UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 for the fiscal year ended March 29, 2025

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 for the transition period from __________to
_________

 Commission file number 001-40840

 RBC
BEARINGS INCORPORATED

 (Exact name of registrant as specified in its charter)

 Delaware

 95-4372080

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 One Tribology Center, Oxford, CT

 06478

 (Address of principal executive offices)

 (Zip Code)

 (203) 267-7001

 (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

 Common Stock, par value $0.01 per share

 RBC

 The New York Stock Exchange

 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. Yes No

 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 No

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. Yes No

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). Yes No

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):

 Large accelerated filer
 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.

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.

 If 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.

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).

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 28, 2024 (based on the September 27, 2024 closing sales price of $299.87
of the registrant's Common Stock, as reported by the New York Stock Exchange) was approximately $ 8,806,471,608.

 As of May 9, 2025, RBC Bearings Incorporated had
 31,478,058 shares of Common Stock.

 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 September 4, 2025, are incorporated by reference into Part III
of this Form 10-K.

 Auditor Firm ID: 00042

 Auditor Name: Ernst & Young LLP

 Auditor Location: Hartford, CT

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships, Related Transactions and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Signatures

 Signatures

 i

 ITEM 1. 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 aerospace, defense and industrial industries. 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 54 facilities in 11 countries, of which 38 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, and headcount.

 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 principal end markets 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
(64% of net sales for the fiscal year ended March 29, 2025)

 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.

 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.

Market (36% of net sales for the fiscal year ended March 29, 2025)

 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 and
defense customers include the U.S. Department of Defense, 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 2025, approximately
3% of our net sales were made directly, and we estimate that approximately an additional 9% 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.

 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 (amounts in millions)

 Segment

 March
 29,

 2025

 March
 30,

 2024

 April
 1,

 2023

 Representative
 Applications

 $
 1,043.5

 $
 1,040.9

 $
 1,039.0

 Heavy machinery and other capital goods manufacturing

 %

 %

 %

 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

 $
 592.8

 %

 $
 519.4

 %

 $
 430.3

 %

 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.

 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 and 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.

 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 3.0% to 3.5% 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 and Switzerland. 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.

 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 while maximizing our profit margins. 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 29,
2025 was $940.7 compared to $821.5 as of March 30, 2024. 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. 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 5,334 people worldwide.
Of that, 3,754 are employed at our 34 U.S. facilities and 1,580 are employed at our 20 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.

 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 and 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 year 2026.

 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–SEC–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

 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 (
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
materially from estimates or projections contained in 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;

 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;

 The loss of one or more of our significant customers or conditions that adversely affect the business
of any of our significant customers;

 Our ability to obtain and retain product approvals;

 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;

 Our ability to acquire and integrate complementary businesses;

 Unanticipated liabilities of acquired businesses;

 Unexpected equipment failures or catastrophic events;

 Our ability to attract and retain our management team and other highly skilled personnel;

 Work stoppages and other labor problems affecting us or our customers or suppliers;

 Changes in trade agreements or treaties and the imposition or increase of tariffs on our goods exported
to other countries;

 Regulatory changes or developments in the U.S. or in foreign countries where we produce or sell products;

 Developments or disputes concerning patents or other proprietary rights;

 Risks associated with utilizing information technology systems, including cyber events;

 Risks associated with operating internationally, including currency translation risks;

 Investors' perceptions of us and our industry;

 The cancellation of orders in our backlog;

 Possible liability and recalls with respect to our products;

 Risks associated with the substantial amount of goodwill that we have;

 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 materially 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.

 During the first quarter of
fiscal year 2023, the Company's management identified a material weakness in internal control over financial reporting related to
the design of our control to consider all relevant terms within executive employment agreements and the related application of relevant
authoritative accounting guidance for stock-based compensation, a non-cash item. Management then re-evaluated its assessment of the effectiveness
of internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective as
of April 2, 2022, making it necessary for the Company to restate the financial statements for fiscal years 2022, 2021 and 2020. Although
we have remediated this material weakness, there can be no assurance that additional material weaknesses will not occur in the future.

 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.

 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 44%, 44% and 41% of our net sales during fiscal 2025, 2024 and 2023, 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 industries to which we sell our 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 2025, approximately
3% of our net sales were made directly, and we estimate that approximately an additional 9% 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.

 Changes to and uncertainty in U.S. and international
trade policy, including import tariffs imposed by the U.S. and other countries, and the resulting consequences, could adversely affect
our revenue and profit margin.

 In early 2025, the United States imposed tariffs
on a vast range of imported goods, including steel and other raw materials needed in our U.S. manufacturing operations, as part of ongoing
trade actions against the People's Republic of China and most other foreign countries. The changes in U.S. trade policy have resulted
in multiple other countries implementing retaliatory tariffs and other responsive trade policies that apply to our U.S.-manufactured products
sold in their markets. The situation is very fluid at this time, and subject to rapid change 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.

 Specifically, U.S.-imposed
tariffs increase our cost to import raw materials and component parts from foreign sources (including our foreign operations) which will
decrease our profitability to the extent that we are unable to pass the increased cost on to our customers. Any import tariffs imposed
on our U.S.-manufactured products by other countries in response to U.S. trade policies will cause those products to be more expensive
in those countries, which may reduce our sales in those countries, thereby adversely affecting our revenue, cash flow and profitability.
In addition, any 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.

 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.
We believe the majority of our imports from Mexico are compliant with the United States-Mexico-Canada Agreement ("USMCA")
and are currently exempt from tariffs upon importing into the United States. 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 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 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.

 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 7% of our U.S.-based hourly employees as of March 29, 2025. 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.

 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 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 29, 2025, we had $1,872.2 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 54 facilities in 11 countries,
20 are located outside the U.S., including 12 manufacturing facilities in four countries.

 In fiscal 2025, 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.

 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. 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.

 Cancellation of orders in our backlog could
negatively impact our revenues, cash flows and profitability.

 As of March 29, 2025, we had
an order backlog of $940.7. 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 acquisition, 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 Dodge acquisition. As of March 29, 2025, our total debt was $920.1. 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 term loan and could reduce our profitability.

 As of March 29, 2025, $100.0
of our term loan was subject to a fixed-rate interest swap but the remaining $313.0 balance of the term loan bears interest at a variable
rate. Future increases in interest rates would increase the cost of servicing the portion of the term loan not subject to a swap, which
could materially reduce our profitability and cash flows.

 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. W e maintain a data protection and cybersecurity
risk management program based upon the National Institute of Standards and Technology ("NIST") Cybersecurity framework to assess,
 identify and manage cybersecurity risks. As part of this program, we maintain defensive network perimeter safeguards, internal mitigation
and control features, continuous system and network monitoring, and contingency data protection. The Company ensures regular data and
system backups through planned schedules. We utilize local backups for quick recovery and off-site, off-line and physical backups to safeguard
against disasters. Our cybersecurity program includes steps for assessing the severity of a cybersecurity threat, identifying the
source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing
cybersecurity testing, detection, response, prevention and mitigation strategies. We also have a
notification process for real-time escalation of material cyber incidents by members of our internal cybersecurity team to senior management,
including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Corporate Controller, General Counsel and the
Audit Committee of the Board of Directors. The Company's information security team also engages third-party security consultants
for penetration testing, training and system enhancements. Our Director of Information Technology is responsible for leading global cybersecurity
risk reduction efforts and compliance.

 The
 Audit Committee is responsible for oversight of our risk management with respect to information technology operations and cybersecurity
and oversees risk management in the area of data privacy. As part of this process, the Audit Committee
oversees the data protection and cybersecurity risk management program, which includes reviewing management's risk assessments and
the steps management has taken to monitor or mitigate our cybersecurity risk exposure. Management regularly provides data protection and
cybersecurity reports to the Audit Committee, which include updates on cybersecurity initiatives, cybersecurity metrics and threat landscape.

 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 2025, the Company did not experience any cybersecurity
incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results
of operations, cash flow or financial condition.

 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 38 manufacturing
facilities in five countries. 26 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 China.

 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 it is not possible to determine whether the investigation will have a material adverse effect, if any, 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.

 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 9, 2025, 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 2025

 Fiscal 2024

 High

 Low

 High

 Low

 First Quarter

 $
 299.25

 $
 241.43

 $
 236.95

 $
 195.18

 Second Quarter

 309.01

 260.53

 253.00

 203.65

 Third Quarter

 346.78

 272.50

 288.16

 214.14

 Fourth Quarter

 372.83

 290.56

 285.79

 240.36

 The last reported sale price
of our common stock on the New York Stock Exchange on May 9, 2025 was $349.25 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 2025 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)

 12/29/2024 – 01/25/2025

 $
 297.81

 —

 $
 100.0

 01/26/2025 – 02/22/2025

 2,226

 361.38

 —

 100.0

 02/23/2025 – 03/29/2025

 353.20

 —

 $
 100.0

 Total

 2,422

 $
 360.35

 —

 (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.

 (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 29, 2025, the Company has not repurchased any shares pursuant to this program.

 Recent Sales of Unregistered Securities

 During the fourth quarter
of fiscal 2025, we did not issue any securities that were not registered under the Securities Act of 1933.

 Equity Compensation Plans

 Information regarding equity
compensation plans required to be disclosed pursuant to this Item is included in Part II, Item 8, Note 16 of this Annual Report on Form
10-K.

 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 March 28, 2020 to March 29, 2025. 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 is comprised of issuers with generally similar market capitalizations to that of the Company, 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 March 28, 2020 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 29, 2025.

 March 28,
 2020

 April 3,
 2021

 April 2,
 2022

 2023

 2024

 2025

 $
 100.00

 $
 180.13

 $
 177.77

 $
 211.55

 $
 245.71

 $
 295.89

 Russell 3000 Index

 100.00

 167.27

 185.66

 168.99

 218.50

 233.21

 S&P 400 Industrials (Sector) (TR)

 100.00

 195.70

 201.62

 209.71

 283.87

 263.02

 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.

 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 industries. 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 54 facilities in 11 countries, of which 38
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 2025
had 52 weeks and fiscal 2024 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. For fiscal year 2024, we estimate approximately
$6.9 of sales classified as industrial distribution for fiscal year 2024 would now be classified as industrial OEM. Fiscal year 2024 was
not recast to reflect this change.

 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.

 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
29 acquisitions, which have broadened our end markets, products, customer base and geographic reach.

 Outlook

 For the fiscal year ended
March 29, 2025, 63.8% of our net sales were attributable to the Industrial segment while the Aerospace/Defense segment contributed 36.2% of our net sales. Our net sales increased 4.9% year over year due to an increase of 14.1% in Aerospace and Defense
segment sales and a 0.2% increase in Industrial segment sales.

 Aerospace and Defense segment
sales increased 14.1% year over year. Commercial aerospace increased 13.3%, demonstrating the continued recovery and early stages of a
growth cycle. Defense sales, which represent approximately 32.4% of segment sales during the year, were up 15.9% for the year. Our backlog
in this market is significant and deliveries are expected to continue to grow in the coming years.

 Industrial segment sales increase
0.2% year over year, led by a 1.4% increase in distribution and aftermarket sales. Sales to OEMs were down 2.1% year over year,
primarily driven by softness in the energy and semicon markets.

 For the fourth quarter
of fiscal 2025, 64.1% of our net sales was attributable to the Industrial segment compared to approximately 35.9% for the
Aerospace/Defense segment. Approximately $191.5 of Industrial segment sales in the fourth quarter of fiscal 2025 were to
distribution and aftermarket compared to approximately $186.8 in the prior year while approximately $88.9 were made directly to OEMs
in the fourth quarter of fiscal 2025 compared to approximately $84.5 in the prior year. Net sales in the Aerospace/Defense segment
increased $14.9, or 10.6%, for the fourth quarter of fiscal 2025 compared to the same period last fiscal year. Commercial aerospace
net sales, which consisted of $85.9 of OEM and $23.3 of distribution and aftermarket, increased by 11.6% compared to the fourth quarter of
fiscal 2024 when OEM net sales were $78.2 and distribution and aftermarket net sales were $19.7. This was driven by a continuing
recovery as build rates and orders grew in the OEM market and aftermarket demand remained strong. Our defense markets net sales,
which consisted of $38.1 of OEM and $10.0 of distribution and aftermarket, increased 8.2% compared to the fourth quarter of
fiscal 2024 when OEM net sales were $34.2 and distribution and aftermarket net sales were $10.3.

