|
|
|
|
|
|
|
ý
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Minnesota
|
|
41-0948415
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
2001 Theurer Boulevard
Winona, Minnesota
|
|
55987-1500
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large Accelerated Filer
|
|
ý
|
|
Accelerated Filer
|
|
¨
|
Non-accelerated Filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
|
|
¨
|
|
|
|
|
Emerging Growth Company
|
|
¨
|
Class
|
|
Outstanding at April 11, 2017
|
Common Stock, par value $.01 per share
|
|
289,263,924
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|||
Assets
|
March 31,
2017 |
|
December 31,
2016 |
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
134.3
|
|
|
112.7
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $11.5 and $11.2, respectively
|
574.7
|
|
|
499.7
|
|
|
Inventories
|
1,007.4
|
|
|
993.0
|
|
|
Prepaid income taxes
|
—
|
|
|
12.9
|
|
|
Other current assets
|
94.3
|
|
|
102.5
|
|
|
Total current assets
|
1,810.7
|
|
|
1,720.8
|
|
|
|
|
|
|
|||
Property and equipment, net
|
890.7
|
|
|
899.7
|
|
|
Other assets
|
85.0
|
|
|
48.4
|
|
|
|
|
|
|
|||
Total assets
|
$
|
2,786.4
|
|
|
2,668.9
|
|
|
|
|
|
|||
Liabilities and Stockholders' Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Current portion of debt
|
$
|
10.9
|
|
|
10.5
|
|
Accounts payable
|
129.7
|
|
|
108.8
|
|
|
Accrued expenses
|
163.5
|
|
|
156.4
|
|
|
Income taxes payable
|
65.5
|
|
|
—
|
|
|
Total current liabilities
|
369.6
|
|
|
275.7
|
|
|
|
|
|
|
|||
Long-term debt
|
354.1
|
|
|
379.5
|
|
|
Deferred income tax liabilities
|
81.0
|
|
|
80.6
|
|
|
|
|
|
|
|||
Stockholders' equity:
|
|
|
|
|||
Preferred stock, $0.01 par value, 5,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
|
Common stock, $0.01 par value, 400,000,000 shares authorized; 289,263,924 and 289,161,924 shares issued and outstanding, respectively
|
2.9
|
|
|
2.9
|
|
|
Additional paid-in capital
|
41.5
|
|
|
37.4
|
|
|
Retained earnings
|
1,981.7
|
|
|
1,940.1
|
|
|
Accumulated other comprehensive loss
|
(44.4
|
)
|
|
(47.3
|
)
|
|
Total stockholders' equity
|
1,981.7
|
|
|
1,933.1
|
|
|
Total liabilities and stockholders' equity
|
$
|
2,786.4
|
|
|
2,668.9
|
|
|
(Unaudited)
|
|||||
|
Three Months Ended
March 31, |
|||||
|
2017
|
|
2016
|
|||
Net sales
|
$
|
1,047.7
|
|
|
986.7
|
|
|
|
|
|
|||
Cost of sales
|
529.7
|
|
|
495.2
|
|
|
Gross profit
|
518.0
|
|
|
491.5
|
|
|
|
|
|
|
|||
Operating and administrative expenses
|
305.9
|
|
|
290.2
|
|
|
(Gain) loss on sale of property and equipment
|
(0.4
|
)
|
|
0.1
|
|
|
Operating income
|
212.5
|
|
|
201.2
|
|
|
|
|
|
|
|||
Interest income
|
0.1
|
|
|
0.1
|
|
|
Interest expense
|
(1.7
|
)
|
|
