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Fastenal Co. – ‘10-K’ for 12/31/22 – ‘EX-31’

On:  Tuesday, 2/7/23, at 12:15pm ET   ·   For:  12/31/22   ·   Accession #:  815556-23-9   ·   File #:  0-16125

Previous ‘10-K’:  ‘10-K/A’ on 2/10/22 for 12/31/21   ·   Next & Latest:  ‘10-K’ on 2/6/24 for 12/31/23   ·   14 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/07/23  Fastenal Co.                      10-K       12/31/22   79:9.3M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.48M 
 2: EX-4.2      Description of Capital Stock                        HTML     33K 
 3: EX-10.1     Bonus Program for Executive Officers                HTML     39K 
 4: EX-10.6     First Amendment to Amended and Restated Credit      HTML     36K 
                Agreement                                                        
 5: EX-21       Subsidiaries of Fastenal Company                    HTML     38K 
 6: EX-23       Consent of Independent Registered Public            HTML     22K 
                Accounting Firm                                                  
 7: EX-31       Certifications Under Section 302 of the             HTML     32K 
                Sarbanes-Oxley Act of 2002                                       
 8: EX-32       Certifications Under Section 906 of the             HTML     24K 
                Sarbanes-Oxley Act of 2002                                       
14: R1          Document And Entity Information                     HTML     83K 
15: R2          Audit Information                                   HTML     27K 
16: R3          Consolidated Balance Sheets                         HTML    114K 
17: R4          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
18: R5          Consolidated Statements of Earnings                 HTML     88K 
19: R6          Consolidated Statements of Comprehensive Income     HTML     42K 
20: R7          Consolidated Statements of Comprehensive Income     HTML     25K 
                (Parenthetical)                                                  
21: R8          Consolidated Statements of Stockholders' Equity     HTML     70K 
22: R9          Consolidated Statements of Cash Flows               HTML    113K 
23: R10         Business Overview and Summary of Significant        HTML     46K 
                Accounting Policies                                              
24: R11         Revenue                                             HTML     75K 
25: R12         Long-Lived Assets                                   HTML     48K 
26: R13         Accrued Expenses                                    HTML     35K 
27: R14         Stockholders' Equity                                HTML    132K 
28: R15         Retirement Savings Plan                             HTML     28K 
29: R16         Income Taxes                                        HTML    102K 
30: R17         Operating Leases                                    HTML     74K 
31: R18         Debt Commitments                                    HTML     63K 
32: R19         Legal Contingencies                                 HTML     25K 
33: R20         Subsequent Events                                   HTML     25K 
34: R21         Schedule II-Valuation and Qualifying Accounts       HTML     47K 
35: R22         Business Overview and Summary of Significant        HTML     87K 
                Accounting Policies (Policy)                                     
36: R23         Revenue (Tables)                                    HTML     71K 
37: R24         Long-Lived Assets (Tables)                          HTML     49K 
38: R25         Accrued Expenses (Tables)                           HTML     34K 
39: R26         Stockholders' Equity (Tables)                       HTML    132K 
40: R27         Income Taxes (Tables)                               HTML    108K 
41: R28         Operating Leases (Tables)                           HTML     74K 
42: R29         Debt Commitments (Tables)                           HTML     60K 
43: R30         Business Overview and Summary of Significant        HTML     40K 
                Accounting Policies - Additional Information                     
                (Details)                                                        
44: R31         Revenue - Additional Information (Details)          HTML     26K 
45: R32         Revenue - Revenues by Geographic Areas (Details)    HTML     36K 
46: R33         Revenue - Percentages of Sales by End Market        HTML     34K 
                (Details)                                                        
47: R34         Revenue - Percentages of Sales by Product Line      HTML     49K 
                (Details)                                                        
48: R35         Long-Lived Assets - Property And Equipment          HTML     55K 
                (Details)                                                        
49: R36         Long-Lived Assets - Geographic Areas (Details)      HTML     33K 
50: R37         Accrued Expenses (Details)                          HTML     40K 
51: R38         Stockholders' Equity - Additional Information       HTML     62K 
                (Details)                                                        
52: R39         Stockholders' Equity (Stock Options Granted)        HTML     64K 
                (Details)                                                        
53: R40         Stockholders' Equity (Fair Value Assumptions For    HTML     65K 
                Options Granted) (Details)                                       
54: R41         Stockholder's Equity (Summary Of Stock Option Plan  HTML     64K 
                Activity) (Details)                                              
55: R42         Stockholders' Equity (Shares Outstanding)           HTML     31K 
                (Details)                                                        
56: R43         Stockholders' Equity (Reconciliation Of             HTML     31K 
                Denominators Used In Computation Of Basic And                    
                Diluted Earnings Per Share) (Details)                            
57: R44         Stockholders' Equity (Summary Of Anti-Dilutive      HTML     27K 
                Options Excluded) (Details)                                      
58: R45         Retirement Savings Plan (Narrative) (Details)       HTML     24K 
59: R46         Income Taxes (Earnings Before Income Taxes)         HTML     32K 
                (Details)                                                        
60: R47         Income Taxes (Components Of Income Tax Expense      HTML     60K 
                (Benefit)) (Details)                                             
61: R48         Income Taxes (Difference In Income Tax Expense And  HTML     38K 
                Expected Expense) (Details)                                      
62: R49         Income Taxes (Summary Of Temporary Differences      HTML     56K 
                That Give Rise To Deferred Income Tax Assets And                 
                Liabilities) (Details)                                           
63: R50         Income Taxes (Reconciliation Of The Beginning And   HTML     34K 
                Ending Amount Of Total Gross Unrecognized Tax                    
                Benefits) (Details)                                              
64: R51         Income Taxes (Additional Information) (Details)     HTML     31K 
65: R52         Operating Leases - Additional Information           HTML     24K 
                (Details)                                                        
66: R53         Operating leases - Cost Components of Operating     HTML     38K 
                Leases (Details)                                                 
67: R54         Operating Leases - Maturities of Lease Liabilities  HTML     50K 
                (Details)                                                        
68: R55         Operating Leases - Weighted Average Lease term and  HTML     31K 
                Discount Rates (Details)                                         
69: R56         Operating Leases - Supplemental Cash Flow           HTML     27K 
                Information (Details)                                            
70: R57         Debt Commitments - Debt Obligations and Letters of  HTML     61K 
                Credit Outstanding (Details)                                     
71: R58         Debt Commitments - Unsecured Revolving Credit       HTML     43K 
                Facility (Details)                                               
72: R59         Debt Commitments - Senior Unsecured Promissory      HTML     28K 
                Notes Payable (Details)                                          
73: R60         Debt Commitments - Debt Maturity (Details)          HTML     45K 
74: R61         Schedule II-Valuation and Qualifying Accounts       HTML     37K 
                (Details)                                                        
77: XML         IDEA XML File -- Filing Summary                      XML    139K 
75: XML         XBRL Instance -- fast-20221231_htm                   XML   1.96M 
76: EXCEL       IDEA Workbook of Financial Reports                  XLSX    122K 
10: EX-101.CAL  XBRL Calculations -- fast-20221231_cal               XML    198K 
11: EX-101.DEF  XBRL Definitions -- fast-20221231_def                XML    410K 
12: EX-101.LAB  XBRL Labels -- fast-20221231_lab                     XML   1.39M 
13: EX-101.PRE  XBRL Presentations -- fast-20221231_pre              XML    815K 
 9: EX-101.SCH  XBRL Schema -- fast-20221231                         XSD    133K 
78: JSON        XBRL Instance as JSON Data -- MetaLinks              400±   617K 
79: ZIP         XBRL Zipped Folder -- 0000815556-23-000009-xbrl      Zip    798K 


