FASTENAL CO
For the period ended Dec 31, 2023. Filed Feb 6, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 6, 2024
FAST$54.84+0.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| a) | 1. Financial Statements: |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | |
| Consolidated Statements of Earnings for the years ended December 31, 2023, 2022, and 2021 | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 | |
| Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022, and 2021 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 | |
| Notes to Consolidated Financial Statements | |
| Report of Independent Registered Public Accounting Firm (KPMG LLP, Minneapolis, MN, Auditor Firm ID: 185) |
2. Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts
3. Exhibits:
INDEX TO EXHIBITS
| Exhibit Number | Description of Document |
|---|---|
| 3.1 | Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 8-K dated as of April 22, 2019) |
| 3.2 | Restated By-Laws of Fastenal Company dated as of February 2, 2024 (filed herewith) |
| 4.1 | Form of Senior Notes due March 1, 2024 (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended March 31, 2017) |
| 4.2 | Description of Capital Stock (filed herewith) |
| 4.3 | Form of Senior Notes due May 15, 2025 (incorporated by reference to Exhibit 4.1 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020) |
| 4.4 | Form of Senior Notes due May 15, 2027 (incorporated by reference to Exhibit 4.2 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020) |
| 4.5 | Form of Senior Notes due June 24, 2026 (incorporated by reference to Exhibit 4.4 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020) |
| 4.6 | Form of Senior Notes due June 24, 2030 (incorporated by reference to Exhibit 4.5 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020) |
| 10.1 | Bonus Program for Executive Officers* (filed herewith) |
| 10.2 | Fastenal Company Stock Option Plan as amended and restated effective as of April 24, 2018.* (filed herewith) |
| 10.3 | Fastenal Company Incentive Plan (incorporated by reference to Appendix A to Fastenal Company's Proxy Statement dated February 23, 2012)* |
| 10.4 | Fastenal Company Non-Employee Director Stock Option Plan as amended and restated effective December 20, 2021 (incorporated by reference to Exhibit 10.4 to Fastenal Company's 10-K for fiscal year ended December 31, 2021).* |
| 10.5 | Amended and Restated Credit Agreement, dated as of September 28, 2022, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 8-K dated as of September 30, 2022). |
| 10.6 | First Amendment to Amended and Restated Credit Agreement, dated as of January 20, 2023, by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.6 to Fastenal Company's Form 10-K dated February 7, 2023). |
| Exhibit Number | Description of Document |
|---|---|
| 10.7 | Master Note Agreement dated as of July 20, 2016 by and among (i) Fastenal Company, (ii) Metropolitan Life Insurance Company, NYL Investors LLC and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.), as investor group representatives (each, an 'Investor Group Representative'), and (iii) Metropolitan Life Insurance Company (in its capacity as a purchaser of notes under such Master Note Agreement) and/or affiliates of any Investor Group Representative who become purchasers of notes under such Master Note Agreement (incorporated by reference to Exhibit 10.1 to Fastenal Company’s Form 8-K dated as of July 20, 2016). |
| 10.8 | Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of November 30, 2018 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc., and each holder of Notes that are signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated December 3, 2018). |
| 10.9 | Consent, Waiver and Agreement to Master Note Agreement dated as of June 10, 2020 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on the one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc. and each holder of Notes that are signatory thereto, on the other hand (incorporated by reference to Exhibit 10.1 to Fastenal Company's Form 10-Q for the quarter ended June 30, 2020). |
| 10.10 | Omnibus Second Amendment to Master Note Agreement and Subsidiary Guaranty Agreement dated as of September 28, 2022 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc., and each holder of Notes that is a signatory thereto, on the other hand (incorporated by reference to Exhibit 10.2 to Fastenal Company's Form 8-K dated as of September 30, 2022). |
| 21 | List of Subsidiaries (filed herewith) |
| 23 | Consent of Independent Registered Public Accounting Firm (filed herewith) |
| 31 | Certifications under Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32 | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 97 | Compensation Forfeiture, Recovery, and True-up Policy of Fastenal Company dated as of October 11, 2023 (filed herewith) |
| 101 | The following financial statements from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. |
| 104 | The cover page from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL. |
- Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b).
Schedule II—Valuation and Qualifying Accounts
Years ended December 31, 2023, 2022, and 2021
| Description · Balance atBeginningof Year · "Additions/(Reductions)" toCosts andExpenses · "Other"Additions(Deductions) · "Less"Deductions · Balanceat Endof Year | |||||||
|---|---|---|---|---|---|---|---|
| Allowance for credit losses | $8.3 | 2.2 | — | 4.1 | 6.4 | ||
| Insurance reserves | $40.4 | 86.2 | (1) | — | 86.5 | (2) | 40.1 |
| Allowance for credit losses | $12.0 | (1.8) | — | 1.9 | 8.3 | ||
| Insurance reserves | $35.7 | 78.2 | (1) | — | 73.5 | (2) | 40.4 |
| Allowance for credit losses | $12.3 | 2.5 | — | 2.8 | 12.0 | ||
| Insurance reserves | $41.0 | 78.6 | (1) | — | 83.9 | (2) | 35.7 |
(1)Includes costs and expenses incurred for premiums and claims related to health and general insurance.
(2)Includes costs and expenses paid for premiums and claims related to health and general insurance.
See accompanying Report of Independent Registered Public Accounting Firm incorporated herein by reference.
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