(1.4
|
)
|
|
|
|
|
|
|||
Earnings before income taxes
|
210.9
|
|
|
199.9
|
|
|
|
|
|
|
|||
Income tax expense
|
76.7
|
|
|
73.7
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
134.2
|
|
|
126.2
|
|
|
|
|
|
|||
Basic net earnings per share
|
$
|
0.46
|
|
|
0.44
|
|
|
|
|
|
|||
Diluted net earnings per share
|
$
|
0.46
|
|
|
0.44
|
|
|
|
|
|
|||
Basic weighted average shares outstanding
|
289.2
|
|
|
288.8
|
|
|
|
|
|
|
|||
Diluted weighted average shares outstanding
|
289.5
|
|
|
289.1
|
|
|
(Unaudited)
|
|||||
|
Three Months Ended
March 31, |
|||||
|
2017
|
|
2016
|
|||
Net earnings
|
$
|
134.2
|
|
|
126.2
|
|
Other comprehensive income, net of tax:
|
|
|
|
|||
Foreign currency translation adjustments (net of tax of $0.0 in 2017 and 2016)
|
2.9
|
|
|
13.7
|
|
|
Comprehensive income
|
$
|
137.1
|
|
|
139.9
|
|
|
(Unaudited)
|
|||||
|
Three Months Ended
March 31, |
|||||
|
2017
|
|
2016
|
|||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings
|
$
|
134.2
|
|
|
126.2
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities, net of acquisition:
|
|
|
|
|||
Depreciation of property and equipment
|
29.9
|
|
|
23.3
|
|
|
(Gain) loss on sale of property and equipment
|
(0.4
|
)
|
|
0.1
|
|
|
Bad debt expense
|
2.2
|
|
|
2.1
|
|
|
Deferred income taxes
|
0.4
|
|
|
1.8
|
|
|
Stock-based compensation
|
1.2
|
|
|
1.0
|
|
|
Amortization of intangible assets
|
0.8
|
|
|
0.1
|
|
|
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|||
Trade accounts receivable
|
(70.0
|
)
|
|
(64.4
|
)
|
|
Inventories
|
1.4
|
|
|
(47.1
|
)
|
|
Other current assets
|
8.2
|
|
|
13.5
|
|
|
Accounts payable
|
17.6
|
|
|
32.5
|
|
|
Accrued expenses
|
7.1
|
|
|
(5.8
|
)
|
|
Income taxes
|
78.4
|
|
|
83.9
|
|
|
Other
|
(0.6
|
)
|
|
(0.7
|
)
|
|
Net cash provided by operating activities
|
210.4
|
|
|
166.5
|
|
|
|
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|||
Purchases of property and equipment
|
(21.2
|
)
|
|
(29.7
|
)
|
|
Cash paid for acquisition
|
(57.9
|
)
|
|
—
|
|
|
Proceeds from sale of property and equipment
|
2.1
|
|
|
0.9
|
|
|
Other
|
1.9
|
|
|
(0.1
|
)
|
|
Net cash used in investing activities
|
(75.1
|
)
|
|
(28.9
|
)
|
|
|
|
|
|
|||
Cash flows from financing activities:
|
|
|
|
|||
Proceeds from debt obligations
|
240.0
|
|
|
180.0
|
|
|
Payments against debt obligations
|
(265.0
|
)
|
|
(175.0
|
)
|
|
Proceeds from exercise of stock options
|
2.9
|
|
|
20.5
|
|
|
Purchases of common stock
|
—
|
|
|
(59.5
|
)
|
|
Payments of dividends
|
(92.6
|
)
|
|
(86.5
|
)
|
|
Net cash used in financing activities
|
(114.7
|
)
|
|
(120.5
|
)
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1.0
|
|
|
4.5
|
|
|
|
|
|
|
|||
