026 totaled $1.9, consisting primarily of post-retirement benefit costs and foreign exchange gains and losses. Non-operating income during fiscal 2025 was $1.8, consisting primarily of a $4.0 legal settlement partially offset by post-retirement benefit costs and foreign exchange gains and losses.
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Income Taxes
| FY26 | FY25 | |||||||
| Income tax expense | $ | 81.7 | $ | 65.7 | ||||
| Effective tax rate with discrete items | 22.1 | % | 21.1 | % | ||||
| Effective tax rate without discrete items | 23.8 | % | 23.5 | % | ||||
Income tax expense for fiscal 2026 was $81.7 compared to $65.7 for fiscal 2025. Our effective income tax rate for fiscal 2026 was 22.1% compared to 21.1% for fiscal 2025. The effective income tax rates are different from the U.S. statutory rate due to the U.S. credits for increasing research activities and foreign-derived intangible income provision, which decrease the rate, and differences in foreign and state income taxes, which increase the rate. The effective income tax rate for fiscal 2026 of 22.1% included discrete items totaling a benefit of $6.2 which is substantially related to a benefit associated with stock-based compensation, changes in valuation allowances, and one-time adjustments to record deferred tax liabilities for foreign subsidiaries. The effective income tax rate for fiscal 2026 without these discrete items would have been 23.8%. The effective income tax rate for fiscal 2025 of 21.1% included discrete items totaling a benefit of $7.6 which is substantially related to a benefit associated with stock-based compensation, a reduction in unrecognized tax benefits due to the expiration of the statute of limitations, and benefits related to the release of a valuation allowance and an adjustment related to state remeasurements. The effective income tax rate for fiscal 2025 without these discrete items would have been 23.5%.
Global Minimum Tax
In October 2021, the Organisation for Economic Co-operation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years. The Company has performed an assessment of the potential impact to its income taxes as a result of Pillar Two. Based on the results of the assessment, the Company believes that it can avail itself of the transitional safe harbor rules in all jurisdictions in which the Company operates. We will continue to monitor both the U.S. and international legislative developments related to Pillar Two to assess for any potential impacts. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate.
One Big Beautiful Bill Act
On July 4, 2025, the U.S. enacted new legislation, Public Law No: 119-21, The One Big Beautiful Bill Act (“The Act”). The Act includes several U.S. corporate tax provisions, including restoring immediate deductibility of certain capital expenditures, restoring full expensing of domestic research and development costs, and changes in the computations of U.S. taxation on international earnings. As the Company continues to analyze the changes in tax law contained in the Act, we expect the Act to result in a favorable timing shift in our U.S. cash tax payments, with no material impact on our fiscal 2026 effective tax rate.
Segment Information
We report our financial results under two operating segments: Aerospace & Defense and Industrial. We use gross margin as the primary measurement to assess the financial performance of each reportable segment.
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Aerospace & Defense Segment:
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Net sales | $ | 788.0 | $ | 592.8 | $ | 195.2 | 32.9 | % | ||||||||
| Gross margin | $ | 320.7 | $ | 243.1 | $ | 77.6 | 31.9 | % | ||||||||
| Gross margin % | 40.7 | % | 41.0 | % | ||||||||||||
| SG&A | $ | 58.1 | $ | 42.6 | $ | 15.5 | 36.4 | % | ||||||||
| % of segment net sales | 7.4 | % | 7.2 | % | ||||||||||||
Net sales increased $195.2, or 32.9%, for fiscal 2026 compared to fiscal 2025. Commercial aerospace net sales, which consisted of $387.4 of OEM and $85.0 of distribution and aftermarket, increased by 17.8% compared to fiscal 2025 when OEM net sales were $317.8 and distribution and aftermarket net sales were $83.1. The OEM markets have continued to improve in line with build rates. Our defense market net sales, which consisted of $237.1 of OEM and $78.5 of distribution and aftermarket, increased by 64.5% compared to fiscal 2025 when OEM net sales were $146.3 and distribution and aftermarket net sales were $45.6. The increase in defense sales was led by marine, missiles and guided munitions and reflects continued growth in demand which is evident by our growing backlog. The acquisition of VACCO also contributed to the sales growth. Excluding VACCO, net sales increased by 19.1% for the Aerospace & Defense segment. Excluding VACCO, commercial net sales increased 17.3% and defense market net sales increased 22.9% compared to the same period in the prior year.
Gross margin was $320.7, or 40.7% of net sales, in fiscal 2026 compared to $243.1, or 41.0% of sales, for the same period in fiscal 2025. We anticipate additional margin expansion in the upcoming year as the growing orders for commercial products are expected to increase volumes flowing through our manufacturing facilities driving cost efficiencies. Expected synergies from the VACCO acquisition should also contribute to margin expansion. Gross margin in fiscal 2026 was affected by $13.2 of purchase accounting adjustments related to the VACCO acquisition.
Industrial Segment:
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| Net sales | $ | 1,082.9 | $ | 1,043.5 | $ | 39.4 | 3.8 | % | ||||||||
| Gross margin | $ | 509.5 | $ | 483.0 | $ | 26.5 | 5.5 | % | ||||||||
| Gross margin % | 47.0 | % | 46.3 | % | ||||||||||||
| SG&A | $ | 141.5 | $ | 136.5 | $ | 5.0 | 3.7 | % | ||||||||
| % of segment net sales | 13.1 | % | 13.1 | % | ||||||||||||
Net sales increased $39.4, or 3.8%, during fiscal 2026 compared to the same period last year. The continued strong performance was driven by the aggregate and cement, warehousing, food & beverage and grain markets, partially offset by softness in the mining & metals, power generation and oil & gas end markets. Sales to distribution and the aftermarket were $751.9 in fiscal 2026 compared to $717.4 in the prior year, a 4.8% year-over-year increase. OEM sales increased 1.5% to $331.0 for fiscal 2026 compared to $326.1 in the prior year.
Gross margin was $509.5, or 47.0% of net sales, in fiscal 2026 compared to $483.0, or 46.3% of sales, for the same period in fiscal 2025. The expansion in margin year over year was attributable to manufacturing efficiencies and product mix.
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Corporate:
| FY26 | FY25 | $ Change | % Change | |||||||||||||
| SG&A | $ | 116.5 | $ | 100.2 | $ | 16.3 | 16.3 | % | ||||||||
| % of total net sales | 6.2 | % | 6.1 | % | ||||||||||||
Corporate SG&A for fiscal 2026 increased $16.3 or 16.3% compared to fiscal 2025 due to increased spending in IT and personnel-related costs. As a percentage of net sales, Corporate SG&A was relatively flat year over year.
Liquidity and Capital Resources
Our business is capital-intensive. Our capital requirements include manufacturing equipment and materials. In addition, we have historically fueled our growth, in part, through acquisitions. We have historically met our working capital, capital expenditure requirements and acquisition funding needs through our net cash flows provided by operations, various debt arrangements and sale of equity to investors. We believe that operating cash flows and available credit under our revolving bank credit facilities will provide adequate resources to fund internal growth initiatives for the foreseeable future.
Our ability to meet future working capital, capital expenditures and debt service requirements will depend on our future financial performance, which will be affected by a range of economic, competitive and business factors, particularly interest rates, cyclical changes in our end markets and prices for steel and our ability to pass through price increases on a timely basis, many of which are outside of our control. In addition, future acquisitions could have a significant impact on our liquidity position and our need for additional funds.
From time to time, we evaluate our existing facilities and operations and their strategic importance to us. If we determine that a given facility or operation does not have future strategic importance, we may sell, relocate, consolidate or otherwise dispose of those operations. Although we believe our operations would not be materially impaired by such dispositions, relocations or consolidations, we could incur significant cash or non-cash charges in connection with them.
Liquidity
As of March 28, 2026, we had cash of $57.3, of which, approximately $33.1 was cash held by our foreign operations. We expect that our undistributed foreign earnings will be re-invested indefinitely for working capital, internal growth and acquisitions for and by our foreign subsidiaries, with the exception of our Canadian operations as there are no current plans to expand on the sales operations within that jurisdiction. As discussed in further detail below, we also have the ability to borrow money from our existing credit facilities.
Domestic Credit Facility
In fiscal 2022, RBC Bearings Incorporated, our top holding company, and our Roller Bearing Company of America, Inc. subsidiary (“RBCA”) entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), and the other lenders party thereto. The Credit Agreement provides the Company with (a) a $1,300.0 term loan (the “Term Loan”), which was used to fund a portion of the cash purchase price for the acquisition of Dodge Industrial and to pay related fees and expenses, and (b) a $500.0 revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan, the “Facilities”).
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Amounts outstanding under the Facilities generally bear interest at either, at the Company’s option, (a) a base rate determined by reference to the higher of (i) Wells Fargo’s prime lending rate, (ii) the federal funds effective rate plus 0.50% and (iii) Term SOFR (as defined in the Credit Agreement based on SOFR, the secured overnight financing rate administered by the Federal Reserve Bank of New York) plus 1.00% or (b) Term SOFR plus a credit spread adjustment of 0.10% plus a margin ranging from 0.75% to a cap of 1.75% in the case of loans under the Revolving Credit Facility and 2.00% in the case of the Term Loan depending on the Company’s consolidated ratio of total net debt to consolidated EBITDA (as defined in the Credit Agreement) from time to time. The Facilities are subject to a SOFR floor of 0.00%. As of March 28, 2026, the Company’s margin was 1.00% for SOFR loans, the commitment fee rate was 0.175%, and the letter of credit fee rate was 0.75%.
The Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $173.0 for fiscal 2027.
Originally the Revolving Credit Facility was to expire in November 2026 but on October 28, 2025, the Credit Agreement was amended to, among other things, (i) extend the expiration date of the Revolving Credit Facility to October 2030, (ii) eliminate the minimum interest coverage ratio covenant from the Credit Agreement, and (iii) reduce the margin cap within the pricing grid on Term SOFR-based loans under the Revolving Credit Facility from 2.00% to 1.75%. All amounts outstanding under the Revolving Credit Facility will be payable on its expiration date.
In connection with the amendment, new debt issuance costs totaled $1.8. Additionally, $0.6 of previously unamortized debt issuance costs associated with the Revolving Credit Facility will now be associated with the new arrangement. The total of $2.4 debt issuance costs will be amortized through the new term of October 2030. The remaining portion of original debt issuance costs associated with the Term Loan of $1.6 will continue to be amortized through the end of the Term Loan in November 2026.