 The Company forecasts net
sales to be approximately $424.0 to $434.0 in the first quarter of fiscal 2026, compared to $406.3 in the first quarter of fiscal 2025,
which represents a growth rate of 4.4% to 6.8%.

 Our backlog as of March 29,
2025 was $940.7 compared to $821.5 as of March 30, 2024. 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 2025 (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 29, 2025, we had cash of $36.8, of which, $23.7 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.

 Approximately 98% of the Company's
revenue was generated from the sale of products to customers in the Industrial and Aerospace/Defense markets for each of the years ended
March 29, 2025 and March 30, 2024. The remaining 2% 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 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 2025 Compared to Fiscal 2024

 Results of Operations

 (amounts in millions, except share and per
share data)

 FY25

 FY24

 Net sales

 $

 $

 $
 76.0

 4.9
 %

 Net income attributable to common stockholders

 $
 233.8

 $
 186.9

 $
 46.9

 25.0
 %

 Net income per common share attributable to common stockholders: Diluted

 $
 7.70

 $
 6.41

 Weighted average common shares attributable to common stockholders: Diluted

 30,354,470

 29,189,056

 Net sales for the fiscal
year ended March 29, 2025 increased $76.0, or 4.9%, compared to fiscal 2024. This increase was the result of a 0.2% increase in our
Industrial segment, while net sales in our Aerospace/Defense segment increased 14.1% year over year. Industrial segment sales experienced the strongest contribution to
growth in the metals and mining, warehousing and logistics, and food and beverage markets. Within Aerospace/Defense, total commercial
aerospace net sales increased 13.3% and defense net sales increased 15.9% year over year. The commercial aerospace increase reflects the
continued recovery in the market over the last year.

 Net income attributable to
common stockholders increased by $46.9 to $233.8 for fiscal 2025 compared to fiscal 2024. 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. The net income attributable to common stockholders of $186.9 in fiscal 2024
was impacted by $3.0 of restructuring and consolidation charges, $78.7 of interest expense, $23.0 of preferred stock dividends,
and $51.9 of income tax expense.

 Gross Margin

 FY25

 FY24

 Gross Margin

 $
 726.1

 $
 670.5

 $
 55.6

 8.3
 %

 Gross Margin %

 44.4
 %

 43.0
 %

 Gross margin was 44.4%
of sales for fiscal 2025 compared to 43.0% for the same period last year. Gross margin of $670.5 in fiscal 2024 included $0.3 of
inventory rationalization costs associated with consolidation efforts at one of our facilities located in California. The expansion
in margin during fiscal 2025 reflects the combination of product mix, pricing and continued cost efficiencies and synergies achieved
through integration.

 Selling, General and Administrative

 FY25

 FY24

 SG&A

 $
 279.3

 $
 253.5

 $
 25.8

 10.2
 %

 % of net sales

 17.1
 %

 16.2
 %

 SG&A expenses increased
by $25.8 to $279.3 for fiscal 2025 compared to fiscal 2024. The increase in SG&A was primarily driven by personnel costs, IT costs
and other professional fees.

 Other, Net

 FY25

 FY24

 Other, net

 $
 76.9

 $
 74.8

 $
 2.1

 2.8
 %

 % of net sales

 4.7
 %

 4.8
 %

 Other operating expenses for
fiscal 2025 totaled $76.9 compared to $74.8 for fiscal 2024. For fiscal 2025, other operating costs consisted primarily of $71.8 of amortization
expense, $1.5 of plant consolidation and restructuring costs, $1.2 of bad debt expense and $2.4 of other items. For fiscal 2024, other
operating expenses consisted primarily of $70.4 of amortization expense, $2.7 of plant consolidation and restructuring costs, $0.2 of
bad debt expense, $0.3 of acquisition costs, $0.6 of losses on disposal of assets, and $0.6 of other items.

 Interest Expense, Net

 FY25

 FY24

 Interest expense

 $
 59.8

 $
 78.7

 $
 (18.9
)

 (23.9
)%

 % of net sales

 3.7
 %

 5.0
 %

 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 $59.8 for fiscal 2025 compared to $78.7 for fiscal 2024. The decrease in interest expense is primarily related to our
debt reduction efforts, as well as the Interest Rate Swap and the Cross Currency Swap, which have enabled us to manage interest costs.

 Other Non-Operating (Income) /Expense

 FY25

 FY24

 %Change

 Other non-operating (income)/expense

 $
 (1.8
)

 $
 1.7

 $
 (3.5
)

 (205.9
)%

 % of net sales

 (0.1
)%

 0.1
 %

 Other non-operating income
for fiscal 2025 totaled $1.8, consisting primarily of a $4.0 legal settlement partially offset by post-retirement benefit costs and foreign
exchange gains and losses. Non-operating costs incurred during fiscal 2024 were $1.7, consisting primarily of post-retirement benefit
costs.

 Income Taxes

 FY25

 FY24

 Income tax expense

 $
 65.7

 $
 51.9

 Effective tax rate with discrete items

 21.1
 %

 19.8
 %

 Effective tax rate without discrete items

 23.5
 %

 22.9
 %

 Income tax expense for fiscal
2025 was $65.7 compared to $51.9 for fiscal 2024. Our effective income tax rate for fiscal 2025 was 21.1% compared to 19.8% for fiscal
2024. 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 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%. The effective income tax rate for fiscal 2024 of 19.8%
included discrete items totaling a benefit of $8.2 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 the accrual of deferred tax assets related
to state tax modifications. The effective income tax rate for fiscal 2024 without these discrete items would have been 22.9%.

 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.

 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.

 Aerospace/Defense Segment:

 FY25

 FY24

 Net sales

 $
 592.8

 $
 519.4

 $
 73.4

 14.1
 %

 Gross margin

 $
 243.1

 $
 208.8

 $
 34.3

 16.4
 %

 Gross margin %

 41.0
 %

 40.2
 %

 SG&A

 $
 42.6

 $
 37.8

 $
 4.8

 12.6
 %

 % of segment net sales

 7.2
 %

 7.3
 %

 Net sales increased
$73.4, or 14.1%, for fiscal 2025 compared to fiscal 2024. Commercial aerospace net sales, which consisted of $317.8 of OEM and $83.1 of
distribution and aftermarket, increased by 13.3% compared to fiscal 2024 when OEM net sales were $278.5 and distribution and
aftermarket net sales were $75.3. This was driven by a continuing recovery as build rates and orders grew in the OEM markets
and aftermarket demand remained strong. Our defense markets net sales, which consisted of $146.3 of OEM and $45.6 of distribution and
aftermarket, increased by 15.9% compared to fiscal 2024 when OEM net sales were $135.3 and distribution and aftermarket net sales
were $30.3.

 Our backlog and recent
results reflect continued growth in demand which we expect to continue in upcoming quarters. Our defense markets, which represented
about 32.4% of sales, increased by approximately 15.9% during the period, driven by increased sales and order volume in the marine, fixed wing, and missiles and guided munitions end markets. Distribution and aftermarket sales, which represent 21.7% of segment sales, were up 21.7% year
over year.

 Gross margin was $243.1,
or 41.0% of net sales, in fiscal 2025 compared to $208.8, or 40.2% of sales, for the same period in fiscal 2024. 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.

 Industrial Segment:

 FY25

 FY24

 Net sales

 $
 1,043.5

 $
 1,040.9

 $
 2.6

 0.2
 %

 Gross margin

 $
 483.0

 $
 461.7

 $
 21.3

 4.6
 %

 Gross margin %

 46.3
 %

 44.4
 %

 SG&A

 $
 136.5

 $
 132.8

 $
 3.7

 2.9
 %

 % of segment net sales

 13.1
 %

 12.8
 %

 Net sales increased $2.6,
or 0.2%, during fiscal 2025 compared to the same period last year. The continued strong performance was driven by the mining and general
industrial markets. Sales to distribution and the aftermarket were $717.4 in fiscal 2025 compared to $707.6 in the prior year, a 1.4%
year over year increase. OEM sales were $326.1 for fiscal 2025 compared to $333.3 in the prior year. The 2.1% decrease in OEM sales compared
to the prior year was primarily due to softness in the machinery, oil and gas, and semiconductor equipment end markets.

 Gross margin was $483.0, or
46.3% of net sales, in fiscal 2025 compared to $461.7, or 44.4% of sales, for the same period in fiscal 2024. The expansion in margin
year over year was attributable to manufacturing efficiencies and product mix.

 Corporate:

 FY25

 FY24

 SG&A

 $
 100.2

 $
 82.9

 $
 17.3

 20.8
 %

 % of total net sales

 6.1
 %

 5.3
 %

 Corporate SG&A for
fiscal 2025 increased $17.3 or 20.8% compared to fiscal 2024 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 29, 2025, we
had cash of $36.8, of which, approximately $23.7 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"), as Administrative
Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer 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"). Debt issuance costs associated with the Credit
Agreement totaled $14.9 and are being amortized over the life of the Credit Agreement.

 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 2.00% depending on the Company's consolidated
ratio of total net debt to consolidated EBITDA (as defined within the Credit Agreement) from time to time. The Facilities are subject
to a SOFR floor of 0.00%. As of March 29, 2025, 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 1.00%. A portion of the Term Loan is subject to a fixed-rate interest swap as discussed in Note
12.

 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 $0 for fiscal 2026 and $413.0 for fiscal 2027. The Revolving
Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.

 The Credit Agreement requires
the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio (as
defined within the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test
periods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicable
at such time may be increased by the Company by 0.50:1.00 for a period of twelve (12) months after the consummation of a material acquisition);
and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of March 29, 2025 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 29, 2025, $413.0 was outstanding
under the Term Loan, $5.0 was outstanding under the Revolving Credit Facility 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 up to an additional $491.3 under the Revolving Credit Facility as of March 29, 2025.

 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.

 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 on or after October 15, 2024 at the redemption
prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also
redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before October 15, 2024, at a redemption
price equal to 104.375% of the principal amount thereof, 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 $5.5 USD) credit line (the "Foreign Credit Line") with Credit Suisse (Switzerland)
Ltd. to provide future working capital, if necessary. As of March 29, 2025, $0.1 was being utilized to provide a bank guarantee. Fees
associated with the Foreign 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
fixed-rate mortgage on the building for CHF 4.0 (approximately $4.5 USD).

 Interest Rate Swap

 In fiscal 2023, the Company
entered into a three-year U.S. dollar-denominated interest rate swap ("the Interest Rate Swap") from a third-party financial
counterparty under the Credit Agreement. The Interest Rate Swap was executed to protect the Company from interest rate volatility on our
variable-rate Term Loan. The Interest Rate Swap became effective December 30, 2022 and is comprised of a $600.0 notional with a maturity
of three years. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455%. The notional on the Interest Rate
Swap will amortize as follows:

 Year 1: $600.0

 Year 2: $400.0

 Year 3: $100.0

 The Interest Rate Swap has
been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the
hedging relationship's specified time period of three years attributable to the borrowing's contractually specified interest
index on the hedged principal of its general borrowing program or replacement or refinancing thereof.

 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. Because the MCPS is no longer
outstanding, the Company will not pay MCPS dividends in the future, resulting in a cash savings of $23.0 per year.

 Cash Flows

 Fiscal 2025 Compared to Fiscal 2024

 The following table summarizes our cash
flow activities:

 FY25

 FY24

 Net cash provided by (used in):

 Operating activities

 $
 293.6

 $
 274.7

 $
 18.9

 Investing activities

 (49.8
)

 (52.2
)

 2.4

 Financing activities

 (270.4
)

 (223.5
)

 (46.9
)

 Effect of exchange rate changes on cash

 (0.1
)

 (0.9
)

 0.8

 (Decrease)/increase in cash

 $
 (26.7
)

 $
 (1.9
)

 $
 (24.8
)

 During fiscal 2025, we generated
cash of $293.6 from operating activities compared to $274.7 for fiscal 2024. The increase of $18.9 was mainly the result of a $36.3 increase
in net income partially offset by a $6.2 unfavorable change in non-cash activity and net unfavorable change in operating assets and liabilities
of $11.2. The unfavorable change in operating assets and liabilities is detailed in the table below. The change in non-cash activity was
primarily driven by $0.7 more depreciation and amortization and $11.0 more stock-based compensation partially offset by $0.6 less amortization
of deferred financing costs, a $14.5 unfavorable change in deferred taxes, $0.5 less non-cash operating lease expense, $0.2 less losses
on the disposition of assets, and $2.1 less in restructuring and other non-cash charges.