‘EX-31’   —   Certifications Under Section 302 of the Sarbanes-Oxley Act of 2002


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Exhibit 31
CERTIFICATIONS
I, Daniel L. Florness, certify that:
1.I have reviewed this annual report on Form 10-K of Fastenal Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

Date:February 7, 2023
/s/    Daniel L. Florness
Daniel L. Florness
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31 (Continued)
CERTIFICATIONS
I, Holden Lewis, certify that:
1.I have reviewed this annual report on Form 10-K of Fastenal Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

Date:February 7, 2023
/s/    Holden Lewis
Holden Lewis
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/7/23
For Period end:12/31/225
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/24  Fastenal Co.                      10-K       12/31/23   82:9.1M
 5/09/23  SEC                               UPLOAD6/07/23    2:39K  Fastenal Co.
 4/18/23  Fastenal Co.                      10-Q        3/31/23   47:3.7M
 4/12/23  SEC                               UPLOAD6/07/23    2:41K  Fastenal Co.


10 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/30/22  Fastenal Co.                      8-K:1,2,9   9/28/22   12:1.5M
 2/10/22  Fastenal Co.                      10-K/A     12/31/21   15:4.2M
 7/17/20  Fastenal Co.                      10-Q        6/30/20   56:4.7M
 4/23/19  Fastenal Co.                      8-K:5,9     4/23/19    2:143K
 1/18/19  Fastenal Co.                      8-K:5,9     1/17/19    2:132K
12/03/18  Fastenal Co.                      8-K:1,2,9  12/03/18    3:156K
 4/17/17  Fastenal Co.                      10-Q        3/31/17   47:2.9M
 7/22/16  Fastenal Co.                      8-K:1,2,9   7/22/16    4:1.6M
12/17/14  Fastenal Co.                      8-K:5,9    12/12/14    2:90K
 2/23/12  Fastenal Co.                      DEF 14A     4/17/12    1:570K                                   Donnelley … Solutions/FA
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