The Credit Agreement requires the Company to comply with various covenants, including a maximum Total Net Leverage Ratio (as defined within the Credit Agreement) of 4.50:1.00 (provided that such maximum ratio may be increased by the Company to 0.50:1.00 for a period of 12 months after the consummation of a material acquisition (provided that there may be only one such increase in effect at any one time)). As of March 28, 2026 the Company was in compliance with all debt covenants.
The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.
The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.
As of March 28, 2026, $173.0 was outstanding under the Term Loan, $200.0 was outstanding under the Revolving Credit Facility (used to fund a portion of the purchase price for VACCO), and $3.7 of the Revolving Credit Facility was being utilized to provide letters of credit to secure the Company’s obligations relating to certain insurance programs. The Company had the ability to borrow an additional $296.3 under the Revolving Credit Facility as of March 28, 2026.
Senior Notes
In fiscal 2022, RBCA issued $500.0 aggregate principal amount of 4.375% Senior Notes due 2029 (the “Senior Notes”). The net proceeds from the issuance of the Senior Notes were approximately $492.0, after deducting initial purchasers’ discounts and commissions and offering expenses, and were used to fund a portion of the purchase price for the acquisition of Dodge.
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The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “Indenture”). The Indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly-owned domestic subsidiaries that also guarantee the Credit Agreement.
Interest on the Senior Notes accrues at a rate of 4.375% and is payable semi–annually in cash in arrears on April 15 and October 15 of each year.
The Senior Notes will mature on October 15, 2029. The Company may redeem some or all of the Senior Notes at any time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain of its assets or experiences specific kinds of changes in control, the Company must offer to purchase the Senior Notes.
Foreign Borrowing Arrangements
One of our foreign subsidiaries, Schaublin SA, has a CHF 5.0 (approximately $6.1 USD) credit line with Credit Suisse (Switzerland) Ltd. to provide future working capital, if necessary. As of March 28, 2026, $0.1 was being utilized to provide a bank guarantee. Fees associated with this credit line are nominal.
In July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF 7.1 (approximately $8.4 USD) and took out a 10-year, 2.9% fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).
Interest Rate Swap
Because the Company is exposed to market risks relating to fluctuations in interest rates, the Company maintained an interest rate swap prior to its expiration on December 30, 2025 (the “Interest Rate Swap”). At this time we have not yet determined if we will enter into a new interest rate swap arrangement.
Cross Currency Swap
The Company is exposed to foreign exchange rate fluctuations as some of our subsidiaries operate in various countries.
On August 12, 2024, the Company entered into the Cross Currency Swap with a third-party financial counterparty. The objective of the Cross Currency Swap is to economically hedge the Company’s net investment in its lower-tier European subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is based upon a net investment of CHF 69.4 ($80.0 USD) notional amount with a three-year maturity date. RBC receives a fixed U.S. dollar amount on a month-to-month basis based upon a fixed annual rate of 2.77% of the notional amount. At maturity, RBC will net-settle the principal of the Cross Currency Swap in cash with the counterparty. The Cross Currency Swap has been designated as a net investment hedge on an after-tax basis.
Preferred Stock
Prior to October 15, 2024, the Company had outstanding 4,600,000 shares of 5.00% Series A Mandatory Convertible Preferred Stock (“MCPS”) to which we paid a quarterly dividend aggregating $5.75, but on that date each then-outstanding share of the MCPS converted into 0.4413 shares of common stock, resulting in the retirement of the MCPS and the issuance of 2,029,955 shares of common stock, and the cessation of the Company paying related dividends.
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Cash Flows
Fiscal 2026 Compared to Fiscal 2025
The following table summarizes our cash flow activities:
| FY26 | FY25 | $ Change | ||||||||||
| Net cash provided by (used in): | ||||||||||||
| Operating activities | $ | 415.7 | $ | 293.6 | $ | 122.1 | ||||||
| Investing activities | (349.7 | ) | (49.8 | ) | (299.9 | ) | ||||||
| Financing activities | (43.3 | ) | (270.4 | ) | 227.1 | |||||||
| Effect of exchange rate changes on cash | (2.2 | ) | (0.1 | ) | (2.1 | ) | ||||||
| (Decrease)/increase in cash | $ | 20.5 | $ | (26.7 | ) | $ | 47.2 | |||||
During fiscal 2026, we generated cash of $415.7 from operating activities compared to $293.6 for fiscal 2025. The increase of $122.1 was the result of a $41.4 increase in net income, a $56.8 favorable change in non-cash activity and net favorable change in operating assets and liabilities of $23.9. The favorable change in operating assets and liabilities is detailed in the table below. The change in non-cash activity was driven by $8.8 more depreciation and amortization, $6.1 more stock-based compensation, $0.6 more amortization of deferred financing costs, $37.7 more deferred taxes, $0.9 more non-cash operating lease expense, $0.2 of additional losses on the disposition of assets and $2.5 more restructuring and other non-cash charges.
The following chart summarizes the impact on cash flow from operating assets and liabilities for fiscal 2026 versus fiscal 2025.
| FY26 | FY25 | |||||||
| Cash provided by (used in): | ||||||||
| Accounts receivable | $ | (19.4 | ) | $ | (53.3 | ) | ||
| Inventory | (43.7 | ) | (32.3 | ) | ||||
| Prepaid expenses and other current assets | 10.5 | (3.9 | ) | |||||
| Other noncurrent assets | (16.7 | ) | 0.5 | |||||
| Accounts payable | 1.4 | 22.2 | ||||||
| Accrued expenses and other current liabilities | (16.4 | ) | (2.3 | ) | ||||
| Other noncurrent liabilities | 24.4 | (14.7 | ) | |||||
| Total change in operating assets and liabilities | $ | (59.9 | ) | $ | (83.8 | ) | ||
During fiscal 2026, we used $349.7 for investing activities as compared to $49.8 for fiscal 2025. The increase in cash used was attributable to $276.7 used for the VACCO acquisition and a $23.3 increase in capital expenditures.
During fiscal 2026, we used cash of $43.3 for financing activities compared to $270.4 in fiscal 2025. This change was primarily attributable to $133.0 of additional proceeds received from the Revolving Credit Facility. Additionally, we had $22.0 less of payments made on the Term Loan, $17.2 less of preferred stock dividends paid, and $77.4 less of revolving credit facilities payments, partially offset by $1.8 more of financing fees paid, $10.7 less of exercises of stock-based awards, $4.9 more of repurchases of common stock, $0.5 more payments of finance lease obligations, $0.1 more repayments of notes payable and $4.5 less of proceeds received from mortgage.
Capital Expenditures
Our capital expenditures in fiscal 2026 were $73.1 compared to $49.8 in fiscal 2025. We expect to make capital expenditures of approximately 3.5% to 4.0% of net sales during fiscal 2027 in connection with our existing business. We funded our fiscal 2026 capital expenditures, and expect to fund fiscal 2027 capital expenditures, principally through existing cash and internally generated funds. We may also make substantial additional capital expenditures in connection with acquisitions.
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Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis. Estimates are used for, but not limited to, the accounting for the allowance for credit losses, valuation of inventories, goodwill and intangible assets, depreciation and amortization, income taxes and tax reserves, the valuation of options and the valuation of business combinations. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe our judgments related to these accounting estimates are appropriate. Actual results may differ from these estimates under different assumptions or conditions.
Revenue Recognition. The performance obligations for the majority of RBC’s product sales are satisfied at the point in time in which the products are shipped. The Company has determined that the customer obtains control upon shipment of the product based on the shipping terms (i.e. when it ships from RBC’s dock or when the product arrives at the customer’s dock) and recognizes revenue when control has transferred to the customer. Once a customer has obtained control, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Approximately 95% and 98% of the Company’s revenue was recognized in this manner based on sales for the fiscal years ended March 28, 2026 and March 29, 2025, respectively.
Inventory. Inventory is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. We account for inventory under a full absorption method. We record adjustments to the value of inventory based upon past sales history and forecasted plans to sell our inventories. The physical condition, including age and quality, of the inventories is also considered in establishing its valuation. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions, customer inventory levels or competitive conditions differ from our expectations.
Goodwill and Indefinite-Lived Intangible Assets. Goodwill (representing the excess of the amount paid to acquire a company over the estimated fair value of the net assets acquired) and indefinite-lived intangible assets are not amortized but instead are tested for impairment annually, or when events or circumstances indicate that the carrying value of such asset may not be recoverable. Separate tests are performed for goodwill and indefinite lived intangible assets. The Company performs the annual impairment testing during the fourth quarter of each fiscal year. We completed a quantitative test of impairment on the indefinite lived intangible assets with no impairment noted in fiscal year 2026. The determination of any goodwill impairment is made at the reporting unit level. The Company determines the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company applies the income approach (discounted cash flow method) in testing goodwill for impairment. The key assumptions used in the discounted cash flow method used to estimate fair value include gross margin, discount rate, and long-term growth rate, which is affected by expectations about future market or economic conditions. The fair value of the reporting units exceeds the carrying value by a minimum of 38.8% at each of the two reporting units. Assuming no growth in gross margin within the model would not result in impairment of goodwill for any of our reporting units. Although no changes are expected, if the actual results of the Company are less favorable than the assumptions the Company makes regarding estimated cash flows, the Company may be required to record an impairment charge in the future.
Valuation of Business Combinations. We allocate the amounts we pay for each acquisition to the assets we acquire and liabilities we assume based on their estimated fair values at the date of acquisition, including identifiable intangible assets, which either arise from a contractual or legal right or are separable from goodwill. We base the fair value of identifiable intangible assets acquired in a business combination on detailed valuations which are prepared with the assistance of a specialist and consider our best estimates of inputs and assumptions that a market participant would use. We utilize a specialist for these valuations due to the complexity and estimation uncertainty involved in determining the fair value given the significant assumptions involved. Significant assumptions utilized in the valuation models include discount rates, revenue growth rates and EBITDA margins. We allocate to goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with these acquisitions are expensed as incurred through other, net on the consolidated statements of operations.
Income Taxes. As part of the process of preparing the consolidated financial statements, we are required to estimate the income taxes in each jurisdiction in which we operate. This process involves estimating the actual current tax liabilities together with assessing temporary differences resulting from the differing treatment of items for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheets. We must then assess the likelihood that the deferred tax assets will be recovered, and to the extent that we believe that recovery is not more than likely, we are required to establish a valuation allowance. If a valuation allowance is established or increased during any period, we are required to include this amount as an expense within the tax provision in the consolidated statements of operations. Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, accrual for uncertain tax positions and any valuation allowance recognized against net deferred tax assets.