Net increase in cash and cash equivalents
|
21.6
|
|
|
21.6
|
|
|
|
|
|
|
|||
Cash and cash equivalents at beginning of period
|
112.7
|
|
|
129.0
|
|
|
Cash and cash equivalents at end of period
|
$
|
134.3
|
|
|
150.6
|
|
|
|
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|||
Cash paid for interest
|
$
|
1.5
|
|
|
1.4
|
|
Net cash received for income taxes
|
$
|
(2.2
|
)
|
|
(12.2
|
)
|
Current assets
|
$
|
21.7
|
|
Property and equipment
|
0.9
|
|
|
Other assets - intangible assets and goodwill
|
39.8
|
|
|
Current liabilities
|
(3.2
|
)
|
|
Total purchase price
|
$
|
59.2
|
|
|
2017
|
|
2016
|
|||
First quarter
|
$
|
0.32
|
|
|
0.30
|
|
Second quarter
|
0.32
|
|
|
0.30
|
|
|
Third quarter
|
|
|
|
0.30
|
|
|
Fourth quarter
|
|
|
|
0.30
|
|
|
Total
|
$
|
0.64
|
|
|
1.20
|
|
|
Options
Granted
|
|
Option
Exercise
(Strike)
Price
|
|
Closing
Stock Price
on Date
of Grant
|
|
March 31, 2017
|
|||||||||
Date of Grant
|
|
|
|
Options
Outstanding
|
|
Options
Exercisable
|
||||||||||
January 3, 2017
|
764,789
|
|
|
$
|
47.00
|
|
|
$
|
46.95
|
|
|
751,813
|
|
|
—
|
|
April 19, 2016
|
845,440
|
|
|
$
|
46.00
|
|
|
$
|
45.74
|
|
|
777,409
|
|
|
—
|
|
April 21, 2015
|
893,220
|
|
|
$
|
42.00
|
|
|
$
|
41.26
|
|
|
718,122
|
|
|
—
|
|
April 22, 2014
|
955,000
|
|
|
$
|
56.00
|
|
|
$
|
50.53
|
|
|
587,500
|
|
|
116,250
|
|
April 16, 2013
|
205,000
|
|
|
$
|
54.00
|
|
|
$
|
49.25
|
|
|
115,000
|
|
|
3,500
|
|
April 17, 2012
|
1,235,000
|
|
|
$
|
54.00
|
|
|
$
|
49.01
|
|
|
968,250
|
|
|
673,250
|
|
April 19, 2011
|
410,000
|
|
|
$
|
35.00
|
|
|
$
|
31.78
|
|
|
74,800
|
|
|
37,300
|
|
April 20, 2010
|
530,000
|
|
|
$
|
30.00
|
|
|
$
|
27.13
|
|
|
115,300
|
|
|
62,800
|
|
April 21, 2009
|
790,000
|
|
|
$
|
27.00
|
|
|
$
|
17.61
|
|
|
227,900
|
|
|
185,400
|
|
April 15, 2008
|
550,000
|
|
|
$
|
27.00
|
|
|
$
|
24.35
|
|
|
4,500
|
|
|
4,500
|
|
Total
|
7,178,449
|
|
|
|
|
|
|
4,340,594
|
|
|
1,083,000
|
|
Date of Grant
|
Risk-free
Interest Rate
|
|
Expected Life of
Option in Years
|
|
Expected
Dividend
Yield
|
|
Expected
Stock
Volatility
|
|
Estimated Fair
Value of Stock
Option
|
|||||
January 3, 2017
|
1.9
|
%
|
|
5.00
|
|
2.6
|
%
|
|
24.49
|
%
|
|
$
|
8.40
|
|
April 19, 2016
|
1.3
|
%
|
|
5.00
|
|
2.6
|
%
|
|
26.34
|
%
|
|
$
|
8.18
|
|
April 21, 2015
|
1.3
|
%
|
|
5.00
|
|
2.7
|
%
|
|
26.84
|
%
|
|
$
|
7.35
|
|
April 22, 2014
|
1.8
|
%
|
|
5.00
|
|
2.0
|
%
|
|
28.55
|
%
|
|
$
|
9.57
|
|
April 16, 2013
|
0.7
|
%
|
|
5.00
|
|
1.6
|
%
|
|
37.42
|
%
|
|
$
|
12.66
|
|
April 17, 2012
|
0.9
|
%
|
|
5.00
|
|
1.4
|
%
|
|
39.25
|
%
|
|
$
|
13.69
|
|
April 19, 2011
|
2.1
|
%
|
|
5.00
|
|
1.6
|
%
|
|
39.33
|
%
|
|
$
|
11.20
|
|
April 20, 2010
|
2.6
|
%
|
|
5.00