 The following chart summarizes
the impact on cash flow from operating assets and liabilities for fiscal 2025 versus fiscal 2024.

 FY25

 FY24

 Cash provided by (used in):

 Accounts receivable

 $
 (53.3
)

 $
 (13.4
)

 Inventory

 (32.3
)

 (31.6
)

 Prepaid expenses and other current assets

 (3.9
)

 (2.4
)

 Other noncurrent assets

 0.5

 (3.0
)

 Accounts payable

 22.2

 (30.7
)

 Accrued expenses and other current liabilities

 (2.3
)

 9.0

 Other noncurrent liabilities

 (14.7
)

 (0.5
)

 Total change in operating assets and liabilities

 $
 (83.8
)

 $
 (72.6
)

 During fiscal 2025, we used
$49.8 for investing activities as compared to $52.2 for fiscal 2024. This decrease in cash used was primarily attributable to $19.3 less
cash used for acquisitions in fiscal 2025. This was partially offset by $16.6 more capital expenditures and $0.3 less proceeds from the
sale of assets in fiscal 2025 compared to fiscal 2024.

 During fiscal 2025, we
used cash of $270.4 for financing activities compared to $223.5 in fiscal 2024. This change was primarily due to $82.4 more
repayments on our revolving credit facilities and $37.0 more repayments on the Term Loan partially offset by $46.7 more proceeds
from our revolving credit facilities, $14.5 more proceeds from the exercise of employee stock options, $4.5 proceeds from a mortgage,
and $5.8 less preferred stock dividends paid.

 Capital Expenditures

 Our capital expenditures in
fiscal 2025 were $49.8 compared to $33.2 in fiscal 2024. We expect to make capital expenditures of approximately 3.0% to 3.5% of net sales
during fiscal 2026 in connection with our existing business. We funded our fiscal 2025 capital expenditures, and expect to fund fiscal
2026 capital expenditures, principally through existing cash and internally generated funds. We may also make substantial additional capital
expenditures in connection with acquisitions.

 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 98% of the Company's revenue was recognized in this manner based on sales for
the fiscal years ended March 29, 2025 and March 30, 2024.

 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 2025.
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 assumption used in the discounted cash flow method used to estimate
fair value is gross margin, 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 13.8% 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.

 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 29, 2025.

 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 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. As discussed in "Liquidity and Capital Resources"
in Item 7 of this Annual Report, we have utilized the Interest Rate Swap to fix a portion of the variable rate interest expense associated
with the Term Loan.

 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
2025 compared to approximately 12% of net sales in fiscal 2024. 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 29, 2025, the Company had the Cross Currency Swap, which is discussed in
"Liquidity and Capital Resources" in Item 7 of this Annual Report.

 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 29, 2025 and March 30, 2024, the related consolidated statements
of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended March 29,
2025, 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 29, 2025 and March 30, 2024,
and the results of its operations and its cash flows for each of the three years in the period ended March 29, 2025, 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 29, 2025, 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 16, 2025 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 Matter

 The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a
separate opinion on the critical audit matter or on the account or disclosures to which it relates.

 Valuation of Goodwill – Industrial Reporting Unit

 Description of the Matter

 At March 29, 2025, the Company's
goodwill was $1,872 million, which is allocated primarily to the Industrial reporting unit. As discussed in Notes 2 and 9 of the consolidated
financial statements, goodwill is tested for impairment at least annually at the reporting unit level. As of February 22, 2025, the Company's
measurement date, the Company determined that the fair value of the reporting unit exceeded its carrying value and therefore no impairment
was recognized.

 Auditing management's annual goodwill impairment
 test was complex and judgmental due to the significant estimations required to determine the fair value of the reporting unit. In particular,
 the determination of the fair value required management to make significant assumptions, including gross margin, which is affected by
 expectations about future market or economic conditions.

 How We Addressed the Matter in Our Audit

 We obtained an understanding, evaluated the design
 and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over
 management's review of the significant assumptions described above.

 To test the estimated fair value, we performed
 audit procedures, with the assistance of our valuation specialists, that included, among others, assessing the methodologies utilized
 and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant
 assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management's estimates
 and performed sensitivity analyses of significant assumptions to evaluate changes in fair value that would result from changes in the
 underlying assumptions. In addition, we evaluated the reconciliation of the fair value of the reporting unit to the market capitalization
 of the Company.

 /s/ Ernst
& Young LLP

 We have served as the Company's auditor since
2002.

 Hartford, Connecticut

 May 16, 2025

 Consolidated Balance Sheets

 (amounts in millions, except share and per share
data)

 2025

 2024

 ASSETS

 Current assets:

 Cash

 $
 36.8

 $
 63.5

 Accounts receivable, net of allowance for credit losses of $ 5.4 at March 29, 2025 and $ 4.4 at March 30, 2024

 307.6

 255.2

 Inventory

 654.5

 622.8

 Prepaid expenses and other current assets

 28.4

 24.0

 Total current assets

 1,027.3

 965.5

 Property, plant and equipment, net

 359.0

 361.0

 Operating lease assets

 58.6

 41.4

 Goodwill

 1,872.2

 1,874.9

 Intangible assets, net

 1,325.1

 1,391.9

 Other noncurrent assets

 43.0

 43.9

 Total assets

 $
 4,685.2

 $
 4,678.6

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 138.4

 $
 116.2

 Accrued expenses and other current liabilities

 166.0

 167.3

 Current operating lease liabilities

 9.2

 7.0

 Current portion of long-term debt

 1.7

 3.8

 Total current liabilities

 315.3

 294.3

 Long-term debt, less current portion

 918.4

 1,188.1

 Noncurrent operating lease liabilities

 50.3

 35.3

 Deferred income taxes

 257.8

 284.2

 Other noncurrent liabilities

 112.0

 124.8

 Total liabilities

 1,653.8

 1,926.7

 Commitments and contingencies (Note 17)

 Stockholders' equity:

 Preferred stock, $.01 par value; authorized shares: 10,000,000 as of March 29, 2025 and March 30, 2024, respectively; issued shares: 0 and 4,600,000 as of March 29, 2025 and March 30, 2024, respectively

 —

 0.0

 Common stock, $.01 par value; authorized shares: 60,000,000 at March 29, 2025 and March 30, 2024, respectively; issued shares: 32,522,189 and 30,227,444 at March 29, 2025 and March 30, 2024, respectively

 0.3

 0.3

 Additional paid-in capital

 1,682.5

 1,625.2

 Accumulated other comprehensive income/(loss)

 ( 1.4
)

 0.7

 Retained earnings

 1,450.6

 1,216.8

 Treasury stock, at cost, 1,046,569 shares and 1,015,053 shares at March 29, 2025 and March 30, 2024, respectively

 ( 100.6
)

 ( 91.1
)

 Total stockholders' equity

 3,031.4

 2,751.9

 Total liabilities and stockholders' equity

 $
 4,685.2

 $
 4,678.6

 Consolidated Statements of Operations

 (amounts in millions, except share and per share
data)

 2025

 2024

 2023

 Net sales

 $

 $

 $

 Cost of sales

 910.2

 889.8

 864.5

 Gross margin

 726.1

 670.5

 604.8

 Operating expenses:

 Selling, general and administrative

 279.3

 253.5

 229.7

 Other, net

 76.9

 74.8

 82.1

 Total operating expenses

 356.2

 328.3

 311.8

 Operating income

 369.9

 342.2

 293.0

 Interest expense, net

 59.8

 78.7

 76.7

 Other non-operating expense/(income)

 ( 1.8
)

 1.7

 6.6

 Income before income taxes

 311.9

 261.8

 209.7

 Provision for income taxes

 65.7

 51.9

 43.0

 $
 246.2

 $
 209.9

 $
 166.7

 12.4

 23.0

 22.9

 Net income attributable to common stockholders

 $
 233.8

 $
 186.9

 $
 143.8

 Net income per common share attributable to common stockholders:

 Basic

 $
 7.76

 $
 6.47

 $
 5.00

 Diluted

 $
 7.70

 $
 6.41

 $
 4.94

 Weighted average common shares:

 Basic

 30,136,501

 28,917,008

 28,764,092

 Diluted

 30,354,470

 29,189,056

 29,072,429

 Consolidated Statements of Comprehensive Income

 (amounts in millions)

 2025

 2024

 2023

 $
 246.2

 $
 209.9

 $
 166.7

 Pension and postretirement liability adjustments, net of taxes (1)

 2.4

 0.4

 9.4

 Change in fair value of Interest Rate Swap (2)

 ( 1.4
)

 3.4

 ( 2.2
)

 Change in fair value of Cross Currency Swap (3)

 ( 0.2
)

 —

 —

 Foreign currency translation adjustments

 ( 2.9
)

 1.0

 ( 5.5
)

 Total comprehensive income

 $
 244.1

 $
 214.7

 $
 168.4

 (1)
 These adjustments were net of tax expense of $ 0.6, tax expense
of $ 0.4 and tax expense of $ 2.0 in fiscal 2025, 2024 and 2023, respectively.

 (2)
 These adjustments were net of tax benefit of $ 0.4, tax expense
of $ 1.0 and tax benefit of $ 0.6 in fiscal 2025, 2024 and 2023, respectively.

 (3)
 This adjustment was net of tax benefit of $ 0.0 for fiscal 2025.

 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

 Shares

 Capital

 Income/(Loss)

 Earnings

 Shares

 Equity

 Balance at
 April 2, 2022

 29,807,208

 $
 0.3

 4,600,000

 $
 0.0

 $
 1,564.3

 $
 ( 5.8
)

 $
 886.1

 ( 928,322
)

 $
 ( 72.4
)

 $
 2,372.5

 —

 —

 —

 —

 —

 —

 166.7

 —

 —

 166.7

 —

 —

 —

 —

 14.0

 —

 —

 —

 —

 14.0

 —

 —

 —

 —

 —

 —

 ( 22.9
)

 —

 —

 ( 22.9
)

 Tax withholding for common
 stock issued under equity incentive plans

 —

 —

 —

 —

 —

 —

 —

 ( 38,076
)

 ( 7.7
)

 ( 7.7
)

 Exercise of equity awards

 116,563

 0.0

 —

 —

 11.6

 —

 —

 —

 —

 11.6

 Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ 2.0

 —

 —

 —

 —

 —

 9.4

 —

 —

 —

 9.4

 Issuance of restricted stock,
 net of forfeitures

 66,177

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Change in fair value of Interest Rate Swap, net of tax benefit of $ 0.6

 —

 —

 —

 —

 —

 ( 2.2
)

 —

 —

 —

 ( 2.2
)

 translation adjustments

 —

 —

 —

 —

 —

 ( 5.5
)

 —

 —

 —

 ( 5.5
)

 Balance at April 1, 2023

 29,989,948

 $
 0.3

 4,600,000

 $
 0.0

 $
 1,589.9

 $
 ( 4.1
)

 $
 1,029.9

 ( 966,398
)

 $
 ( 80.1
)

 $
 2,535.9

 —

 —

 —

 —

 —

 —

 209.9

 —

 —

 209.9

 —

 —

 —

 —

 14.9

 —

 —

 —

 —

 14.9

 —

 —

 —

 —

 —

 —

 ( 23.0
)

 —

 —

 ( 23.0
)

 Tax withholding for common
 stock issued under equity incentive plans

 —

 —

 —

 —

 —

 —

 —

 ( 48,655
)

 ( 11.0
)

 ( 11.0
)

 Exercise of equity awards

 168,321

 0.0

 —

 —

 20.4

 —

 —

 —

 —

 20.4

 Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ 0.4

 —

 —

 —

 —

 —

 0.4

 —

 —

 —

 0.4

 Issuance of restricted stock,
 net of forfeitures

 69,175

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Change in fair value of Interest Rate Swap, net of tax expense of $ 1.0

 —

 —

 —

 —

 —

 3.4

 —

 —

 —

 3.4

 translation adjustments

 —

 —

 —

 —

 —

 1.0

 —

 —

 —

 1.0

 Balance at March 30, 2024

 30,227,444

 $
 0.3

 4,600,000

 $
 0.0

 $
 1,625.2

 $
 0.7

 $
 1,216.8

 ( 1,015,053
)

 $
 ( 91.1
)

 $
 2,751.9

 —

 —

 —

 —

 —

 —

 246.2

 —

 —

 246.2

 —

 —

 —

 —

 22.0

 —

 —

 —

 —

 22.0

 —

 —

 —

 —

 —

 —

 ( 12.4
)