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Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, refer to Note 2.
Off-Balance Sheet Arrangements
The Company has $3.7 of outstanding standby letters of credit, all of which are under the Revolving Credit Facility. We had no significant off-balance sheet arrangements as of March 28, 2026.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks which arise during the normal course of business from changes in interest rates and foreign currency exchange rates.
Interest Rates. We currently have variable rate debt outstanding under the Term Loan and the Revolving Credit Facility. We regularly evaluate the impact of interest rate changes on our net income and cash flow and take action to limit our exposure when appropriate. During the three-year period prior to December 30, 2025, we utilized the Interest Rate Swap to fix a portion of the variable rate interest expense associated with the Term Loan, but the Company does not have an interest rate swap in place as of the date of this Annual Report.
Foreign Currency Exchange Rates. As an international company, our operations transact in the following foreign currencies:
| ● | Australia – Australian Dollar | ● | India – Rupee | ||
| ● | Canada – Canadian Dollar | ● | Mexico – Peso | ||
| ● | China – Chinese Yuan | ● | Poland – Zloty | ||
| ● | France and Germany – Euro | ● | Switzerland – Swiss Franc | ||
| ● | England – British Pound | ||||
As a result, we are exposed to risk associated with fluctuating currency exchange rates between the U.S. dollar and these currencies. Foreign currency transaction gains and losses are included in earnings. Approximately 11% of our net sales were impacted by foreign currency fluctuations in fiscal 2026 and fiscal 2025. For those countries outside the U.S. where we have sales, a strengthening in the U.S. dollar or devaluation in the local currency would reduce the value of our local inventory as presented in our consolidated financial statements. In addition, a stronger U.S. dollar or a weaker local currency would result in reduced net sales, operating profit and shareholders’ equity due to the impact of foreign exchange translation on our consolidated financial statements. The opposite would be true if the U.S. dollar were to get comparatively weaker to those foreign currencies. Fluctuations in foreign currency exchange rates may make our products more expensive or increase our operating costs, affecting our competitiveness and our profitability.
Changes in exchange rates between the U.S. dollar and other currencies and volatile economic, political and market conditions in emerging market countries have in the past adversely affected our financial performance and may in the future adversely affect the value of our assets located outside the United States and our results of operations.
We periodically enter into derivative financial instruments to reduce the effect of fluctuations in exchange rates on transactions and account balances denominated in non-functional currencies. As of March 28, 2026, the Company had the Cross Currency Swap, which is discussed in “Liquidity and Capital Resources” in Item 7 of this Annual Report.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of RBC Bearings Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RBC Bearings Incorporated (the Company) as of March 28, 2026 and March 29, 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 28, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 28, 2026 and March 29, 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 28, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 28, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 15, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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| Business Combination | ||
| Description of the Matter | As described in Notes 2 and 21 to the consolidated financial statements, the Company completed the acquisition of VACCO Industries in July 2025 for consideration of $276.7 million. This acquisition has been accounted for as a business combination.
Auditing the Company’s accounting for the acquisition was complex due to the judgmental nature and effect of the discount rate used in the determination of the estimated fair value of the customer relationship intangible assets. | |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combinations, including the control over management’s development and review of the discount rate.
To test the estimated fair value of the customer relationship intangible assets, we performed audit procedures, with the assistance of internal valuation specialists, that included, among others, assessing methodologies and testing the discount rate. We performed a sensitivity analysis of the discount rate to evaluate the changes in the fair value of the customer relationship intangible assets that would result from changes in the assumption. We also evaluated the reasonableness of the selected guideline companies used in the determination of the discount rate. |
| Revenue Recognition | ||
| Description of the Matter | The Company’s revenue was $1,870.9 million for the year ended March 28, 2026. As explained in Notes 2 and 3 to the consolidated financial statements, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferred goods or services. The majority of revenue is recognized at a point in time.
The principal consideration for determining our procedures related to revenue recognition is a critical audit matter is the extensive audit effort in planning and performing procedures related to the Company’s revenue due to the disaggregated nature of the Company’s operations. | |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the revenue process. For example, we tested management’s controls relating to the timing of revenue recognition.
We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue recognition, including determining where we would perform procedures. Our procedures included, among others, (i) assessing the completeness, accuracy, and existence of revenue recognized by testing the correlation of revenue to accounts receivable and cash, (ii) testing revenue recognized for a sample of revenue transactions during the year as well as before and after period end by obtaining and inspecting source documents, such as purchase orders, invoices and proof of shipment or delivery and (iii) confirming a sample of outstanding customer invoice balances, and for confirmations not returned, obtaining and inspecting source documents, including invoices, proof of shipment, and subsequent cash receipts, where applicable. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Hartford, Connecticut
May 15, 2026
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RBC Bearings Incorporated
Consolidated Balance Sheets
(amounts in millions, except share and per share data)
| March
28, 2026 | March
29, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Current operating lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, less current portion | ||||||||
| Noncurrent operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income/(loss) | ( | ) | ||||||
| Retained earnings | ||||||||
| Treasury stock, at cost, | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes.
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RBC Bearings Incorporated
Consolidated Statements of Operations
(amounts in millions, except share and per share data)
| Fiscal Year Ended | ||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | ||||||||||
| Net sales | $ | $ | $ | |||||||||
| Cost of sales | ||||||||||||
| Gross margin | ||||||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | ||||||||||||
| Other, net | ||||||||||||
| Total operating expenses | ||||||||||||
| Operating income | ||||||||||||
| Interest expense, net | ||||||||||||
| Other non-operating expense/(income) | ( | ) | ||||||||||
| Income before income taxes | ||||||||||||
| Provision for income taxes | ||||||||||||
| Net income | $ | $ | $ | |||||||||
| Preferred stock dividends | ||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | |||||||||
| Net income per common share attributable to common stockholders: | ||||||||||||
| Basic | $ | $ | $ | |||||||||
| Diluted | $ | $ | $ | |||||||||
| Weighted average common shares: | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
See accompanying notes.
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RBC Bearings Incorporated
Consolidated Statements of Comprehensive Income
(amounts in millions)
| Fiscal Year Ended | ||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | ||||||||||
| Net income | $ | $ | $ | |||||||||
| Pension and postretirement liability adjustments(1) | ( | ) | ||||||||||
| Change in fair value of Interest Rate Swap(2) | ( | ) | ||||||||||
| Change in fair value of Cross Currency Swap(3) | ( | ) | ( | ) | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||
| Total comprehensive income | $ | $ | $ | |||||||||
| (1) |
| (2) |
| (3) |
See accompanying notes.
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RBC Bearings Incorporated
Consolidated Statements of Stockholders’ Equity
(amounts in millions, except share data)
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated Other Comprehensive | Retained | Treasury Stock | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Earnings | Shares | Amount | Equity | |||||||||||||||||||||||||||||||
| Balance at April 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under equity incentive plans | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | |||||||||||||||||||||||||||||||||||||||
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | |||||||||||||||||||||||||||||||||||||||
| Change in fair value of Interest Rate Swap, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under equity incentive plans | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Conversion of mandatory convertible preferred stock to common stock | ( | ) | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | |||||||||||||||||||||||||||||||||||||||
| Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | |||||||||||||||||||||||||||||||||||||||
| Change in fair value of Interest Rate Swap, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Change in fair value of Cross Currency Swap, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under equity incentive plans | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Exercise of equity awards | — | |||||||||||||||||||||||||||||||||||||||
| Change in pension and post-retirement plan benefit adjustments, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of restricted stock, net of forfeitures | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of awards previously classified as liability awards | — | |||||||||||||||||||||||||||||||||||||||
| Change in fair value of Interest Rate Swap, net of tax expense of $ | — | — | — | |||||||||||||||||||||||||||||||||||||
| Change in fair value of Cross Currency Swap, net of tax benefit of $ | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 28, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||
See accompanying notes.
37
RBC Bearings Incorporated
Consolidated Statements of Cash Flows
(amounts in millions)
| Fiscal Year Ended | ||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||||||
| Amortization of deferred financing costs | ||||||||||||
| Stock-based compensation | ||||||||||||
| Noncash operating lease expense | ||||||||||||
| Loss on disposition of assets | ||||||||||||
| Restructuring and other noncash charges | ||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||||||
| Other noncurrent assets | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ||||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||||||
| Other noncurrent liabilities | ( | ) | ( | ) | ||||||||
| Net cash provided by operating activities | ||||||||||||
| Cash flows from investing activities: | ||||||||||||
| Capital expenditures | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from sale of assets | ||||||||||||
| Acquisition of businesses | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds received from revolving credit facilities | ||||||||||||
| Repayments of revolving credit facilities | ( | ) | ( | ) | ||||||||
| Repayments of term loans | ( | ) | ( | ) | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ( | ) | ||||||
| Finance fees paid in connection with credit facilities | ( | ) | ||||||||||
| Proceeds from mortgage | ||||||||||||
| Principal payments on finance lease obligations | ( | ) | ( | ) | ( | ) | ||||||
| Preferred stock dividends paid | ( | ) | ( | ) | ||||||||
| Exercise of equity awards | ||||||||||||
| Tax withholding for common stock issued under equity incentive plans | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Effect of exchange rate changes on cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash: | ||||||||||||
| Increase/(decrease) during the year | ( | ) | ( | ) | ||||||||
| Cash, at beginning of year | ||||||||||||
| Cash, at end of year | $ | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Cash paid for: | ||||||||||||
| Income taxes | $ | $ | $ | |||||||||
| Interest | ||||||||||||
See accompanying notes.
38
RBC Bearings Incorporated
Notes to Consolidated Financial Statements
(amounts in millions, except share and per share data)
1. Organization and Business
RBC
Bearings Incorporated, together with its subsidiaries, is an international manufacturer and marketer of highly engineered precision bearings,
components and essential systems for the Industrial and Aerospace & Defense markets, which are integral to the manufacture and operation
of most machines, aircraft and mechanical systems, to reduce wear to moving parts, facilitate proper power transmission, reduce damage
and energy loss caused by friction and control pressure and flow. The terms “we,” “us,” “our,” “RBC”
and the “Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning. While
we manufacture products in all major categories, we focus primarily on highly technical or regulated bearing products and engineered
products for specialized markets that require sophisticated design, testing and manufacturing capabilities. We believe our unique expertise
has enabled us to garner leading positions in many of the product markets in which we primarily compete. Over the past 21 years, we have
broadened our end markets, products, customer base and geographic reach. We currently have
The
Company operates in
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of RBC Bearings Incorporated and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The
Company has a fiscal year consisting of
End market and channel sales within our segments are based on internal definitions and metrics considered by management and are periodically reviewed and updated prospectively. Certain amounts reported in previous years have been reclassified to conform to the fiscal year 2026 presentation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used for, but not limited to, the accounting for the allowance for credit losses, valuation of inventories, goodwill and intangible assets, depreciation and amortization, income taxes and tax reserves, purchase price allocation for acquired assets and liabilities, and the valuation of options.