|
|
1.5
|
%
|
|
39.10
|
%
|
|
$
|
8.14
|
|
April 21, 2009
|
1.9
|
%
|
|
5.00
|
|
1.0
|
%
|
|
38.80
|
%
|
|
$
|
3.64
|
|
April 15, 2008
|
2.7
|
%
|
|
5.00
|
|
1.0
|
%
|
|
30.93
|
%
|
|
$
|
7.75
|
|
|
Three-month Period
|
||||
Reconciliation
|
2017
|
|
2016
|
||
Basic weighted average shares outstanding
|
289,242,447
|
|
|
288,808,019
|
|
Weighted shares assumed upon exercise of stock options
|
213,494
|
|
|
315,584
|
|
Diluted weighted average shares outstanding
|
289,455,941
|
|
|
289,123,603
|
|
|
Three-month Period
|
|||||
Summary of Anti-dilutive Options Excluded
|
2017
|
|
2016
|
|||
Options to purchase shares of common stock
|
3,204,951
|
|
|
2,661,571
|
|
|
Weighted average exercise price of options
|
$
|
50.83
|
|
|
50.89
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|||
Outstanding loans under unsecured revolving credit facility
|
$
|
220.0
|
|
|
305.0
|
|
2.00% senior unsecured promissory note payable
|
40.0
|
|
|
40.0
|
|
|
2.45% senior unsecured promissory note payable
|
35.0
|
|
|
35.0
|
|
|
3.22% senior unsecured promissory note payable
|
60.0
|
|
|
—
|
|
|
Note payable under asset purchase agreement
|
10.0
|
|
|
10.0
|
|
|
Total debt
|
365.0
|
|
|
390.0
|
|
|
Less: Current portion of debt
|
(10.9
|
)
|
|
(10.5
|
)
|
|
Long-term debt
|
$
|
354.1
|
|
|
379.5
|
|
|
|
|
|
|||
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation
|
$
|
36.3
|
|
|
36.3
|
|
|
|
|
|
|
Change Since:
|
|
|
|
Change Since:
|
|||||
|
Q1
2017 |
|
Q4
2016 |
|
Q4
2016 |
|
Q1
2016 |
|
Q1
2016 |
|||||
End of period total store and Onsite employee count
|
13,169
|
|
|
12,966
|
|
|
1.6
|
%
|
|
13,658
|
|
|
-3.6
|
%
|
End of period total employee count
|
19,822
|
|
|
19,624
|
|
|
1.0
|
%
|
|
20,509
|
|
|
-3.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Industrial vending machines (installed device count)
(1)
|
64,430
|
|
|
62,822
|
|
|
2.6
|
%
|
|
56,889
|
|
|
13.3
|
%
|
Number of active Onsite locations
|
437
|
|
|
401
|
|
|
9.0
|
%
|
|
289
|
|
|
51.2
|
%
|
Number of store locations
|
2,480
|
|
|
2,503
|
|
|
-0.9
|
%
|
|
2,626
|
|
|
-5.6
|
%
|
|
Three-month Period
|
|||||
|
2017
|
|
2016
|
|||
Net sales
|
$
|
1,047.7
|
|
|
986.7
|
|
Percentage change
|
6.2
|
%
|
|
3.5
|
%
|
|
Business days
|
64
|
|
|
64
|
|
|
Daily sales
|
$
|
16.4
|
|
|
15.4
|
|
Percentage change
|
6.2
|
%
|
|
1.9
|
%
|
|
Impact of currency fluctuations
|
0.1
|
%
|
|
-0.8
|
%
|
|
Impact of acquisitions
|
0.0
|
%
|
|
0.8
|
%
|
|
|
|
|
|
Change Since:
|
|
|
|
Change Since:
|
|||||
|
Q1
|
|
Q4
|
|
Q4
|
|
Q1
|
|
Q1
|
|||||
|
2017
|
|
2016
|
|
2016
|
|
2016
|
|
2016
|
|||||
Store and Onsite based
|
11,197
|
|
|
10,797
|
|
|
3.7
|
%
|
|
11,380
|
|
|
-1.6
|
%
|