 —

 —

 ( 12.4
)

 Tax withholding for common
 stock issued under equity incentive plans

 —

 —

 —

 —

 —

 —

 —

 ( 31,516
)

 ( 9.5
)

 ( 9.5
)

 Conversion of mandatory convertible
 preferred stock to common stock

 2,029,955

 —

 ( 4,600,000
)

 ( 0.0
)

 —

 —

 —

 —

 —

 ( 0.0
)

 Exercise of equity awards

 223,693

 0.0

 —

 —

 34.9

 —

 —

 —

 —

 34.9

 Change in pension and post-retirement plan benefit adjustments, net of tax expense of $ 0.6

 —

 —

 —

 —

 —

 2.4

 —

 —

 —

 2.4

 Issuance of restricted stock,
 net of forfeitures

 41,097

 —

 —

 —

 0.4

 —

 —

 —

 —

 0.4

 Change in fair value of Interest Rate Swap, net of tax benefit of $ 0.4

 —

 —

 —

 —

 —

 ( 1.4
)

 —

 —

 —

 ( 1.4
)

 Change in fair value of Cross Currency Swap, net of tax benefit of $ 0.0

 —

 —

 —

 —

 —

 ( 0.2
)

 —

 —

 —

 ( 0.2
)

 translation adjustments

 —

 —

 —

 —

 —

 ( 2.9
)

 —

 —

 —

 ( 2.9
)

 Balance
 at March 29, 2025

 32,522,189

 $
 0.3

 —

 —

 $
 1,682.5

 $
 ( 1.4
)

 $
 1,450.6

 ( 1,046,569
)

 $
 ( 100.6
)

 $
 3,031.4

 Consolidated Statements of Cash Flows

 (amounts in millions)

 2025

 2024

 2023

 Cash flows from operating activities:

 $
 246.2

 $
 209.9

 $
 166.7

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation and amortization

 120.0

 119.3

 115.4

 Deferred income taxes

 ( 26.8
)

 ( 12.3
)

 ( 21.4
)

 Amortization of deferred financing costs

 2.4

 3.0

 7.2

 28.4

 17.4

 14.0

 Noncash operating lease expense

 6.3

 6.8

 7.2

 Loss on disposition of assets

 0.4

 0.6

 0.3

 Consolidation, restructuring and other noncash charges

 0.5

 2.6

 2.3

 Changes in operating assets and liabilities, net of acquisitions:

 Accounts receivable

 ( 53.3
)

 ( 13.4
)

 7.8

 Inventory

 ( 32.3
)

 ( 31.6
)

 ( 71.7
)

 Prepaid expenses and other current assets

 ( 3.9
)

 ( 2.4
)

 ( 5.8
)

 Other noncurrent assets

 0.5

 ( 3.0
)

 ( 0.8
)

 Accounts payable

 22.2

 ( 30.7
)

 ( 11.1
)

 Accrued expenses and other current liabilities

 ( 2.3
)

 9.0

 6.0

 Other noncurrent liabilities

 ( 14.7
)

 ( 0.5
)

 4.5

 Net cash provided by operating activities

 293.6

 274.7

 220.6

 Cash flows from investing activities:

 Capital expenditures

 ( 49.8
)

 ( 33.2
)

 ( 42.0
)

 Proceeds from sale of assets

 0.0

 0.3

 0.5

 Acquisition of businesses/purchase price adjustments for acquisition

 —

 ( 19.3
)

 27.5

 Net cash used in investing activities

 ( 49.8
)

 ( 52.2
)

 ( 14.0
)

 Cash flows from financing activities:

 Proceeds received from revolving credit facilities

 67.0

 20.3

 —

 Finance fees paid in connection with credit facilities and senior notes

 —

 —

 ( 0.1
)

 Repayments of revolving credit facilities

 ( 82.4
)

 —

 —

 Repayments of term loans

 ( 262.0
)

 ( 225.0
)

 ( 300.0
)

 Repayments of notes payable

 ( 1.6
)

 ( 1.6
)

 ( 0.5
)

 Proceeds from mortgage

 4.5

 —

 —

 Principal payments on finance lease obligations

 ( 4.1
)

 ( 3.6
)

 ( 3.2
)

 Preferred stock dividends paid

 ( 17.2
)

 ( 23.0
)

 ( 22.9
)

 Exercise of stock options

 34.9

 20.4

 11.6

 Repurchase of common stock

 ( 9.5
)

 ( 11.0
)

 ( 7.7
)

 Net cash used in financing activities

 ( 270.4
)

 ( 223.5
)

 ( 322.8
)

 Effect of exchange rate changes on cash

 ( 0.1
)

 ( 0.9
)

 ( 1.3
)

 Cash:

 Increase/(decrease) during the year

 ( 26.7
)

 ( 1.9
)

 ( 117.5
)

 Cash, at beginning of year

 63.5

 65.4

 182.9

 Cash, at end of year

 $
 36.8

 $
 63.5

 $
 65.4

 Supplemental disclosures of cash flow information:

 Cash paid for:

 Income taxes

 $
 101.3

 $
 56.4

 $
 60.4

 Interest

 55.4

 75.7

 69.9

 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 aerospace, defense and industrial industries, 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 20 years, we have broadened our end markets,
products, customer base and geographic reach. We currently have 54 facilities in 11 countries, of which 38 are manufacturing facilities.

 The Company operates in two
reportable business segments—aerospace/defense and industrial—in which it manufactures roller bearing components and assembled
parts and designs and manufactures high-precision roller and ball bearings. The Company sells to a wide variety of original equipment
manufacturers ("OEMs") and distributors who are widely dispersed geographically. No one customer accounted for more than 18 %
of the Company's net sales in fiscal 2025, 17 % of net sales in fiscal 2024 and 16 % of net sales in fiscal 2023. The Company's
segments are further discussed in Note 19.

 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 52 or 53 weeks, ending on the Saturday closest to March 31. Based on this policy, fiscal year 2025 contained 52 weeks,
fiscal year 2024 contained 52 weeks and fiscal year 2023 contained 52 weeks.

 Certain amounts reported in previous years have been reclassified to conform to the fiscal
year 2025 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.

 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. These types
of contracts comprised less than 1 % of total sales for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023, respectively.
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.

 Government Assistance

 Like other companies involved
in the aerospace industry that were impacted by the COVID-19 pandemic, the Company took part in the Aviation Manufacturing Jobs Protection
("AMJP") program. The AMJP program provided funding to eligible businesses to pay a portion of their compensation costs for
certain categories of employees for a period of time as part of a U.S. Department of Transportation program designed to maintain jobs
in the aviation industry. During the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023, the Company recorded grant revenue
of $ 0.0, $ 0.0 and $ 3.1, respectively, all of which was recorded within cost of sales on the consolidated statements of operations. The
Company does not expect to receive any future grant revenue associated with the AMJP program.

 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 10% as of March 29, 2025 or March 30, 2024 with the exception of Motion Industries.
Approximately 15 % and 16 % of accounts receivable at March 29, 2025 and March 30, 2024, respectively, were attributable to Motion
Industries.

 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 (Unbilled Receivables)

 Pursuant to the over-time
revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable 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.
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

 20 - 30 years

 Machinery and equipment

 3 - 15 years

 Leasehold improvements

 Shorter of the term of lease or estimated useful life

 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.

 The Company must classify
each lease as a finance lease or an operating lease. The Company's finance leases are included in property, plant and equipment, net.
Amortization of these assets is included in depreciation and amortization expense. The Company's operating leases consist of rent commitments
under various leases for office space, warehouses, land and buildings.

 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.

 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 2025. 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 assumption
used in the discounted cash flow method used to estimate fair value is gross margin, 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 13.8 % 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.

 Contract Liabilities (Deferred Revenue)

 The Company may receive 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. 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.

 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 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.

 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 dilutive effect of the MCPS is calculated using the if-converted method. The if-converted method assumes that
these securities were converted to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive.
If the effect is anti-dilutive, we calculate net income per share attributable to common stockholders by adjusting net income in the numerator
for the effect of the cumulative MCPS dividends for the respective period.

 The Company issued 2,029,955 shares
of common stock upon the conversion of the MCPS.

 Because the MCPS is no longer
outstanding, the Company will not pay dividends on the MCPS in the future. This will amount to a cash savings of $ 23.0 per year.

 For the fiscal years ended
March 29, 2025, March 30, 2024 and April 1, 2023, the effect of assuming the conversion of the 4,600,000 shares of MCPS into shares of
common stock was anti-dilutive, and therefore excluded from the calculation of diluted earnings per share attributable to common stockholders.
Accordingly, net income was reduced by cumulative MCPS dividends, as presented in our consolidated statement of operations, for purposes
of calculating net income attributable to common stockholders.

 For the fiscal year ended
March 29, 2025, 55,449 employee stock options and 130 restricted shares were excluded from the calculation of diluted earnings per share
attributable to common stockholders. For the fiscal year ended March 30, 2024, 120,954 employee stock options and 250 restricted shares
were excluded from the calculation of diluted earnings per share attributable to common stockholders. At April 1, 2023, 110,368 employee
stock options and 1,185 restricted shares were excluded from the calculation of diluted earnings per share attributable to common stockholders.
The inclusion of these employee stock options and restricted shares would have been anti-dilutive.

 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.

 2025

 2024

 2023

 $
 246.2

 $
 209.9

 $
 166.7

 12.4

 23.0

 22.9

 Net income attributable to common stockholders

 $
 233.8

 $
 186.9

 $
 143.8

 Denominator:

 Denominator for basic net income per share attributable to common stockholders — weighted-average shares outstanding

 30,136,501

 28,917,008

 28,764,092

 Effect of dilution due to contingently issuable shares related to performance-based awards

 11,564

 —

 —

 Effect of dilution due to employee stock awards

 206,405

 272,048

 308,337

 Denominator for diluted net income per share attributable to common stockholders — weighted-average shares outstanding

 30,354,470

 29,189,056

 29,072,429

 Basic net income per share attributable to common stockholders

 $
 7.76

 $
 6.47

 $
 5.00

 Diluted net income per share attributable to common stockholders

 $
 7.70

 $
 6.41

 $
 4.94

 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 fiscal year 2025, impairment
charges related to certain patents and trademarks totaling $ 0.5 were recorded based on our internal assessments performed.

 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 $ 33.0, $ 33.0 and $ 31.8, for fiscal years
2025, 2024 and 2023, respectively.

 Fair Value Measurements

 Fair value is the price that
would 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). Inputs used to measure fair value are within a hierarchy consisting of three levels. Level 1 inputs represent unadjusted
quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent 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 inputs represent 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.

 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 an interest rate swap and 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 $ 470.5 and $ 456.8 at March 29, 2025 and March 30, 2024, respectively. The carrying
value of this debt was $ 495.1 at March 29, 2025 and $ 494.2 at March 30, 2024. The fair value of long-term fixed-rate debt was measured
using Level 1 inputs. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term
variable-rate debt is a reasonable estimate of its fair value. The fair value of the Interest Rate Swap was $( 0.3) and $ 1.6 at March 29,
2025 and March 30, 2024, respectively, and was measured using Level 2 inputs. This amount is included in accrued expenses and other current
liabilities on the Company's consolidated balance sheets. The Interest Rate Swap, net of taxes, had accumulated other comprehensive
loss of $( 0.2) and accumulated other comprehensive income of $ 1.2 as of March 29, 2025 and March 30, 2024 and was included in accumulated
other comprehensive income/(loss) on the Company's consolidated balance sheets, and in the Company's consolidated statements
of comprehensive income/(loss). The fair value of the Cross Currency Swap was $( 0.2) at March 29, 2025, and was measured using Level 2
inputs. This amount is included in other noncurrent liabilities on the Company's consolidated balance sheets. The Cross Currency
Swap, net of taxes, had accumulated other comprehensive loss of $( 0.2) as of March 29, 2025, and was included in accumulated other comprehensive
income/(loss) on the Company's consolidated balance sheets, and in the Company's consolidated statements of comprehensive
income/(loss).

 The Company does not believe
it has significant concentrations of risk associated with the counterparties to its financial instruments.