Revenue Recognition
A contract with a customer exists when there is commitment and approval from both parties involved, the rights of the parties are identified, payment terms are defined, the contract has commercial substance, and collectability of consideration is probable. The Company has determined that the contract with the customer is established when the customer purchase order is accepted or acknowledged. LTAs are used by the Company and certain of its customers to reduce their supply uncertainty for a period of time, typically multiple years. While these LTAs define commercial terms including pricing, termination rights and other contractual requirements, they do not represent the contract with the customer for revenue recognition purposes.
When the Company accepts or acknowledges a customer purchase order, the type of good or service is defined on a line-by-line basis. The majority of the Company’s revenue relates to the sale of goods and contains a single performance obligation for each distinct good. The remainder of the Company’s revenue from customers is generated from services performed. These services include repair and refurbishment work performed on customer-controlled assets as well as design and test work.
39
Transaction price reflects the amount of consideration that the Company expects to be entitled to in exchange for transferred goods or services. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied. The Company generally sells products and services with observable standalone selling prices.
The performance obligations for the majority of RBC’s product sales are satisfied at the point in time in which the products are shipped. The Company has determined that the customer obtains control upon shipment of the product based on the shipping terms (i.e. when it ships from RBC’s dock or when the product arrives at the customer’s dock) and recognizes revenue when control has transferred to the customer. Once a customer has obtained control, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset.
The Company has determined performance obligations are satisfied over time for customer contracts where RBC provides services to customers and also for a limited number of product sales. RBC has determined revenue recognition over time is appropriate for our service revenue contracts as they create or enhance an asset that the customer controls throughout the duration of the contract. Revenue recognition over time is appropriate for customer contracts with product sales in which the product sold has no alternative use to RBC without significant economic loss and an enforceable right to payment exists, including a normal profit margin from the customer, in the event of contract termination. For both of these types of contracts, revenue is recognized over time based on the extent of progress towards completion of the performance obligation. The Company utilizes the cost-to-cost measure of progress for over-time revenue recognition contracts as the Company believes this measure best depicts the transfer of control to the customer, which occurs as the Company incurs costs on contracts. Revenues, including profits, are recorded proportionally as costs are incurred. Costs to fulfill include labor, materials, subcontractors’ costs, and other direct and indirect costs.
Contract costs are the incremental costs of obtaining and fulfilling a contract (i.e., costs that would not have been incurred if the contract had not been obtained) to provide goods and services to customers. Contract costs largely consist of design and development costs for molds, dies and other tools that RBC will own and that will be used in producing the products under the supply arrangements. These contract costs are amortized to expense on a systematic and rational basis over a period consistent with the transfer to the customer of the goods or services to which the asset relates and are recorded in cost of sales. Costs incurred to obtain a contract are primarily related to sales commissions and are expensed as incurred. These costs are included within selling, general and administrative costs on the consolidated statements of operations.
In certain contracts, the Company facilitates shipping and handling activities after control has transferred to the customer. The Company has elected to record all shipping and handling activities as costs to fulfill a contract. In situations where the shipping and handling costs have not been incurred at the time revenue is recognized, the estimated shipping and handling costs are accrued.
Cash
The Company maintains its cash accounts with various global institutions and has not experienced any losses in such accounts. The Company performs periodic evaluations of the relative credit standing of its financial institutions and monitors the amount of exposure.
Accounts Receivable, Net and Concentration of Credit Risk
Accounts receivable include amounts billed and currently due from customers. The amounts due are stated at their estimated net realizable value. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. The Company uses an expected credit loss model to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses considers historical information, current information and reasonable and supportable forecasts, including estimates of prepayments. Financial instruments with similar risk characteristics are grouped together when estimating expected credit losses. The Company will write off accounts receivable after reasonable collection efforts have been made and the accounts are deemed uncollectible.
The
Company sells to a large number of OEMs and distributors who service the aftermarket. The Company’s credit risk associated
with accounts receivable is minimized due to its customer base and wide geographic dispersion. The Company performs ongoing credit evaluations
of its customers’ financial condition and generally does not require collateral or charge interest on outstanding amounts. The
Company had concentrations of credit risk with no individual customer greater than
40
Inventory
Inventory is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The Company accounts for inventory under a full absorption method, and records adjustments to the value of inventory based upon past sales history and forecasted plans to sell our inventories. The physical condition, including age and quality, of the inventories is also considered in establishing its valuation. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions, customer inventory levels or competitive conditions differ from our expectations.
Contract Assets
Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled amount is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is applied and (2) such revenue exceeds the amount invoiced to the customer. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, shipment of specified units, or completion of a contract. Contract assets are included within prepaid expenses and other current assets or other noncurrent assets on the consolidated balance sheets.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation and amortization of property, plant and equipment, is recorded using the straight-line method over the estimated useful lives of the respective assets. Depreciation of assets is reported within depreciation and amortization. Expenditures for normal maintenance and repairs are charged to expense as incurred.
The estimated useful lives of the Company’s property, plant and equipment are as follows:
| Buildings and improvements | ||
| Machinery and equipment | ||
| Leasehold improvements |
Cloud Computing Arrangements
Cloud computing arrangements are recorded in prepaids and other current assets and are amortized over the life of the service agreement, inclusive of renewal periods that are reasonably certain to be exercised. The related amortization expense is recorded within selling, general and administrative expenses on the consolidated statements of operations. Implementation costs associated with these cloud computing arrangements are capitalized dependent on the nature of the costs and the project stage which they are incurred. Preliminary project phase costs are expensed, costs in the application development stage are capitalized and costs associated with the post-implementation phase are expensed as incurred.
Leases
The Company determines if an arrangement is a lease at contract inception. For leases where the Company is the lessee, it recognizes lease assets and related lease liabilities at the lease commencement date based on the present value of lease payments over the lease term. The lease term is the noncancellable period for which a lessee has the right to use an underlying asset, including periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. For renewal options, the Company performs an assessment at commencement if it is reasonably likely to exercise the option. The assessment is based on the Company’s intentions, past practices, estimates and factors that create an economic incentive for the Company. While some of the Company’s leases include options allowing early termination of the lease, the Company historically has not terminated its lease agreements early unless there is an economic, financial or business reason to do so; therefore, the Company does not typically consider the termination option in its lease term at commencement.
Most of the Company’s leases do not provide an implicit interest rate. As a result, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.
41
Subsequent to the initial measurement, the lease liability continues to be measured at the present value of unpaid lease payments throughout the lease term. The lease liability is remeasured if the lease is modified and the modification is not accounted for as a separate contract, there is a change in the assessment of the lease term, the assessment of a purchase option exercise or the amount probable of being owed under a residual value guarantee, or a contingency is resolved resulting in some or all of the variable lease payments becoming fixed payments. Subsequent to the initial measurement, the right-of-use asset for a finance lease is equivalent to the initial measurement less accumulated amortization and any accumulated impairment losses. Generally, amortization of finance leases is recorded to cost of sales or SG&A on a straight-line basis over the lease term. Subsequent to initial measurement, the right-of-use asset for an operating lease is equivalent to initial measurement less accumulated amortization.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill
(representing the excess of the amount paid to acquire a company over the estimated fair value of the net assets acquired) and indefinite-lived
intangible assets are not amortized but instead are tested for impairment annually, or when events or circumstances indicate that the
carrying value of such asset may not be recoverable. Separate tests are performed for goodwill and indefinite lived intangible assets.
The Company performs the annual impairment testing during the fourth quarter of each fiscal year. We completed a quantitative test of
impairment on the indefinite lived intangible assets with no impairment noted in fiscal year 2026. The determination of any goodwill
impairment is made at the reporting unit level. The Company determines the fair value of a reporting unit and compares it to its carrying
amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized for the amount by which
the carrying amount exceeds the reporting unit’s fair value. The Company applies the income approach (discounted cash flow method)
in testing goodwill for impairment. The key assumptions used in the discounted cash flow method used to estimate fair value are gross
margin, discount rate, and long-term growth rate, which is affected by expectations about future market or economic conditions. The fair
value of the reporting units exceeds the carrying value by a minimum of
Contract Liabilities
Contract liabilities can arise from a customer advance or deposit prior to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied, a contract liability is established. In addition, contract liabilities can arise from our over-time revenue contracts when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities are included within accrued expenses and other current liabilities or other noncurrent liabilities on the consolidated balance sheets until the respective revenue is recognized. Advance payments are not considered a significant financing component as the timing of the transfer of the related goods or services is at the discretion of the customer.
Income Taxes
The Company accounts for income taxes using the liability method, which requires it to recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences between the financial statement and tax reporting bases of assets and liabilities to the extent that they are realizable. Deferred tax expense (benefit) results from the net change in deferred tax assets and liabilities during the year. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company is exposed to certain tax contingencies in the ordinary course of business and records those tax liabilities in accordance with the guidance for accounting for uncertain tax positions.
Temporary differences relate primarily to the timing of deductions for depreciation, stock-based compensation, goodwill amortization relating to the acquisition of operating divisions, amortization of intangible assets, basis differences arising from acquisition accounting, pension and retirement benefits, and various accrued and prepaid expenses. Deferred tax assets and liabilities are recorded at the rates expected to be in effect when the temporary differences are expected to reverse.
42
Global Minimum Tax
In
October 2021, the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining
the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of
Net Income Per Share Attributable to Common Stockholders
Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding.
Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares and dilutive common share equivalents then outstanding using the treasury stock method. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options, the vesting of restricted shares, contingently issuable shares related to performance-based awards and the conversion of MCPS (i.e., our outstanding preferred stock) to common shares. We exclude outstanding stock options, stock awards, contingently issuable shares related to performance-based awards and the MCPS from the calculations if the effect would be anti-dilutive.
The
Company issued
Because the MCPS is no longer outstanding, the Company no longer pays dividends on the MCPS.
For
the fiscal years ended March 29, 2025 and March 30, 2024, the effect of assuming the conversion of the
For
the fiscal year ended March 28, 2026,
43
The table below reflects the calculation of weighted-average shares outstanding for each period presented as well as the computation of basic and diluted net income per share attributable to common stockholders.
| Fiscal Year Ended | ||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | ||||||||||
| Net income | $ | $ | $ | |||||||||
| Preferred stock dividends | ||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | |||||||||
| Denominator: | ||||||||||||
| Denominator for basic net income per share attributable to common stockholders — weighted-average shares outstanding | ||||||||||||
| Effect of dilution due to contingently issuable shares related to performance-based awards | ||||||||||||
| Effect of dilution due to employee stock awards | ||||||||||||
| Denominator for diluted net income per share attributable to common stockholders — weighted-average shares outstanding | ||||||||||||
| Basic net income per share attributable to common stockholders | $ | $ | $ | |||||||||
| Diluted net income per share attributable to common stockholders | $ | $ | $ | |||||||||
Impairment of Long-Lived Assets
The Company assesses the net realizable value of its long-lived assets and evaluates such assets for impairment whenever indicators of impairment are present. For amortizable long-lived assets to be held and used, if indicators of impairment are present, management determines whether the sum of the estimated undiscounted future cash flows is less than the carrying amount. The amount of asset impairment, if any, is based on the excess of the carrying amount over its fair value, which is estimated based on projected discounted future operating cash flows using a discount rate reflecting the Company’s average cost of funds.
During
each of fiscal 2026, 2025 and 2024, the Company ceased use of certain assets and recorded impairment charges. In fiscal 2026 the
Company recorded impairment charges of $
These impairment charges were recorded in other, net on the Company’s consolidated statements of operations.
Long-lived assets to be disposed of by sale or other means are reported at the lower of carrying amount or fair value, less costs to sell.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s foreign operations are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Results of operations are translated using the average exchange rate prevailing throughout the period. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities from their functional currencies to the reporting currency are included in accumulated other comprehensive income/(loss), while gains and losses resulting from foreign currency transactions are included in other non-operating expense (income).
Research and Development
Costs
are incurred in connection with efforts aimed at discovering and implementing new knowledge that is critical to developing new products,
processes or services, significantly improving existing products or services, and developing new applications for existing products and
services. Research and development costs for the creation of new and improved products, processes and services were approximately $
44
Derivative Instruments
The Company recognizes all derivates on the Consolidated Balance Sheet at fair value. Derivative instruments that are not designated as hedges are adjusted to fair value through earnings. Currently the Company does not hold any instruments that are not designated as hedges. If the derivative is designated and qualifies as a hedge, depending on the nature of the hedge, changes in fair value will offset the change in fair value of the hedged assets or liabilities through earnings or recognized in accumulated other comprehensive income/(loss). As of March 28, 2026, the only instrument held by the Company is the Cross Currency Swap (CCS). This instrument is designated as a net investment hedge on an after-tax basis. The Company previously had an interest rate swap that ended in December 2025.
The
objective of the Cross Currency Swap is to economically hedge the Company’s net investment in its lower-tier European subsidiary,
Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate. The Cross Currency Swap is based upon a net investment
of CHF
Accumulated Other Comprehensive Income/(Loss)
The components of comprehensive income/(loss) that relate to the Company are net income, foreign currency translation adjustments, changes in the fair value of derivatives and pension plan and postretirement benefits, all of which are presented in the consolidated statements of stockholders’ equity and comprehensive income/(loss).
The following summarizes the activity within each component of accumulated other comprehensive income/(loss), net of taxes:
| Currency Translation | Change
in Fair Value of Interest Rate Swap | Change
in Fair Value of Cross Currency Swap | Pension
and Postretirement Liability | Total | ||||||||||||||||
| Balance at March 29, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Reclassification to net income | ( | ) | ( | ) | ||||||||||||||||
| Change in pension and postretirement liability | ( | ) | ( | ) | ||||||||||||||||
| Net gain on foreign currency translation | ||||||||||||||||||||
| Gain on Interest Rate Swap, net of taxes | ||||||||||||||||||||
| Loss on Cross Currency Swap, net of taxes | ( | ) | ( | ) | ||||||||||||||||
| Net current period other comprehensive income | ( | ) | ( | ) | ||||||||||||||||
| Balance at March 28, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
45
Stock-Based Compensation
The Company recognizes stock-based compensation cost relating to all stock-based payment transactions in the financial statements based upon the grant-date fair value of the instruments issued over the requisite service period. The fair value of each option grant was estimated on the date of grant using the Black-Scholes pricing model. The Company estimates expected forfeitures at the grant date and recognizes stock-based compensation costs, accordingly. The Company also recognizes stock-based compensation cost relating to restricted stock awards that are earned by employees prior to being granted as liability awards.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. As of March 28, 2026, the Company has updated our disclosure to comply with the updated requirements. Refer to “Note 15: Income Taxes” for additional information.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. As of March 28, 2026, the Company is evaluating the impact the standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal Use Software. The new standard amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. As of March 28, 2026, the Company is evaluating the impact the standard will have on its consolidated financial statements.
Other new pronouncements issued but not effective until after March 28, 2026 are not expected to have a material impact on our financial position, results of operations or liquidity.
3. Revenue from Contracts with Customers
Disaggregation of Revenue
The following table disaggregates total revenue by end market which is how we view our reportable segments (see Note 19):
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 |
March
29, 2025 |
March
30, 2024 |
||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| $ | $ | $ | ||||||||||
The following table disaggregates total revenue by geographic origin:
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| United States | $ | $ | $ | |||||||||
| International | ||||||||||||
| $ | $ | $ | ||||||||||
46
The following table illustrates the approximate percentage of revenue recognized for performance obligations satisfied over time versus the amount of revenue recognized for performance obligations satisfied at a point in time:
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| Point-in-time | % | % | % | |||||||||
| Over time | % | % | % | |||||||||
| % | % | % | ||||||||||
Remaining Performance Obligations
Remaining
performance obligations represent the transaction price of orders meeting the definition of a contract in ASC Topic 606 for
which work has not been performed or has been partially performed and excludes unexercised contract options. The duration of the majority
of our contracts, as defined by ASC Topic 606, is less than one year. The Company has elected to apply the practical expedient, which
allows companies to exclude remaining performance obligations with an original expected duration of one year or less. The aggregate amount
of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was
approximately $
Contract Balances
The timing of revenue recognition, invoicing and cash collections affect accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the consolidated balance sheets. These assets and liabilities are reported on the consolidated balance sheets on an individual contract basis at the end of each reporting period.
Contract Assets - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled amount is recorded to reflect revenue that is recognized when (1) the cost-to-cost method is applied and (2) such revenue exceeds the amount invoiced to the customer. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, shipment of specified units, or completion of a contract. Contract assets are included within prepaid expenses and other current assets or other noncurrent assets on the consolidated balance sheets.
As
of March 28, 2026 and March 29, 2025, current contract assets were $
Contract Liabilities - Contract liabilities can arise from a customer advance or deposit prior to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied, a contract liability is established. In addition, contract liabilities can arise from our over-time revenue contracts when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities are included within accrued expenses and other current liabilities or other noncurrent liabilities on the consolidated balance sheets until the respective revenue is recognized. Advance payments are not considered a significant financing component as the timing of the transfer of the related goods or services is at the discretion of the customer.
As
of March 28, 2026 and March 29, 2025, current contract liabilities were $
As
of March 28, 2026 and March 29, 2025, noncurrent contract liabilities were $
47
Variable Consideration
The
amount of consideration to which the Company expects to be entitled in exchange for the goods and services is not generally subject to
significant variations. However, the Company does offer certain customers rebates, prompt payment discounts, end-user discounts, the
right to return eligible products, and/or other forms of variable consideration. The Company estimates this variable consideration using
the expected value amount, which is based on historical experience. The Company includes estimated amounts in the transaction price to
the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved. The Company adjusts the estimate of revenue at the earlier of when the amount of consideration
the Company expects to receive changes or when the consideration becomes fixed. Accrued customer rebates were $
4. Fair Value
Fair value is defined as the price that would be expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB provides accounting rules that classify the inputs used to measure fair value into the following hierarchy:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 – Unobservable inputs for the asset or liability.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
As a result of the occurrence of triggering events such as purchase accounting for acquisitions, the Company measures certain assets and liabilities based on Level 3 inputs.
Financial Instruments
The Company’s financial instruments consist primarily of cash, accounts receivable, trade accounts payable, short-term borrowings, long-term debt, and derivatives in the form of a cross-currency swap.
Due to their short-term nature, the carrying value of cash, accounts receivable, trade accounts payable, accrued expenses and short-term borrowings are a reasonable estimate of their fair value. Long-term assets held on our balance sheets related to benefit plan obligations are measured at fair value.
The
fair value of the Company’s long-term fixed-rate debt, based on quoted market prices, was $
The
fair value of the Cross Currency Swap was a liability of $
The Company does not believe it has significant concentrations of risk associated with the counterparties to its financial instruments.
5. Allowance for Credit Losses
The activity in the allowance for credit losses consists of the following:
| Fiscal Year Ended | Balance
at Beginning of Year | Additions | Other* | Write-offs | Balance
at End of Year | |||||||||||||||
| March 28, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| March 29, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| March 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| * |
48
6. Inventory, Net
The major classes of inventories are summarized below:
| March 28, 2026 | March 29, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Less: inventory reserves | ( | ) | ( | ) | ||||
| $ | $ | |||||||
7. Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following:
| March
28, 2026 | March
29, 2025 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation
expense was $
8. Leases
The Company enters into leases for manufacturing facilities, warehouses, sales offices, information technology equipment, plant equipment, vehicles and certain other equipment with varying end dates from April 2026 to March 2043, including renewal options.