 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:

Translation

 Change in

 Fair Value

of Interest

 Rate Swap

 Change in

Fair Value

 of Cross

Swap

 Pension and
 Postretirement
 Liability

 Total

 Balance at March 30, 2024

 $
 ( 3.6
)

 $
 1.2

 $
 —

 $
 3.1

 $
 0.7

 Reclassification to net income

 —

 2.0

 —

 —

 2.0

 Change in pension and postretirement liability

 —

 —

 —

 2.4

 2.4

 Net loss on foreign currency translation

 ( 2.9
)

 —

 —

 —

 ( 2.9
)

 Loss on Interest Rate Swap, net of taxes

 —

 ( 3.4
)

 —

 —

 ( 3.4
)

 Loss on Cross Currency Swap, net of taxes

 —

 —

 ( 0.2
)

 —

 ( 0.2
)

 Net current period other comprehensive income

 ( 2.9
)

 ( 1.4
)

 ( 0.2
)

 2.4

 ( 2.1
)

 Balance at March 29, 2025

 $
 ( 6.5
)

 $
 ( 0.2
)

 $
 ( 0.2
)

 $
 5.5

 $
 ( 1.4
)

 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 November 2023, Financial
Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures. The amendments in ASU 2023-07 improve the disclosures about a public entity's reportable segments
and address requests from investors for additional, more detailed information about a reportable segment's expenses. Following the
release of ASU 2023-07 in November 2023, the effective date will be annual reporting periods beginning after December 15, 2023. As of
March 29, 2025, the Company has updated our segment disclosure to comply with the updated requirements. Refer to "Note 19: Reportable
Segments" for additional information.

 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. We are currently evaluating the
impact the standard will have on our consolidated financial statements.

 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. We are currently evaluating the impact the standard will have on our consolidated financial statements.

 Other new pronouncements issued
but not effective until after March 29, 2025 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):

 2025

 2024

 2023

 $
 592.8

 $
 519.4

 $
 430.3

 1,043.5

 1,040.9

 1,039.0

 $

 $

 $

 The following table disaggregates
total revenue by geographic origin:

 2025

 2024

 2023

 United States

 $
 1,449.7

 $
 1,375.4

 $
 1,292.9

 International

 186.6

 184.9

 176.4

 $

 $

 $

 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:

 2025

 2024

 2023

 Point-in-time

 %

 %

 %

 Over time

 %

 %

 %

 %

 %

 %

 Remaining Performance Obligations

 Remaining performance obligations
represent the transaction price of orders meeting the definition of a contract in the new revenue standard 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 $ 542.2 at March
29, 2025. The Company expects to recognize revenue on approximately 65 % and 89 % of the remaining performance obligations over the next
12 and 24 months, respectively, with the remainder recognized thereafter.

 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 (Unbilled
Receivables) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced.
An unbilled receivable 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.

 As of March 29, 2025 and March
30, 2024, current contract assets were $ 6.6 and $ 6.9, respectively, and included within prepaid expenses and other current assets on the
consolidated balance sheets. The decrease in contract assets was primarily due to amounts billed to customers during the period partially
offset by the recognition of revenue related to the satisfaction or partial satisfaction of performance obligations prior to billing.
As of March 29, 2025 and March 30, 2024, the Company did not have any contract assets classified as noncurrent on the consolidated balance
sheets.

 Contract Liabilities (Deferred
Revenue) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior
to revenue being recognized. Since the performance obligations related to such advances may not have been satisfied, a contract liability
is established. 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 29, 2025 and March
30, 2024, current contract liabilities were $ 32.7 and $ 22.5, respectively, and included within accrued expenses and other current liabilities
on the consolidated balance sheets. The increase in current contract liabilities was primarily due to advance payments received and the
reclassification of a portion of advance payments received from the noncurrent portion of contract liabilities partially offset by revenue
recognized on customer contracts. For the year ended March 29, 2025, the Company recognized revenues of $ 18.1 that were included in the
contract liability balance as of March 30, 2024. For the year ended March 30, 2024, the Company recognized revenues of $ 16.4 that were
included in the contract liability balance at April 1, 2023.

 As of March 29, 2025 and March
30, 2024, noncurrent contract liabilities were $ 12.1 and $ 19.9, respectively, and included within other noncurrent liabilities on the
consolidated balance sheets. The decrease in noncurrent contract liabilities was primarily due to the reclassification of a portion of
advance payments received to the current portion of contract liabilities partially offset by noncurrent advance payments received.

 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 $ 40.0 and $ 38.0 at March 29, 2025 and March 30, 2024, respectively,
and are included within accrued expenses and other current liabilities on the consolidated balance sheets.

 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.

 Recurring Fair Value Measurements

 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 an interest rate swap and 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 $ 470.5 and $ 456.8 at March 29, 2025 and March 30, 2024, respectively. The carrying
value of this debt was $ 495.1 at March 29, 2025 and $ 494.2 at March 30, 2024. The fair value of long-term fixed-rate debt was measured
using Level 1 inputs. Due to the nature of fair value calculations for variable-rate debt, the carrying value of the Company's long-term
variable-rate debt is a reasonable estimate of its fair value. The fair value of the Interest Rate Swap was $( 0.3) and $ 1.6 at March 29,
2025 and March 30, 2024, respectively, and was measured using Level 2 inputs. This amount is included in accrued expenses and other current
liabilities on the Company's consolidated balance sheets. The Interest Rate Swap, net of taxes, had accumulated other comprehensive
loss of $( 0.2) and accumulated other comprehensive income of $ 1.2 as of March 29, 2025 and March 30, 2024 and was included in accumulated
other comprehensive income/(loss) on the Company's consolidated balance sheets, and in the Company's consolidated statements
of comprehensive income/(loss). The fair value of the Cross Currency Swap was $( 0.2) at March 29, 2025, and was measured using Level 2
inputs. This amount is included in other noncurrent liabilities on the Company's consolidated balance sheets. The Cross Currency
Swap, net of taxes, had accumulated other comprehensive loss of $( 0.2) as of March 29, 2025, and was included in accumulated other comprehensive
income/(loss) on the Company's consolidated balance sheets, and in the Company's consolidated statements of comprehensive
income/(loss).

 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:

 Balance at
 Beginning of
 Year

 Additions

 Other*

 Write-offs

 Balance at
 End of Year

 March 29, 2025

 $
 4.4

 $
 1.2

 $
 ( 0.1
)

 $
 ( 0.1
)

 $
 5.4

 March 30, 2024

 $
 3.7

 $
 0.2

 $
 0.5

 $
 —

 $
 4.4

 April 1, 2023

 $
 2.7

 $
 0.8

 $
 0.4

 $
 ( 0.2
)

 $
 3.7

 *
 Foreign currency, price discrepancies, customer returns, disposition
and acquisition transactions.

 6. Inventory

 The major
classes of inventories are summarized below:

 2025

 2024

 Raw materials and work in process

 30.8
 %

 28.4
 %

 Finished goods and components

 69.2
 %

 71.6
 %

 100.0
 %

 100.0
 %

 7. Property,
Plant and Equipment

 Property, plant and equipment
consist of the following:

 2025

 2024

 Land

 $
 27.4

 $
 25.2

 Buildings and improvements

 187.4

 175.0

 Machinery and equipment

 523.3

 497.8

 738.1

 698.0

 Less: accumulated depreciation

 ( 379.1
)

 ( 337.0
)

 $
 359.0

 $
 361.0

 Depreciation expense was $ 48.2,
$ 48.9 and $ 46.2 for the fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023, respectively. Of these amounts, $ 6.8, $ 6.3
and $ 5.1 were included within selling, general and administrative expenses on the consolidated statements of operations for the fiscal
years ended March 29, 2025, March 30, 2024, and April 1, 2023, respectively. The remainder was included within cost of sales on the consolidated
statements of operations.

 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 2025 to March 2043, including renewal options.

 The following table represents
the impact of leasing on the consolidated balance sheets:

 Assets:

 Balance Sheet Classification

 2025

 2024

 Operating lease assets

 Operating lease assets

 $
 58.6

 $
 41.4

 Finance lease right of use assets, net

 Property, plant and equipment, net

 45.3

 49.4

 Total leased assets, net

 $
 103.9

 $
 90.8

 Liabilities:

 Current operating lease liabilities

 Current operating lease liabilities

 $
 9.2

 $
 7.0

 Current finance lease liabilities

 Accrued expenses and other current liabilities

 5.9

 5.7

 Noncurrent operating lease liabilities

 Noncurrent operating lease liabilities

 50.3

 35.3

 Noncurrent finance lease liabilities

 Other noncurrent liabilities

 43.4

 46.7

 Total lease liabilities

 $
 108.8

 $
 94.7

 For the year ended March 29,
2025, $ 51.8 of assets included in buildings and improvements and $ 8.8 of assets included in machinery and equipment were accounted for
as finance leases. For the year ended March 30, 2024, $ 51.8 of assets included in buildings and improvements and $ 7.9 of assets included
in machinery and equipment were accounted for as finance leases. At March 29, 2025 and March 30, 2024, the Company had accumulated amortization
of $ 15.3 and $ 10.3 associated with these assets, respectively. Amortization expense associated with these finance leases was $ 5.2, $ 4.9
and $ 4.5 for the years ended March 29, 2025, March 30, 2024 and April 1, 2023, respectively, and is included within depreciation expense
disclosed in Note 7.

 Cash paid associated with
operating lease liabilities was $ 9.0 and $ 8.1 for the fiscal years ended March 29, 2025 and March 30, 2024, respectively, all of which
were included within the operating cash flow section of the consolidated statements of cash flows. Lease assets obtained in exchange for
new operating lease liabilities were $ 24.4 and $ 1.7 for the fiscal years ended March 29, 2025 and March 30, 2024, respectively. Lease
modifications which resulted in newly obtained lease assets in exchange for new operating lease liabilities were $ 0.8 and $ 5.4 for the
fiscal years ended March 29, 2025 and March 30, 2024, respectively.

 Cash paid associated with
finance lease liabilities was $ 6.0 and $ 5.3 for the fiscal years ended March 29, 2025 and March 30, 2024, respectively. Of these amounts,
$ 4.1 and $ 3.6 were included within the financing cash flow section of the consolidated statements of cash flows for the fiscal years ended
March 29, 2025 and March 30, 2024, respectively. $ 1.7 and $ 1.8 of these cash payments were included within the operating cash flow section
of the consolidated statements of cash flows for the fiscal years ended March 29, 2025 and March 30, 2024, respectively. Lease assets
obtained in exchange for new finance lease liabilities were $ 1.3 and $ 2.3 for the fiscal years ended March 29, 2025 and March 30, 2024,
respectively. Lease modifications which resulted in reductions of lease assets in exchange for reductions of finance lease liabilities
were $ 0.0 and $ 0.0 for the fiscal years ended March 29, 2025 and March 30, 2024, respectively.

 Total operating lease expense
was $ 10.4, $ 10.1 and $ 9.9 for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023, respectively. Short-term and variable
lease expenses were immaterial.

 Total finance lease expense
was $ 7.0 for the fiscal year ended March 29, 2025, of which, $ 5.3 was related to amortization expense of finance lease assets and $ 1.7
was related to interest expense. Total finance lease expense was $ 6.7 for the fiscal year ended March 30, 2024, of which, $ 5.0 was related
to amortization expense of finance lease assets and $ 1.7 was related to interest expense. Total finance lease expense was $ 6.4 for the
fiscal year ended April 1, 2023, of which, $ 4.5 was related to amortization expense of finance lease assets and $ 1.9 was related to interest
expense. Variable lease expense was immaterial for each of the last three fiscal years.

 Future undiscounted lease
payments for the remaining lease terms as of March 29, 2025, including renewal options reasonably certain of being exercised, are as follows:

 Operating Leases

 Finance Leases

 Within one year

 $
 9.3

 $
 6.0

 One to two years

 9.4

 5.5

 Two to three years

 7.3

 4.7

 Three to four years

 5.9

 4.0

 Four to five years

 5.5

 4.2

 Thereafter

 42.8

 37.5

 Total future undiscounted lease payments

 80.2

 61.9

 Less: imputed interest

 ( 20.7
)

 ( 12.6
)

 Total lease liabilities

 $
 59.5

 $
 49.3

 The weighted-average
remaining lease term on March 29, 2025 for our operating leases is 11.6 years. The weighted-average discount rate on March 29, 2025
for our operating leases is 5.8 %.

 The weighted-average
remaining lease term on March 29, 2025 for our finance leases is 13.5 years. The weighted-average discount rate on March
29, 2025 for our finance leases is 3.5 %.