The following table represents the impact of leasing on the consolidated balance sheets:
| Assets: | Balance Sheet Classification | March 28, 2026 | March 29, 2025 | ||||||||
| Operating lease assets | $ | $ | |||||||||
| Finance lease right of use assets, net | |||||||||||
| Total leased assets, net | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Current operating lease liabilities | $ | $ | |||||||||
| Current finance lease liabilities | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Noncurrent finance lease liabilities | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
49
For
the year ended March 28, 2026, $
Cash
paid associated with operating lease liabilities was $
Cash
paid associated with finance lease liabilities was $
Total operating lease expense was $
Total finance lease expense was $
Future undiscounted lease payments for the remaining lease terms as of March 28, 2026, including renewal options reasonably certain of being exercised, are as follows:
| Operating Leases | Finance Leases | |||||||
| Within one year | $ | $ | ||||||
| One to two years | ||||||||
| Two to three years | ||||||||
| Three to four years | ||||||||
| Four to five years | ||||||||
| Thereafter | ||||||||
| Total future undiscounted lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total lease liabilities | $ | $ | ||||||
50
The
weighted-average remaining lease term on March 28, 2026 for our operating leases is
The
weighted-average remaining lease term on March 28, 2026 for our finance leases is
9. Goodwill and Intangible Assets
Goodwill
Goodwill balances, by segment, consist of the following:
| Aerospace & Defense | Industrial | Total | ||||||||||
| March 30, 2024 | $ | $ | $ | |||||||||
| Translation adjustments | ( | ) | ( | ) | ||||||||
| March 29, 2025 | $ | $ | $ | |||||||||
| Acquisition (1) | ||||||||||||
| Translation adjustments | ||||||||||||
| March 28, 2026 | $ | $ | $ | |||||||||
| (1) |
Intangible Assets
The table below summarizes the net book value and weighted average useful lives of our intangible assets.
| Weighted | March 28, 2026 | March 29, 2025 | ||||||||||||||||||
| Average Useful Lives (Years) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||
| Product approvals | $ | $ | $ | $ | ||||||||||||||||
| Customer relationships and lists(1) | ||||||||||||||||||||
| Trade names(1) | ||||||||||||||||||||
| Patents and trademarks | ||||||||||||||||||||
| Domain names | ||||||||||||||||||||
| Internal-use software(1) | ||||||||||||||||||||
| Other(1) | ||||||||||||||||||||
| Non-amortizable repair station certifications | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
| (1) |
Amortization
expense for definite-lived intangible assets during fiscal years 2026, 2025 and 2024 was $
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| 2032 and thereafter |
51
10. Accrued Expenses and Other Current Liabilities
The significant components of accrued expenses and other current liabilities are as follows:
| March
28, 2026 | March
29, 2025 | |||||||
| Employee compensation and related benefits | $ | $ | ||||||
| Taxes | ||||||||
| Contract liabilities | ||||||||
| Accrued rebates | ||||||||
| Workers compensation and insurance | ||||||||
| Current finance lease liabilities | ||||||||
| Interest | ||||||||
| Legal | ||||||||
| Returns and warranties | ||||||||
| Other | ||||||||
| $ | $ | |||||||
11. Debt
Domestic Credit Facility
The
Credit Agreement, which was entered into in fiscal 2022 and amended in fiscal 2023 and again on October 28, 2025, provides the Company
with (a) the $
The
Term Loan matures in November 2026 and amortizes in quarterly installments with the balance payable on the maturity date. The Company
can elect to prepay some or all of the outstanding balance from time to time without penalty, which will offset future quarterly amortization
installments. Due to prepayments previously made, the required future principal payments on the Term Loan are $
Originally
the Revolving Credit Facility was to expire in November 2026 but on October 28, 2025, the Credit Agreement was amended to, among other
things, (i) extend the expiration date of the Revolving Credit Facility to October 2030, (ii) eliminate the minimum interest coverage
ratio covenant from the Credit Agreement, and (iii) reduce the margin cap within the pricing grid on Term SOFR-based loans under the
Revolving Credit Facility from
In
connection with the amendment, new debt issuance costs totaled $
The Credit Agreement allows the Company to, among other things, make distributions to stockholders, repurchase its stock, incur other debt or liens, or acquire or dispose of assets provided that the Company complies with certain requirements and limitations of the Credit Agreement.
The Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement, and the Company’s obligations and the domestic subsidiaries’ guaranty are secured by a pledge of substantially all of the assets of the Company and its domestic subsidiaries.
52
As
of March 28, 2026, $
Senior Notes
In
fiscal 2022, RBCA issued $
The Senior Notes were issued pursuant to an indenture with Wilmington Trust, National Association, as trustee. This indenture contains covenants limiting the ability of the Company to (i) incur additional indebtedness or guarantee indebtedness, (ii) declare or pay dividends, redeem stock or make other distributions to stockholders, (iii) make investments, (iv) create liens or use assets as security in other transactions, (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of its assets, (vi) enter into transactions with affiliates, and (vii) sell or transfer certain assets. These covenants contain various exceptions, limitations and qualifications. At any time that the Senior Notes are rated investment grade, certain of these covenants will be suspended.
The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by RBC Bearings and certain of RBCA’s existing and future wholly-owned domestic subsidiaries that also guarantee the Credit Agreement.
Interest
on the Senior Notes accrues at a rate of
The
Senior Notes will mature on
Foreign Borrowing Arrangements
One
of our foreign subsidiaries, Schaublin SA, has a CHF
In
July 2024, Swiss Tool Systems, one of our foreign subsidiaries, purchased the building where it operates for CHF
The balances payable under all borrowing facilities are as follows:
| March
28, 2026 | March
29, 2025 | |||||||
| Revolver and term loan facilities | $ | $ | ||||||
| Senior notes | ||||||||
| Debt issuance cost | ( | ) | ( | ) | ||||
| Other | ||||||||
| Total debt | ||||||||
| Less: current portion | ||||||||
| Long-term debt | $ | $ | ||||||
Contractual maturities of debt, as of March 28, 2026 are as follows:
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| 2032 and thereafter |
12. Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest rates and foreign exchange rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income/(loss), depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income/(loss) are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes.
53
On
August 12, 2024, the Company entered into a three-year pay Swiss franc fixed/receive U.S. dollar fixed, Cross Currency Swap with a
third-party financial counterparty. The objective of the Cross Currency Swap is to economically hedge the Company’s net
investment in its lower-tier European subsidiary, Schaublin, against adverse changes in the Swiss franc/U.S. dollar exchange rate.
The Cross Currency Swap is based upon a net investment of CHF
13. Other Noncurrent Liabilities
The significant components of other noncurrent liabilities consist of:
| March
28, 2026 | March
29, 2025 | |||||||
| Other postretirement benefits | $ | $ | ||||||
| Noncurrent income tax liability | ||||||||
| Deferred compensation | ||||||||
| Contract liabilities | ||||||||
| Noncurrent finance lease liabilities | ||||||||
| Other | ||||||||
| $ | $ | |||||||
14. Employee Benefit Plans
Noncontributory Defined Benefit Pension Plan
At March 28, 2026, the Company had one consolidated noncontributory defined benefit pension plan (the “Plan”) covering current and former union employees in its Heim division plant in Fairfield, Connecticut, its Precision Products subsidiary plant in Plymouth, Indiana and former union employees of the Tyson subsidiary in Glasgow, Kentucky and the Nice subsidiary in Kulpsville, Pennsylvania.
The
discount rates used in determining the funded status of the Plan as of March 28, 2026 and March 29, 2025 were
The
funded status of the Plan and the amount recognized in the balance sheet at March 28, 2026 and March 29, 2025 were $
54
Foreign Pension Plans
Two
of the Company’s foreign operations, Schaublin and Swiss Tool, sponsor pension plans for their approximately
401(k) Plans
The
Company has defined contribution plans under Section 401(k) of the Internal Revenue Code for all of its employees not covered by
a collective bargaining agreement. Employer contributions under this plan, ranging from
Supplemental Executive Retirement Plan
The
Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for a select group of senior management
employees. The SERP is a deferred compensation plan which allows eligible employees to elect to defer up to
Defined Benefit Health Care Plans
The
Company, for the benefit of current and former union employees at its Heim, West Trenton, Plymouth and PIC facilities and former union
employees of its Tyson and Nice subsidiaries, sponsors contributory defined benefit health care plans that provide postretirement medical
and life insurance benefits to union employees who have attained certain age and/or service requirements while employed by the Company.
The plans are unfunded and costs are paid as incurred. Postretirement benefit obligations were $
15. Income Taxes
Income before income taxes for the Company’s domestic and foreign operations is as follows:
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| Domestic | $ | $ | $ | |||||||||
| Foreign | ||||||||||||
| Total income before income taxes | $ | $ | $ | |||||||||
The provision for income taxes consists of the following:
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| Current tax expense: | ||||||||||||
| Federal | $ | $ | $ | |||||||||
| State | ||||||||||||
| Foreign | ||||||||||||
| Deferred tax expense: | ||||||||||||
| Federal | ( | ) | ( | ) | ||||||||
| State | ( | ) | ( | ) | ( | ) | ||||||
| Foreign | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||||
| Total income taxes | $ | $ | $ | |||||||||
55
An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows:
| Fiscal Year Ended (1) | ||||||||
| March 28, 2026 | ||||||||
| Amount | Percent | |||||||
| Income taxes using U.S. federal statutory rate | $ | % | ||||||
| State and local income taxes, net of federal benefit (2) | ||||||||
| Foreign tax effects | ||||||||
| Effect of tax law changes in period | ||||||||
| Effect of cross-border tax laws | ||||||||
| Foreign derived intangible income (FDII) | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Tax credits | ( | ) | ( | ) | ||||
| Changes in valuation allowance | ||||||||
| Nontaxable or nondeductible items | ||||||||
| Stock-based compensation | ( | ) | ( | ) | ||||
| 162m limitation on executive compensation | ||||||||
| Changes in unrecognized tax benefits | ||||||||
| $ | % | |||||||
| (1) |
| (2) |
| Fiscal Year Ended (1) | ||||||||
| March
29, 2025 | March
30, 2024 | |||||||
| Income taxes using U.S. federal statutory rate | $ | $ | ||||||
| State income taxes, net of federal benefit | ||||||||
| Stock-based compensation | ( | ) | ||||||
| Foreign rate differential | ||||||||
| Research and development credits | ( | ) | ( | ) | ||||
| Company-owned life insurance | ( | ) | ( | ) | ||||
| Foreign derived intangible income (FDII) | ( | ) | ( | ) | ||||
| U.S. unrecognized tax positions | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Other - net | ||||||||
| $ | $ | |||||||
| (1) |
56
Net deferred tax assets (liabilities) are comprised of the following:
| March
28, 2026 | March
29, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Pension and postretirement benefits | $ | $ | ||||||
| Employee compensation accruals | ||||||||
| Inventory reserves | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Stock compensation | ||||||||
| Tax loss and credit carryforwards | ||||||||
| State tax | ||||||||
| Other accrued liabilities | ||||||||
| Capitalized research and development costs | ||||||||
| Other | ||||||||
| Total gross deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Property, plant and equipment | $ | ( | ) | $ | ( | ) | ||
| Operating lease assets | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Intangible assets | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| Total net deferred liabilities | $ | ( | ) | $ | ( | ) | ||
The Company evaluates deferred tax assets to ensure that the estimated
future taxable income will be sufficient in character (i.e. capital versus ordinary income treatment), amount and timing to result in
their recovery. After considering the positive and negative evidence, a valuation allowance has been recorded on foreign tax credits and
on certain state and foreign credits and net operating losses as it is more likely than not (i.e., greater than a 50% likelihood)
that these items will not be utilized. For the Company’s fiscal year ended March 28, 2026 the valuation allowance increased by $
At
March 28, 2026, the Company had State net operating loss carryovers in different jurisdictions at varying amounts up to $
Under
accounting standards (ASC 740) a deferred tax liability is not recorded for the excess of the tax basis over the financial reporting
(book) basis of an investment in a foreign subsidiary if the indefinite reinvestment criteria is met. The Tax Cuts and Jobs Act (TCJA)
required a mandatory deemed repatriation of certain undistributed earnings of the Company’s foreign subsidiaries as of December
31, 2017, and income taxes were accrued accordingly. If these deemed repatriated earnings were distributed in the form of cash dividends,
the Company would not be subject to additional U.S. income taxes, other than tax arising from the movement of foreign exchange rates
on previously taxed earnings, but could be subject to foreign income and withholding taxes. A provision had not been made for additional
U.S. and foreign taxes at March 28, 2026 on approximately $
57
Uncertain Tax Positions
Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the consolidated financial statements. If recognized, substantially all of the unrecognized tax benefits for the Company’s fiscal years ended March 28, 2026 and March 29, 2025 would affect the effective income tax rate.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| Balance, beginning of year | $ | $ | $ | |||||||||
| Gross increases (decreases) – tax positions taken during a prior period | ( | ) | ||||||||||
| Gross increases – tax positions taken during the current period | ||||||||||||
| Reductions due to lapse of the applicable statute of limitations | ( | ) | ( | ) | ( | ) | ||||||
| Balance, end of year | $ | $ | $ | |||||||||
The
Company recognizes the interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company recognized
an expense of $
The
Company believes it is reasonably possible that some of its unrecognized tax positions may be effectively settled by the end of the Company’s
fiscal year ending March 28, 2026, due to the closing of audits and the statute of limitations expiring in various jurisdictions. The
decrease, pertaining primarily to federal and state credits and state tax, is estimated to be $
The Company files income tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including the fiscal year ending April 1, 2023, although certain tax credits generated in earlier years are open under statute from March 29, 2008. The Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for years ending before April 1, 2023.
Disclosure Of Income Taxes Paid
| Fiscal Year Ended | ||||
| March
28, 2026 | ||||
| Federal | $ | |||
| State | ||||
| Foreign | ||||
| Total cash paid for income taxes, net of refunds | $ | |||
The
company paid $
16. Stockholders’ Equity
Preferred Stock
We
are authorized to issue
In
fiscal 2022, we completed an offering of
58
Holders
of MCPS received cash dividends at the annual rate of
On
October 15, 2024,
The dividend on the MCPS that accrued through the conversion date was paid on the conversion date to holders of record on October 1, 2024 and therefore was not factored into the conversion rate.
The
Company issued
Common Stock
We
are authorized to issue
Long-Term Equity Incentive Plans
The
Company’s long-term equity incentive plans (the “Equity Plans”) provide for grants of stock options, stock appreciation
rights, restricted stock and performance awards to directors, officers and other employees and persons who engage in services for the
Company. The purpose of the Equity Plans is to provide these individuals with incentives to maximize stockholder value and otherwise
contribute to the Company’s success and to enable the Company to attract, retain and reward the best available persons for positions
of responsibility.
Stock
Options. Under the Equity Plans, the Compensation Committee or the Board may approve the award of non-qualified stock options. The
Compensation Committee may not, however, approve an award to any one person (other than Dr. Michael J. Hartnett) in any calendar year
for options to purchase common stock equal to more than
Restricted
Stock. Under the Equity Plans, the Compensation Committee may approve the award of restricted stock subject to the conditions and
restrictions, and for the duration that it determines in its discretion. Under each of the 2017 and 2021 Equity Plans, the number of
shares that may be used for restricted stock awards may not exceed
59
Performance Awards. The Compensation Committee may approve performance awards contingent upon achievement by the recipient, or by the Company, of set goals and objectives regarding specified performance criteria, over a specified performance cycle. Awards may include specific dollar-value target awards, performance units the value of which is established at the time of grant, and/or performance shares the value of which is equal to the fair market value of a share of common stock on the date of grant. The value of a performance award may be fixed or fluctuate on the basis of specified performance criteria. A performance award may be paid out in cash and/or shares of common stock or other securities. Certain senior executive officers receive performance awards in the form of stock options, restricted stock and/or unrestricted stock.
Stock Appreciation Rights. The Compensation Committee may approve the grant of stock appreciation rights, or SARs, subject to the terms and conditions contained in the Equity Plans. The exercise price of an SAR must equal the fair market value of a share of the Company’s common stock on the date the SAR is granted. Upon exercise of an SAR, the grantee will receive an amount in shares of our common stock equal to the difference between the fair market value of a share of common stock on the date of exercise and the exercise price of the SAR, multiplied by the number of shares as to which the SAR is exercised. There were SARs issued or outstanding under the Plans as of March 28, 2026.
Amendment and Termination of the Equity Plans. Except as otherwise provided in an award agreement, the Board of Directors, without approval of the stockholders, may amend or terminate any Equity Plan, except that no amendment will become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required (i) under the provisions of Section 409A or any successor thereto, (ii) under the provisions of Section 422 of the Code or any successor thereto, or (iii) by any listing requirement of the principal stock exchange on which the common stock is then listed. Subject to the provisions of an award agreement, which may be more restrictive, no termination of an Equity Plan may materially and adversely affect any of the rights or obligations of any award recipient, without his or her written consent, under any award of options or other incentives previous granted under the relevant Equity Plan.
A summary of the status of the Company’s stock options outstanding as of March 28, 2026 and changes during the year then ended is presented below. All cashless exercises of options are handled through an independent broker.
| Number Of Common Stock Options | Weighted Average Exercise Price Per Share | Weighted Average Contractual Life (Years) | Intrinsic Value | |||||||||||||
| Outstanding, March 29, 2025 | $ | $ | ||||||||||||||
| Awarded | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeitures | ( | ) | ||||||||||||||
| Expirations | ( | ) | ||||||||||||||
| Outstanding, March 28, 2026 | $ | $ | ||||||||||||||
| Exercisable, March 28, 2026 | $ | $ | ||||||||||||||
The fair value for the Company’s options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions, which are updated to reflect current expectations of the dividend yield, expected life, risk-free interest rate and using historical volatility to project expected volatility:
| Fiscal Year Ended | ||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | ||||||||||
| Dividend yield | % | % | % | |||||||||
| Expected weighted-average life (yrs.) | ||||||||||||
| Risk-free interest rate | % | % | % | |||||||||
| Expected volatility | % | % | % | |||||||||
60
The
weighted average fair value per share of options granted was $
The
Company recorded $
Of
the total options outstanding at March 28, 2026,
A summary of the status of the Company’s restricted stock outstanding as of March 28, 2026 and the changes during the year then ended is presented below.
| Number
Of Restricted Stock Shares | Weighted- Average Grant Date Fair Value | |||||||
| Non-vested, March 29, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeitures | ( | ) | ||||||
| Non-vested, March 28, 2026 | $ | |||||||
The
weighted average fair value per share of restricted stock granted was $
The
Company recorded $
A summary of the status of the Company’s liability classified awards outstanding as of March 28, 2026 and the changes during the year then ended is presented below.
| Intrinsic Value | ||||
| Outstanding, March 29, 2025 | $ | |||
| Granted | ||||
| Issued | ( | ) | ||
| Cancelled | ||||
| Change in fair value | ||||
| Outstanding, March 28, 2026 | $ | |||
| Estimated liability as of March 28, 2026 | $ | |||
The
Company recorded $
61
17. Commitments and Contingencies
As
of March 28, 2026, approximately
The Company enters into U.S. government contracts and subcontracts that are subject to audit by the U.S. government. In the opinion of the Company’s management, the results of such audits, if any, are not expected to have a material impact on the cash flows, financial condition or results of operations of the Company.
For fiscal 2026, 2025 and 2024, there were no audits by the U.S. government, the results of which, in the opinion of the Company’s management, had a material impact on the cash flows, financial condition or results of operations of the Company.
The Company is subject to federal, state and local environmental laws and regulations, including those governing discharges of pollutants into the air and water, the storage, handling and disposal of wastes and the health and safety of employees. The Company also may be liable under the Comprehensive Environmental Response, Compensation, and Liability Act or similar state laws for the costs of investigation and cleanup of contamination at facilities currently or formerly owned or operated by the Company, or at other facilities at which the Company may have disposed of hazardous substances. In connection with such contamination, the Company may also be liable for natural resource damages, U.S. government penalties and claims by third parties for personal injury and property damage. Agencies responsible for enforcing these laws have authority to impose significant civil or criminal penalties for non-compliance. The Company believes it is currently in compliance with all applicable requirements of environmental laws. The Company does not anticipate material capital expenditures for environmental compliance in fiscal years 2027 or 2028.
Monitoring of contamination is ongoing at some of the Company’s sites. In particular, state agencies have been overseeing groundwater monitoring activities at the Company’s facility in Hartsville, South Carolina. At Hartsville, the Company is monitoring low levels of contaminants in the groundwater caused by former operations. Plans are currently underway to conclude monitoring activities. In connection with the purchase of the Fairfield, Connecticut facility in 1996, the Company agreed to assume responsibility for completing clean-up efforts previously initiated by the prior owner. The Company submitted data to the state that the Company believes demonstrates that no further remedial action is necessary, although the state may require additional clean-up or monitoring. The Company does not believe any further remedial action is necessary, therefore, no reserves have been recorded as of March 28, 2026.
In 2022 and 2023, the Company received civil investigative demands from the United States Department of Justice pursuant to the False Claims Act. The investigation concerns allegations that the Company submitted false claims in connection with (i) certifying that the Company’s employees were eligible for unemployment insurance benefits and pandemic relief and worked reduced hours and (ii) received grant proceeds in violation of the FCA. The Company is cooperating with the investigation. The investigation is ongoing and we currently do not expect the investigation to have a material adverse effect on the Company.