 9. Goodwill
and Intangible Assets

 Goodwill

 Goodwill balances, by segment,
consist of the following:

 Aerospace/

Defense

 Total

 April 1, 2023

 $
 194.1

 $
 1,675.7

 $
 1,869.8

 Acquisition (1)

 5.1

 —

 5.1

 Translation adjustments

 —

 ( 0.0
)

 ( 0.0
)

 March 30, 2024

 $
 199.2

 $
 1,675.7

 $
 1,874.9

 Translation adjustments

 —

 ( 2.7
)

 ( 2.7
)

 March 29, 2025

 $
 199.2

 $
 1,673.0

 $
 1,872.2

 (1)
 Goodwill associated with the acquisition of Specline, Inc.

 Intangible Assets

 The table below summarizes
the net book value and weighted average useful lives of our intangible assets.

 Weighted

 March 29, 2025

 March 30, 2024

 Average

 Useful Lives

 (Years)

 Gross

 Carrying

 Accumulated

 Amortization

 Gross

 Carrying

 Accumulated Amortization

 Product approvals

 $

 50.7

 $

 22.2

 $

 50.7

 $

 20.3

 Customer relationships and lists

 1,301.0

 215.1

 1,300.7

 160.7

 Trade names

 217.2

 41.8

 217.2

 32.5

 Patents and trademarks

 10.0

 6.5

 10.8

 6.5

 Domain names

 0.4

 0.4

 0.4

 0.4

 Internal-use software

 21.7

 14.5

 16.7

 8.8

 Other

 1.6

 1.3

 1.6

 1.3

 1,602.6

 301.8

 1,598.1

 230.5

 Non-amortizable repair station certifications

 n/a

 24.3

 —

 24.3

 —

 Total

 $

 1,626.9

 $

 301.8

 $

 1,622.4

 $

 230.5

 Amortization expense for
definite-lived intangible assets during fiscal years 2025, 2024 and 2023 was $ 71.8, $ 70.4 and $ 69.1, respectively. During fiscal
year 2025, impairment charges related certain patents and trademarks totaling $ 0.5 were recorded based on our internal assessments
performed. These charges were recorded at Corporate. Estimated amortization expense for the five succeeding fiscal years and
thereafter is as follows:

 2026

 $
 69.2

 2027

 66.0

 2028

 65.2

 2029

 64.4

 2030

 64.4

 2031 and thereafter

 971.6

 10. Accrued
Expenses and Other Current Liabilities

 The significant components
of accrued expenses and other current liabilities are as follows:

 2025

 2024

 Employee compensation and related benefits

 $
 45.2

 $
 35.7

 Taxes

 11.1

 23.1

 Contract liabilities

 32.7

 22.5

 Accrued rebates

 40.0

 38.0

 Workers compensation and insurance

 0.5

 0.4

 Current finance lease liabilities

 5.9

 5.7

 Accrued preferred stock dividends

 —

 4.8

 Interest

 12.2

 10.4

 Legal

 2.1

 1.3

 Returns and warranties

 9.4

 9.2

 Other

 6.9

 16.2

 $
 166.0

 $
 167.3

 11. Debt

 Domestic Credit Facility

 The Credit Agreement, which
was entered into in fiscal 2022, provides the Company with (a) the $ 1,300.0 Term Loan, which was used to fund a portion of the purchase
price for the acquisition of Dodge and to pay related fees and expenses, and (b) the $ 500.0 Revolving Credit Facility. Debt issuance costs
associated with the Credit Agreement totaled $ 14.9 and are being amortized over the life of the Credit Agreement.

 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 2.00% depending on the Company's consolidated
ratio of total net debt to consolidated EBITDA (as defined within the Credit Agreement) from time to time. The Facilities are subject
to a SOFR floor of 0.00%. As of March 29, 2025, 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 1.00%. A portion of the Term Loan is subject to a fixed-rate interest swap as discussed in Note
12.

 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 $ 0 for fiscal 2026 and $ 413.0 for fiscal 2027. The Revolving
Credit Facility expires in November 2026, at which time all amounts outstanding under the Revolving Credit Facility will be payable.

 The Credit Agreement requires
the Company to comply with various covenants, including the following financial covenants: (a) a maximum Total Net Leverage Ratio (as
defined within the Credit Agreement) of 5.00:1.00, which maximum Total Net Leverage Ratio shall decrease during certain subsequent test
periods as set forth in the Credit Agreement (provided that, no more than once during the term of the Facilities, such maximum ratio applicable
at such time may be increased by the Company by 0.50:1.00 for a period of twelve (12) months after the consummation of a material acquisition);
and (b) a minimum Interest Coverage Ratio of 2.00:1.00. As of March 29, 2025 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 29, 2025, $ 413.0
was outstanding under the Term Loan, $ 5.0 was outstanding under the Revolving Credit Facility 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 up to an additional $ 491.3 under the Revolving Credit Facility as of March 29, 2025.

 Senior Notes

 In fiscal 2022, RBCA issued
$ 500.0 aggregate principal amount of 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 cash purchase
price for the acquisition of Dodge.

 The Senior Notes were issued
pursuant to the Indenture with Wilmington Trust, National Association, as trustee. 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 on or after October 15, 2024 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

 The Foreign Credit Line provides
Schaublin SA with a CHF 5.0 (approximately $ 5.5 USD) credit line with Credit Suisse (Switzerland) Ltd. to provide future working capital,
if necessary. As of March 29, 2025, $ 0.1 was being utilized to provide a bank guarantee. Fees associated with the Foreign 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
fixed-rate mortgage on the building for CHF 4.0 (approximately $ 4.5 USD).

 The balances payable under all borrowing facilities
are as follows:

 2025

 2024

 Revolver and term loan facilities

 $
 418.0

 $
 695.2

 Senior notes

 500.0

 500.0

 Debt issuance cost

 ( 8.3
)

 ( 10.7
)

 Other

 10.4

 7.4

 Total debt

 920.1

 1,191.9

 Less: current portion

 1.7

 3.8

 Long-term debt

 $
 918.4

 $
 1,188.1

 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.

 In fiscal 2023, the Company
entered into the three-year U.S. dollar-denominated Interest Rate Swap with a third-party financial counterparty under the Credit Agreement
(see Note 11). The Interest Rate Swap was executed to protect the Company from interest rate volatility on our variable-rate Term Loan.
The Interest Rate Swap became effective December 30, 2022 and is comprised of a $ 600.0 notional with a maturity of three years. The notional
is $ 100.0 as of March 29, 2025. We receive a variable rate based on one-month Term SOFR and pay a fixed rate of 4.455 %. As of March 29,
2025, after given effect to the Interest Rate Swap, approximately 66 % of our debt bore interest at a fixed rate after giving effect to
the Interest Rate Swap. The notional on the Interest Rate Swap will amortize as follows:

 Year 1: $ 600.0

 Year 2: $ 400.0

 Year 3: $ 100.0

 The Interest Rate Swap has
been designated as a cash flow hedge of the variability of the first unhedged interest payments (the hedged transactions) paid over the
hedging relationship's specified time period of three years attributable to the borrowing's contractually specified interest
index on the hedged principal of its general borrowing program or replacement or refinancing thereof. The fair value of the Interest Rate
Swap has been disclosed in Note 4. The accumulated other comprehensive income derivative component balance, net of taxes, was a $( 0.2)
loss and a $ 1.2 gain at March 29, 2025 and March 30, 2024, respectively. The gain/loss reclassified from accumulated other comprehensive
income/(loss) into earnings will be recorded as interest income/expense on the Interest Rate Swap and will be included in the operating
section of the Company's consolidated statements of cash flows.

 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 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 fair value of the Cross Currency Swap has been disclosed in Note 4. The accumulated other
comprehensive income derivative component balance, net of taxes, was a $( 0.2) loss at March 29, 2025. The gain/loss reclassified from
accumulated other comprehensive income/(loss) into earnings will be recorded as interest income/expense on the Cross Currency Swap and
will be included in the operating section of the Company's consolidated statements of cash flows.

 13. Other
Noncurrent Liabilities

 The significant components
of other noncurrent liabilities consist of:

 2025

 2024

 Other postretirement benefits

 $
 8.1

 $
 10.7

 Noncurrent income tax liability

 16.2

 14.1

 Deferred compensation

 27.4

 29.9

 Contract liabilities

 12.1

 19.9

 Noncurrent finance lease liabilities

 43.4

 46.7

 Other

 4.8

 3.5

 $
 112.0

 $
 124.8

 14. Employee Benefit Plans

 Noncontributory Defined Benefit Pension Plan

 At March 29, 2025, 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.

 Plan assets are comprised
primarily of equity and fixed income investments. As of March 29, 2025 and March 30, 2024, Plan assets were $ 9.4 and $ 9.1, respectively.

 The fair value of the above
investments was determined using quoted market prices of identical instruments. Therefore, the valuation inputs within the fair value
hierarchy established by ASC 820 were classified as Level 1 of the valuation hierarchy.

 Benefits under the Plan are
not a function of employees' salaries; thus, the accumulated benefit obligation equals the projected benefit obligation. At March 29,
2025 and March 30, 2024, the projected benefit obligation was $ 3.7 and $ 3.7, respectively.

 The discount rates used in
determining the funded status of the Plan as of March 29, 2025 and March 30, 2024 were 5.30 % and 5.00 %, respectively.

 The funded status of the Plan
and the amount recognized in the balance sheet at March 29, 2025 and March 30, 2024 were $ 5.7 and $ 5.4, respectively. These overfunded
amounts are included within noncurrent assets on the consolidated balance sheets.

 Net periodic benefit cost/(income)
of the Plan for fiscal years 2025, 2024 and 2023 was $( 0.1), $ 0.1 and $ 0.2, respectively. The discount rate used to determine net periodic
benefit cost for fiscal years 2025, 2024 and 2023 was 5.00 %, 4.70 % and 3.30 %, respectively.

 Foreign Pension Plans

 Two of the Company's
foreign operations, Schaublin and Swiss Tool, sponsor pension plans for their approximately 156 and 33 employees, respectively, in conformance
with Swiss pension law. The Schaublin plan is funded with an independent semi-autonomous collective provident foundation whereas the Swiss
Tool plan is funded with a reputable Swiss insurer. The unfunded liabilities of these plans at March 29, 2025 and March 30, 2024 were
$ 0.1 and $ 2.3, respectively, and recorded within other noncurrent liabilities on the consolidated balance sheets. For fiscal 2025, 2024
and 2023, net periodic benefit cost for these plans was $ 2.3, $ 2.0 and $ 1.8, respectively.

 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 10 % - 100 % of eligible amounts contributed by employees, amounted to $ 9.9, $ 9.6 and
$ 8.6 in fiscal 2025, 2024 and 2023, respectively.

 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 75 % of their current salary and up to 100 % of bonus compensation. As of March
29, 2025 and March 30, 2024, the SERP assets were $ 34.9 and $ 33.0, respectively, of which, $ 2.0 and $ 0.0 were classified as other current
assets on the consolidated balance sheets, respectively, while the remainder was recorded in other noncurrent assets on the consolidated
balance sheets. As of March 29, 2025 and March 30, 2024, the SERP liabilities were $ 29.4 and $ 29.9, respectively, of which, $ 2.0 and $ 0.0
were recorded in accrued expenses on the consolidated balance sheets, respectively, while the remainder was included within other noncurrent
liabilities on the consolidated balance sheets.

 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 $ 2.0 and $ 2.2 at March 29, 2025 and March 30, 2024, respectively.
Of these amounts, $ 0.2 is considered current and is included within accrued expenses and other current liabilities on the consolidated
balance sheets as of both March 29, 2025 and March 30, 2024. The remainder of the balances are included in other noncurrent liabilities
in the consolidated balance sheets. The Company also maintains a frozen defined benefit heath care plan for Dodge employees with postretirement
benefit obligations of $ 5.4 and $ 5.8 at March 29, 2025 and March 30, 2024, respectively. Of these amounts, $ 0.7 and $ 0.8 were considered
current at March 29, 2025 and March 30, 2024. The amounts are included within the same balance sheet line items as other postretirement
health care plans maintained by the Company.

 15. Income
Taxes

 Income before income taxes for the Company's domestic
and foreign operations is as follows:

 2025

 2024

 2023

 Domestic

 $
 292.5

 $
 240.8

 $
 191.0

 Foreign

 19.4

 21.0

 18.7

 Total income before income taxes

 $
 311.9

 $
 261.8

 $
 209.7

 The provision for income taxes consists of the
following:

 2025

 2024

 2023

 Current tax expense:

 Federal

 $
 78.5

 $
 53.1

 $
 53.0

 State

 9.5

 5.9

 7.5

 Foreign

 4.5

 5.2

 3.9

 92.5

 64.2

 64.4

 Deferred tax expense:

 Federal

 ( 21.0
)

 ( 9.3
)

 ( 20.0
)

 State

 ( 4.6
)

 ( 4.3
)

 ( 2.6
)

 Foreign

 ( 1.2
)

 1.3

 1.2

 ( 26.8
)

 ( 12.3
)

 ( 21.4
)

 Total income taxes

 $
 65.7

 $
 51.9

 $
 43.0

 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:

 2025

 2024

 2023

 Income taxes using U.S. federal statutory rate

 $
 65.5

 $
 55.0

 $
 44.0

 State income taxes, net of federal benefit

 4.2

 0.8

 3.9

 0.2

 ( 0.9
)

 ( 1.6
)

 Foreign rate differential

 0.3

 2.0

 1.1

 Research and development credits

 ( 2.4
)

 ( 2.5
)

 ( 2.4
)

 Company-owned life insurance

 ( 0.2
)

 ( 0.8
)

 0.3

 Foreign derived intangible income (FDII)

 ( 3.7
)

 ( 3.3
)

 ( 2.7
)

 U.S. unrecognized tax positions

 1.2

 1.5

 ( 1.9
)

 Valuation allowance

 ( 1.1
)

 ( 1.7
)

 0.0

 Other - net

 1.7

 1.8

 2.3

 $
 65.7

 $
 51.9

 $
 43.0

 Net deferred tax assets (liabilities) are comprised
of the following:

 2025

 2024

 Deferred tax assets:

 Pension and postretirement benefits

 $
 1.3

 $
 1.5

 Employee compensation accruals

 10.8

 11.4

 Inventory reserves

 19.9

 15.6

 Operating lease liabilities

 10.5

 8.0

 Finance lease liabilities

 0.9

 0.3

 Stock compensation

 4.1

 5.4

 Tax loss and credit carryforwards

 12.3

 11.5

 State tax

 2.0

 1.3

 Other accrued liabilities

 9.6

 8.1

 Capitalized research and development costs

 21.5

 16.4

 Other

 0.9

 0.4

 Total gross deferred tax assets

 93.8

 79.9

 Valuation allowance

 ( 5.7
)

 ( 7.0
)

 Total deferred tax assets

 $
 88.1

 $
 72.9

 Deferred tax liabilities:

 Property, plant and equipment

 $
 ( 31.1
)

 $
 ( 32.4
)

 Operating lease assets

 ( 10.3
)

 ( 7.7
)

 Other

 ( 4.2
)

 ( 3.7
)

 Intangible assets

 ( 299.3
)

 ( 312.4
)

 Total deferred tax liabilities

 $
 ( 344.9
)

 $
 ( 356.2
)

 Total net deferred liabilities

 $
 ( 256.8
)

 $
 ( 283.3
)

 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 29, 2025 the valuation allowance
decreased by $ 1.3. For the fiscal year ended March 30, 2024 the valuation allowance decreased by $ 1.5, which primarily related to the
expiration of a capital loss carryforward. These valuation allowances are required because management has determined, based on financial
projections and available tax strategies, that it is unlikely the net operating losses and credits will be utilized before they expire.
If events or circumstances change, valuation allowances are adjusted at that time resulting in an income tax benefit or charge.

 At March 29, 2025, the Company
had State net operating loss carryovers in different jurisdictions at varying amounts up to $ 5.3, which expire at various dates through
2036. At March 29, 2025, the Company had foreign net operating loss carryovers in different jurisdictions at varying amounts totaling
$ 1.8, which will expire at various dates through fiscal 2028. At March 29, 2025, the Company had U.S. federal and state credits in different
jurisdictions at varying amounts up to $ 11.3 which principally expire at various dates through 2039.

 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 29, 2025 on approximately
$ 87.4 of undistributed earnings of foreign subsidiaries or for any additional tax on the deemed repatriated earnings because the Company
intends to reinvest these funds indefinitely to support foreign growth opportunities and foreign operations. Due to the inherent complexity
of the multinational tax environment in which the Company operates, it is not practicable to estimate the unrecognized deferred tax liability
on these undistributed earnings. These earnings could become subject to additional tax under certain circumstances including, but not
limited to, loans to the Company, or upon sale or pledging of the foreign subsidiary's stock.

 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 29, 2025 and March 30, 2024 would
affect the effective income tax rate.

 A reconciliation of the beginning and ending amount
of unrecognized tax benefits is as follows:

 2025

 2024

 2023

 Balance, beginning of year

 $
 15.2

 $
 13.1

 $
 22.8

 Gross increases (decreases) – tax positions taken during a prior period

 1.5

 2.0

 ( 8.9
)

 Gross increases – tax positions taken during the current period

 4.5

 1.7

 1.7

 Reductions due to lapse of the applicable statute of limitations

 ( 1.4
)

 ( 1.6
)

 ( 2.5
)

 Balance, end of year

 $
 19.8

 $
 15.2

 $
 13.1

 The Company recognizes the
interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company recognized an expense of $ 0.3 for
the fiscal year ended March 29, 2025 and benefit of $ 0.3 and expense of $ 0.1 related to interest and penalties on its statement of operations
for the fiscal years ended March 30, 2024 and April 1, 2023, respectively. The Company had approximately $ 1.6 and $ 1.2 of accrued interest
and penalties at March 29, 2025 and March 30, 2024, respectively.

 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 $ 1.6.

 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 2, 2022, 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
2, 2022.

 16. Stockholders'
Equity

 Preferred Stock

 We are authorized to issue
 10,000,000 shares of preferred stock, $ 0.01 par value per share, in one or more series and to fix the powers, designations, preferences
and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms,
liquidation preferences and the number of shares constituting any series, without any further vote or action by our stockholders.

 In fiscal 2022, we completed
an offering of 4,600,000 shares of MCPS to fund a portion of the purchase price for the acquisition of Dodge.

 Holders of MCPS received cash
dividends at the annual rate of 5.00 % of the liquidation preference of $ 100 per share. The Company made dividend payments of $ 5.7 on April
12, 2024, $ 5.8 on July 12, 2024, and $ 5.7 on October 15, 2024

 On October 15, 2024, each
then-outstanding share of the MCPS converted into 0.4413 shares of the Company's common stock. The conversion rate was
based on a value for the common stock equal to the lower of (i) the average of the daily VWAPs in the 20-trading-day period through October
14, 2024 (the daily VWAP is the per share volume-weighted average price of the Common Stock on the New York Stock Exchange for a given
trading day as reported by Bloomberg) or (ii) $ 226.63. Because the VWAP average for the 20 trading days through October 14 was
$ 292.55, the $ 226.63 common stock value was utilized to produce the conversion rate of 0.4413 shares of common stock for
each share of MCPS. This is known as the "Minimum Conversion Rate" in the Certificate of Designations defining the terms of
the MCPS.

 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 2,029,955 shares
of common stock upon the conversion of the MCPS.

 Common Stock

 We were authorized
to issue 60,000,000 shares of common stock, $ 0.01 par value per share. Holders of common stock are entitled to one vote per share. Holders
of common stock are entitled to receive dividends, if and when declared by our Board of Directors, and to share ratably in our assets
legally available for distribution to our stockholders in the event of liquidation after giving effect to any liquidation preference for
the benefit of any preferred stock then outstanding. Holders of common stock have no preemptive, subscription, redemption, or conversion
rights. The holders of common stock do not have cumulative voting rights. The holders of a majority of the shares of common stock can
elect all of the directors and can control our management and affairs.

 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. 1,500,000
shares of common stock were authorized for issuance under each Equity Plan when it was adopted, subject to adjustment in the event of
a reorganization, stock split, merger or similar change in the Company's corporate structure or in the outstanding shares of common
stock. The Company's Compensation Committee administers the Equity Plans, although the Company's Board of Directors also has
the authority to administer the Equity Plans and to take all actions that the Compensation Committee is otherwise authorized to take under
the Equity Plans. The terms and conditions of each award made under an Equity Plan, including vesting requirements, are set forth in a
written agreement with the recipient that is consistent with the terms of the relevant Equity Plan. As of March 29, 2025 the Company's
long-term equity incentive plans were as follows: the 2013 Equity Plan, which expired in 2023 although stock options awarded under this
plan are still outstanding; the 2017 Equity Plan, which expires in 2027; and the 2021 Equity Plan, which expires in 2031. As of March
29, 2025 there were 181,696 and 1,500,000 shares available for future awards under the 2017 and 2021 Equity Plans, respectively.

 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 10 % of the total number of shares authorized under the relevant Equity Plan. The Compensation Committee
will approve the exercise price and term of any option in its discretion; however, the exercise price may not be less than 100 % of the
fair market value of a share of common stock on the date of grant. The Equity Plans also authorize the Compensation Committee to award
incentive stock options conforming to the requirements of Section 422 of the Internal Revenue Code, but to date no such options have been
awarded. As of March 29, 2025, there were 1,500 outstanding options under the 2013 Equity Plan, all of which were exercisable, 312,519
outstanding options under the 2017 Equity Plan, 121,755 of which were exercisable, and no outstanding options under the 2021 Equity Plan.

 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 50 % of the total authorized number of shares under that Equity Plan. As of March 29, 2025,
there were zero, 132,812 and zero shares of restricted stock outstanding under the 2013, 2017 and 2021 Equity Plans, respectively.

 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 no SARs issued or outstanding under the Plans as of March 29, 2025.

 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 29, 2025 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 30, 2024

 505,892

 $
 171.38

 3.6

 $
 50.1

 Awarded

 44,334

 297.81

 Exercised

 ( 223,693
)

 156.25

 Forfeitures

 ( 11,839
)

 189.67

 Expirations

 ( 675
)

 163.35

 Outstanding, March 29, 2025

 314,019

 $
 199.24

 3.7

 $
 39.7

 Exercisable, March 29, 2025

 123,255

 $
 168.15

 2.5

 $
 19.4

 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:

 2025

 2024

 2023

 Dividend yield

 0.00
 %

 0.00
 %

 0.00
 %

 Expected weighted-average life (yrs.)

 5.0

 5.0

 5.0

 Risk-free interest rate

 3.87
 %

 4.20
 %

 3.05
 %

 Expected volatility

 45.95
 %

 46.71
 %

 45.57
 %

 The weighted average fair
value per share of options granted was $ 134.48 in fiscal 2025, $ 99.92 in fiscal 2024 and $ 90.39 in fiscal 2023.

 The Company recorded $ 2.7
(net of taxes of $ 0.8) in compensation expense in fiscal 2025 related to option awards. As of March 29, 2025, there was $ 11.4 of unrecognized
compensation costs related to options which is expected to be recognized over a weighted average period of 3.5 years. The total intrinsic
value of options exercised in fiscal 2025, 2024 and 2023 was $ 33.2, $ 22.9 and $ 16.9, respectively.

 Of the total awards outstanding
at March 29, 2025, 311,466 were either fully vested or are expected to vest. These shares have a weighted average exercise price of $ 198.82,
an intrinsic value of $ 39.5 and a weighted average contractual term of 3.6 years.

 A summary of the status of the
Company's restricted stock outstanding as of March 29, 2025 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 30, 2024

 173,445

 $
 199.09

 Granted

 46,298

 294.66

 Vested

 ( 81,730
)

 196.77

 Forfeitures

 ( 5,201
)

 190.12

 Non-vested, March 29, 2025

 132,812

 $
 234.18

 The weighted average fair
value per share of restricted stock granted was $ 294.66 in fiscal 2025, $ 205.50 in fiscal 2024 and $ 201.60 in fiscal 2023.

 The Company recorded $ 8.7
(net of taxes of $ 2.6) in compensation expense in fiscal 2025 related to restricted stock awards. These awards were valued at the fair
market value of the Company's common stock on the date of issuance and are being amortized as expense over the applicable vesting
period. The total fair value of restricted stock awards that vested during fiscal 2025, 2024, and 2023 was $ 24.5, $ 19.2 and $ 21.2, respectively.
Unrecognized expense for restricted stock was $ 19.7 at March 29, 2025. This cost is expected to be recognized over a weighted average
period of approximately 2.6 years.

 A summary of the status of the
Company's liability classified awards outstanding as of March 29, 2025 and the changes during the year then ended is presented below.