From time to time we are involved in litigation that arises in the ordinary course of business, but we do not believe that any such litigation in which we are currently involved, either individually or in the aggregate, is likely to have a material adverse effect on our business, financial condition, operating results, cash flow or prospects.
The
Company has $
62
18. Other, Net
Other, net is comprised of the following:
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 | March
29, 2025 | March
30, 2024 | ||||||||||
| Plant consolidation and restructuring costs | $ | $ | $ | |||||||||
| Acquisition costs and transition services | ||||||||||||
| Provision for credit losses | ||||||||||||
| Amortization of intangibles | ||||||||||||
| Other expense | ||||||||||||
| $ | $ | $ | ||||||||||
The Company incurs costs associated with restructuring initiatives
intended to improve operating performance, profitability and working capital levels. Actions associated with these initiatives may include
workforce reductions and to a lesser degree facility exit. Restructuring expenses incurred during fiscal year 2026, 2025, and 2024 were
primarily the result of restructuring programs initiated related to severance and facility exit costs. During fiscal year 2026, the Company
incurred costs of $
19. Reportable Segments
The Company operates through operating segments and reports its financial results based on how its chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. Our operating segments are our reportable segments. These reportable segments are Aerospace & Defense and Industrial and are described below.
Aerospace & Defense. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in commercial aerospace, defense aerospace, defense marine, defense ground vehicles, missiles and guided munitions, and space and satellite applications. We supply precision products for many of the commercial aircraft currently operating worldwide and are the primary bearing supplier for many of the aircraft OEMs’ product lines. Commercial and defense aerospace customers generally require precision products, often constructed of special materials and made to unique designs and specifications. Many of our aerospace bearings and engineered component products are designed and certified during the original development of the aircraft being served, which often makes us the primary bearing supplier for the life of that aircraft.
Industrial. This segment represents the end markets for the Company’s highly engineered bearings and precision components used in various industrial applications including: construction, mining, forestry, energy, agricultural and other machinery; aggregate and cement handling; food and beverage manufacturing; grain, and agricultural product handling; metals and mining material handling; chemicals, oil and gas production; warehousing and logistics; manufacturing automation and semiconductor equipment; power generation; waste and water management; rail and transportation.. Our products target market applications in which our engineering and manufacturing capabilities provide us with a competitive advantage in the marketplace.
The
Company’s Chief Operating Decision Maker (CODM) is the .
63
The
accounting policies of the reportable segments are the same as those described in Note 2. Segment performance is evaluated based
on segment net sales and gross margin. Where not separately disclosed, corporate costs are allocated to each segment.
| Fiscal Year Ended | ||||||||||||
| March
28, 2026 |
March
29, 2025 |
March
30, 2024 |
||||||||||
| Net External Sales: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| $ | $ | $ | ||||||||||
| Cost of Sales: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| $ | $ | $ | ||||||||||
| Gross Margin: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| $ | $ | $ | ||||||||||
| Reconciliation of gross margin to income before income taxes: | ||||||||||||
| Selling, general and administrative | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| Other, net | ( |
) | ( |
) | ( |
) | ||||||
| Interest expense, net | ( |
) | ( |
) | ( |
) | ||||||
| Other non-operating (expense)/income | ( |
) | ( |
) | ||||||||
| Income before income taxes | $ | $ | $ | |||||||||
| Total Assets: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Capital Expenditures: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Depreciation & Amortization: | ||||||||||||
| Aerospace & Defense | $ | $ | $ | |||||||||
| Industrial | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Geographic External Sales: | ||||||||||||
| Domestic | $ | $ | $ | |||||||||
| Foreign(1) | ||||||||||||
| $ | $ | $ | ||||||||||
| Geographic Long-Lived Assets: | ||||||||||||
| Domestic | $ | $ | $ | |||||||||
| Foreign(2) | ||||||||||||
| $ | $ | $ | ||||||||||
| (1) |
| (2) |
64
20. Related Party Transactions
Equity Method Investee
The
Company has a
21. VACCO Acquisition
On
July 18, 2025, the Company acquired the issued and outstanding capital stock of VACCO from ESCO Technologies Inc. for $
Acquisition
costs incurred in fiscal 2026 were $
| July
18, 2025 | ||||
| Accounts receivable | $ | |||
| Current contract assets | ||||
| Inventory | ||||
| Prepaid expenses | ||||
| Property, plant and equipment | ||||
| Noncurrent contract assets | ||||
| Goodwill | ||||
| Other intangible assets | ||||
| Other noncurrent assets | ||||
| Accounts payable | ( | ) | ||
| Current contract liabilities | ( | ) | ||
| Accrued expenses | ( | ) | ||
| Non-current contract liabilities | ( | ) | ||
| Net assets acquired | $ | |||
The goodwill associated with this acquisition is the result of expected synergies from combining operations of the acquired business with the Company’s operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce.
The
fair value of the identifiable intangible assets of $
22. Subsequent Events
Since
March 28, 2026, the Company paid down $
On
April 17, 2026, the Company’s subsidiary, Schaublin SA, entered into a secured credit line agreement with UBS Switzerland AG for
approximately CHF
65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15(e) of the Securities Exchange Act of 1934. As of the end of the period covered by this report, the Company performed an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Company in the reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s management believes that its disclosure controls and procedures were effective as of March 28, 2026.
As mentioned in Management’s Report on Internal Control Over Financial Reporting, we acquired VACCO on July 18, 2025. As part of our ongoing integration of the VACCO business, we continue to incorporate our controls and procedures into the business and to expand our company-wide controls to reflect the risks inherent in an acquisition of this size and complexity.
Changes in Internal Control Over Financial Reporting
No changes were made to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
66
Management’s Report on Internal Control Over Financial Reporting
Management of RBC Bearings Incorporated is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934.
The Company’s internal control over financial reporting is supported by written policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 28, 2026 as required by Securities Exchange Act of 1934. In making this assessment, we used the criteria set forth in the framework in Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of March 28, 2026.
Management excluded an assessment of the Company’s internal control over financial reporting related to the VACCO business. The Company acquired the VACCO business on July 18, 2025. The VACCO business represented approximately 7% of the Company’s consolidated total assets (excluding goodwill and intangibles, which were included in Management’s assessment of internal control over financial reporting as of March 28, 2026) and 4% of the consolidated total net sales as of and for the fiscal year ended March 28, 2026. The Company’s assessment did not include the internal control over financial reporting for the VACCO business.
The effectiveness of our internal control over financial reporting as of March 28, 2026 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on the following page.
/s/ RBC Bearings Incorporated
Oxford, Connecticut
May 15, 2026
67
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of RBC Bearings Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited RBC Bearings Incorporated’s internal control over financial reporting as of March 28, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, RBC Bearings Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 28, 2026, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of VACCO Industries, which is included in the 2026 consolidated financial statements of the Company and constituted 7% of total assets (excluding goodwill and intangible assets, net) as of March 28, 2026 and 4% of revenues, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of VACCO Industries.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 28, 2026 and March 29, 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended March 28, 2026, and the related notes and our report dated May 15, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Hartford, Connecticut
May 15, 2026
68
ITEM 9B. OTHER INFORMATION
During
the quarter ended March 28, 2026 no director or officer of the Company
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
69
PART III
The information called for by Part III, Items 10, 11, 12, 13 and 14 of Form 10-K will be included in the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, which the Company intends to file within 120 days after the close of its fiscal year ended March 28, 2026, and which is incorporated herein by reference.
70
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | (1) | The following Consolidated Financial Statements and Supplementary Data of the Company are included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K: |
| ● | Report of Independent Registered Public Accounting Firm; |
| ● | Consolidated Balance Sheets at March 28, 2026 and March 29, 2025; |
| ● | Consolidated Statements of Operations for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024; |
| ● | Consolidated Statements of Comprehensive Income for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024; |
| ● | Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024; |
| ● | Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2026, March 29, 2025 and March 30, 2024; and |
| ● | Notes to Consolidated Financial Statements. |
| (2) | For a list of the Company’s Financial Statement Schedules, see Item 15(c) of this Annual Report on Form 10-K. |
| (3) | For a list of the exhibits required by Regulation S-K, see Item 15(b) of this Annual Report on Form 10-K. |
(b) The Exhibits required by Item 601 of Regulation S-K are filed as exhibits to this Annual Report on Form 10-K and indexed below immediately following Item 15(c), which index is incorporated herein by reference.
(c) All Financial Statement Schedules are included in the Financial Statements and Supplementary Data under Item 15(a)(1) of this Annual Report on Form 10-K and incorporated herein by reference.
71
Exhibit Index
The following exhibits are filed as part of this Annual Report on Form 10-K. The exhibits that are indicated below as having been previously filed by RBC Bearings Incorporated with the SEC are incorporated herein by reference. Our Commission file number is 001-40840.
| * | This certification is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of this Annual Report on Form 10-K) irrespective of any general incorporation language contained in such filing. |
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RBC Bearings Incorporated | |||
| (Registrant) | |||
| By: | /s/ Michael J. Hartnett | ||
| Name: | Michael J. Hartnett | ||
| Title: | Chief Executive Officer | ||
| Date: | May 15, 2026 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | |
/s/ Michael J. Hartnett Michael J. Hartnett |
Chairman, President and Chief Executive Officer (principal executive officer and chairman) | |
| Date: May 15, 2026 | ||
/s/ Daniel A. Bergeron Daniel A. Bergeron |
Director, Vice President and Chief Operating Officer
| |
| Date: May 15, 2026 | ||
/s/ Robert M. Sullivan Robert M. Sullivan |
Vice President and Chief Financial Officer (principal financial officer) | |
| Date: May 15, 2026 | ||
/s/ Matthew J. Tift Matthew J. Tift |
Vice President and Corporate Controller
| |
| Date: May 15, 2026 | ||
/s/ Richard R. Crowell Richard R. Crowell |
Director | |
| Date: May 15, 2026 | ||
/s/ Dolores J. Ennico Dolores J. Ennico |
Director | |
| Date: May 15, 2026 |
/s/ Edward D. Stewart Edward D. Stewart |
Director | |
| Date: May 15, 2026 | ||
/s/ Dr. Steven H. Kaplan Dr. Steven H. Kaplan |
Director | |
| Date: May 15, 2026 | ||
/s/ Barry C. Boyan Barry C. Boyan |
Director | |
| Date: May 15, 2026 | ||
/s/ Dr. Amir Faghri Dr. Amir Faghri |
Director | |
| Date: May 15, 2026 |
/s/ Frederick J. Elmy Frederick J. Elmy |
Director | |
| Date: May 15, 2026 |
73