 Intrinsic Value

 Outstanding, March 30, 2024

 $
 11.7

 Awarded

 4.7

 Vested

 ( 5.8
)

 Cancelled

 —

 Change in fair value

 2.7

 Outstanding, March 29, 2025

 $
 13.3

 Estimated liability as of March 29, 2025

 $
 8.4

 The Company recorded
$ 6.5 in stock-based compensation expense in fiscal 2025 related to liability awards. As of March 29, 2025 and
March 30, 2024, $ 5.0 and $ 0.5 were included other current liabilities, respectively. As of March 29, 2025 and March 30, 2024, $ 3.4
and $ 2.0 were included in other noncurrent liabilities, respectively. As of March 29, 2025 there was $ 6.3 of unrecognized
compensation costs related to liability awards which is expected to be recognized over a weighted average period of 1.7 years. The
total intrinsic value of liability classified awards vested in fiscal 2025, 2024 and 2023 was $ 5.8, $ 0.0 and $ 0.0, respectively.

 17. Commitments
and Contingencies

 As of March 29, 2025, approximately
 5 % of the Company's hourly employees in the U.S. and abroad were represented by labor unions.

 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 2025, 2024 and
2023, 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 2026 or 2027.

 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 29, 2025.

 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 it is not possible to determine whether
the investigation will have a material adverse effect, if any, 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 $ 3.7 of outstanding
standby letters of credit, all of which are under the Revolving Credit Facility.

 18. Other,
Net

 Other, net is comprised of
the following:

 2025

 2024

 2023

 Plant consolidation and restructuring costs

 $
 1.5

 $
 2.7

 $
 2.5

 Acquisition costs and transition services

 —

 0.3

 8.9

 Provision for credit losses

 1.2

 0.2

 0.8

 Amortization of intangibles

 71.8

 70.4

 69.1

 Other expense

 2.4

 1.2

 0.8

 $
 76.9

 $
 74.8

 $
 82.1

 19. Reportable
Segments

 The Company operates through
 two 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 President and Chief Executive Officer.
The CODM uses segment gross margin as the primary measurement of profitability. On a monthly basis, the CODM considers budget-to-actual
variances and historical trends for gross margin when making decisions about allocating capital to segments.

 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. Identifiable assets by reportable segment consist of those directly
identified with the segment's operations.

 2025

 2024

 2023

 Net External Sales:

 $
 592.8

 $
 519.4

 $
 430.3

 1,043.5

 1,040.9

 1,039.0

 $

 $

 $

 Cost of Sales:

 $
 349.7

 $
 310.6

 $
 259.3

 560.5

 579.2

 605.2

 $
 910.2

 $
 889.8

 $
 864.5

 Gross Margin:

 $
 243.1

 $
 208.8

 $
 171.0

 483.0

 461.7

 433.8

 $
 726.1

 $
 670.5

 $
 604.8

 Reconciliation of gross margin to income before income taxes:

 Selling, general and administrative

 $
 ( 279.3
)

 $
 ( 253.5
)

 $
 ( 229.7
)

 Other, net

 ( 76.9
)

 ( 74.8
)

 ( 82.1
)

 Interest expense, net

 ( 59.8
)

 ( 78.7
)

 ( 76.7
)

 Other non-operating (expense)/income

 1.8

 ( 1.7
)

 ( 6.6
)

 Income before income taxes

 $
 311.9

 $
 261.8

 $
 209.7

 Total Assets:

 $
 1,010.8

 $
 798.6

 $
 749.8

 3,594.0

 3,779.6

 3,845.7

 Corporate

 80.4

 100.4

 94.9

 $
 4,685.2

 $
 4,678.6

 $
 4,690.4

 Capital Expenditures:

 $
 17.5

 $
 10.6

 $
 9.5

 27.0

 20.4

 29.1

 Corporate

 5.3

 2.2

 3.4

 $
 49.8

 $
 33.2

 $
 42.0

 Depreciation & Amortization:

 $
 23.3

 $
 19.6

 $
 18.6

 92.1

 96.3

 93.4

 Corporate

 4.6

 3.4

 3.4

 $
 120.0

 $
 119.3

 $
 115.4

 Geographic External Sales:

 Domestic

 $
 1,449.7

 $
 1,375.4

 $
 1,292.9

 Foreign (1)

 186.6

 184.9

 176.4

 $

 $

 $

 Geographic Long-Lived Assets:

 Domestic

 $
 347.0

 $
 341.5

 $
 360.7

 Foreign (2)

 70.6

 60.9

 56.0

 $
 417.6

 $
 402.4

 $
 416.7

 (1)
 Primarily attributable to Switzerland and Canada.

 (2)
 Primarily attributable to Switzerland and Mexico.

 20. Related
Party Transactions

 Equity Method Investee

 The Company has a 20 % joint
venture interest in CoLinx, which provides logistics and e-business services to its members. The e-business service focuses on information
and business services for authorized distributors in the Industrial segment. Total expenses for services provided by CoLinx for the fiscal
years ended March 29, 2025, March 30, 2024 and April 1, 2023 were $ 18.0, $ 18.5 and $ 18.4, respectively, and were included within selling,
general and administrative costs on the consolidated statements of operations. Amounts outstanding in respect of these transactions were
payables of $ 0.9 and $ 0.7 as of March 29, 2025 and March 30, 2024, respectively, and were included within accounts payable on the consolidated
balance sheets. No dividends were received from CoLinx during the periods presented. The Company does not have any other equity method
investees. The Company does not have any other significant related-party transactions.

 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 29, 2025.

 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.

 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 29, 2025 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 29, 2025.

 The effectiveness of our internal
control over financial reporting as of March 29, 2025 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 16, 2025

 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 29, 2025, 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
29, 2025, based on the COSO criteria.

 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 29,
2025 and March 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash
flows for each of the three years in the period ended March 29, 2025, and the related notes and our report dated May 16, 2025 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 16, 2025

 ITEM 9B. OTHER INFORMATION

 During the quarter ended March
29, 2025 no director or officer of the Company adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 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 2025 Annual Meeting
of Stockholders, which the Company intends to file within 120 days after the close of its fiscal year ended March 29, 2025, and which
is incorporated herein by reference.

 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 29, 2025 and March 30, 2024;

 Consolidated Statements of Operations for the fiscal years ended March 29, 2025, March 30, 2024 and April
1, 2023;

 Consolidated Statements of Comprehensive Income for the fiscal years ended March 29, 2025, March 30, 2024
and April 1, 2023;

 Consolidated Statements of Stockholders' Equity for the fiscal years ended March 29, 2025, March 30,
2024 and April 1, 2023;

 Consolidated Statements of Cash Flows for the fiscal years ended March 29, 2025, March 30, 2024 and April
1, 2023; 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.

 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.

 Exhibit

 Number

 Description of Document

 3.1

 Amended and Restated Certificate of Incorporation of RBC Bearings Incorporated dated August 13, 2005 (filed with Amendment No. 4 to Registration Statement on Form S-1 dated August 8, 2005).

 3.2

 Amended and Restated Bylaws of RBC Bearings Incorporated (filed as Exhibit 3.1 to Current Report on Form 8-K dated September 15, 2017).

 4.1

 Description of Capital Stock.

 4.2

 Form of stock certificate for common stock (filed as Exhibit 4.3 to Amendment No. 3 to Registration Statement on Form S-1 dated August 4, 2005).

 4.3

 Indenture, dated as of October 7, 2021, by and among Roller Bearing Company of America, Inc. and Wilmington Trust, National Association for 4.375% Senior Notes due 2029 (filed as Exhibit 4.1 to Current Report on Form 8-K dated October 7, 2021).

 4.4

 Form of 4.375% Senior Notes due 2029 (filed as Exhibit 4.2 to Current Report on Form 8-K dated October 7, 2021).

 10.1

 Amended and Restated Employment Agreement, dated as of June 27, 2024, between RBC Bearings Incorporated and Michael J. Hartnett, Ph. D. (filed as Exhibit 10.1 to Current Report on Form 8-K dated June 28, 2024).

 10.2

 Amended and Restated Employment Agreement, dated as of June 27, 2024, between RBC Bearings Incorporated and Daniel A. Bergeron (filed as Exhibit 10.2 to Current Report on Form 8-K dated June 28, 2024).

 10.3

 Form of Change in Control Letter Agreement for Named Executive Officers (filed as Exhibit 10.1 to Quarterly Report on Form 10-Q dated February 1, 2010).

 10.4

 RBC Bearings Incorporated Executive Officer Performance Based Compensation Plan (filed as Exhibit 10.1 to Current Report on Form 8-K dated July 27, 2017).

 10.5

 RBC Bearings Incorporated Amended and Restated 2013 Long Term Incentive Plan (filed as Exhibit 10.1 to Current Report on Form 8-K dated August 21, 2013).

 10.6

 RBC Bearings Incorporated 2017 Long-Term Equity Incentive Plan (filed as Exhibit 10.2 to Current Report on Form 8-K dated July 27, 2017).

 10.7

 RBC Bearings Incorporated 2021 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to Current Report on Form 8-K dated September 10, 2021).

 10.8

 Credit Agreement, dated November 1, 2021, by and among Roller Bearing Company of America, Inc. as Borrower, RBC Bearings Incorporated, Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, Swingline Lender, and Letter of Credit Issuer, and various lenders signatory thereto (filed as Exhibit 10.1 to Current Report on Form 8-K dated November 2, 2021).

 10.9

 Guarantee, dated November 1, 2021, by and among RBC Bearings Incorporated and the subsidiary guarantors party thereto in favor of Wells Fargo Bank, National Association, as Collateral Agent (filed as Exhibit 10.2 to Current Report on Form 8-K dated November 2, 2021).

 10.10

 Security Agreement, dated November 1, 2021, by and between Roller Bearing Company of America, Inc., RBC Bearings Incorporated, the subsidiary grantors party thereto and Wells Fargo Bank, National Association, as Collateral Agent for its benefit and the benefit of the Secured Parties (filed as Exhibit 10.3 to Current Report on Form 8-K dated November 2, 2021).

 10.11

 Pledge Agreement, dated November 1, 2021, by and between Roller Bearing Company of America, Inc., RBC Bearings Incorporated, the subsidiary pledgors party thereto and Wells Fargo Bank, National Association, as Collateral Agent for the benefit of the Secured Parties (filed as Exhibit 10.4 to Current Report on Form 8-K dated November 2, 2021).

 10.12

 First Amendment to Credit Agreement, dated as of December 5, 2022, by and among Roller Bearing Company of America, Inc., RBC Bearings Incorporated, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (filed as Exhibit 10.01 to Current Report on Form 8-K dated December 7, 2022).

 RBC Bearings Incorporated Insider Trading Policy (filed as Exhibit 19 to Annual Report on Form 10-K dated May 17, 2024).

 Subsidiaries of the Registrant.

 Consent of Ernst & Young LLP.

 31.1

 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 RBC Bearings Incorporated Clawback Policy (filed as Exhibit 97 to Annual Report on Form 10-K dated May 17, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 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.

 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.

 (Registrant)

 By:

 /s/ Michael
 J. Hartnett

 Name:

 Michael J. Hartnett

 Title:

 Chief Executive Officer

 Date:

 Date: May 16, 2025

 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

 Chairman, President
 and Chief Executive Officer

 Michael J. Hartnett

 (principal executive
 officer and chairman)

 2025

 /s/
 Daniel A. Bergeron

 Director, Vice
 President and Chief Operating Officer

 Daniel A. Bergeron

 2025

 /s/
 Robert M. Sullivan

 Chief Financial
 Officer

 Robert M. Sullivan

 (principal financial
 officer)

 2025

 /s/
 Matthew J. Tift

 Corporate Controller

 Matthew J. Tift

 2025

 /s/
 Richard R. Crowell

 Richard R. Crowell

 2025

 /s/
 Dolores J. Ennico

 Dolores J. Ennico

 2025

 /s/
 Edward D. Stewart

 Edward D. Stewart

 2025

 /s/
 Dr. Steven H. Kaplan

 Dr. Steven H.
 Kaplan

 2025

 /s/
 Michael H. Ambrose

 Michael H. Ambrose

 2025

 /s/
 Dr. Amir Faghri

 Dr. Amir Faghri

 2025

 /s/
 Frederick J. Elmy

 Frederick J. Elmy

 Date:
 May 16, 2025

 2024-09-28

 2025-05-09

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