Total selling (includes store and Onsite)
|
12,732
|
|
|
12,325
|
|
|
3.3
|
%
|
|
12,931
|
|
|
-1.5
|
%
|
Distribution
|
2,407
|
|
|
2,330
|
|
|
3.3
|
%
|
|
2,452
|
|
|
-1.8
|
%
|
Manufacturing
|
590
|
|
|
571
|
|
|
3.3
|
%
|
|
611
|
|
|
-3.4
|
%
|
Administrative
|
1,027
|
|
|
1,039
|
|
|
-1.2
|
%
|
|
1,051
|
|
|
-2.3
|
%
|
Total average FTE headcount
|
16,756
|
|
|
16,265
|
|
|
3.0
|
%
|
|
17,045
|
|
|
-1.7
|
%
|
|
Three-month Period
|
|||||
|
2017
|
|
2016
|
|||
Net cash provided by operating activities
|
$
|
210.4
|
|
|
166.5
|
|
Percentage of net earnings
|
156.8
|
%
|
|
131.9
|
%
|
|
Net cash used in investing activities
|
$
|
75.1
|
|
|
28.9
|
|
Net cash used in financing activities
|
$
|
114.7
|
|
|
120.5
|
|
|
|
March 31:
|
Twelve-month Dollar Change
|
Twelve-month Percentage Change
|
||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
||||||
Accounts receivable, net
|
|
$
|
574.7
|
|
|
533.5
|
|
|
$
|
41.2
|
|
|
7.7
|
%
|
Inventories
|
|
1,007.4
|
|
|
965.1
|
|
|
42.3
|
|
|
4.4
|
%
|
||
Total
|
|
$
|
1,582.1
|
|
|
1,498.5
|
|
|
$
|
83.6
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Net sales in last two months
|
|
$
|
711.7
|
|
|
678.3
|
|
|
$
|
33.4
|
|
|
4.9
|
%
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||||
Period
|
Total Number of
Shares
Purchased
|
Average Price
Paid per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs (1)
|
||||||||
January 1-31, 2017
|
|
0
|
|
|
$0.00
|
|
|
0
|
|
|
1,300,000
|
|
February 1-28, 2017
|
|
0
|
|
|
$0.00
|
|
|
0
|
|
|
1,300,000
|
|
March 1-31, 2017
|
|
0
|
|
|
$0.00
|
|
|
0
|
|
|
1,300,000
|
|
Total
|
|
0
|
|
|
$0.00
|
|
|
0
|
|
|
1,300,000
|
|
(1)
|
On May 1, 2015, our board of directors authorized the purchase by us of 4,000,000 shares of our common stock. As of March 31, 2017, we had remaining authority to purchase 1,300,000 shares under this authorization.
|
3.1
|
Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 10-Q for the quarter ended March 31, 2012)
|
|
|
3.2
|
Restated By-Laws of Fastenal Company (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 8-K dated as of October 15, 2010 (file no. 000-16125))
|
|
|
4.1
|
Form of Senior Notes due March 1, 2024
|
|
|
4.2
|
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)
|
|
|
10.1
|
Second Amendment to Credit Agreement dated as of March 10, 2017 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 March 14, 2017)
|
|
|
31
|
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32
|
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
|
The following financial statements from Fastenal Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 17, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
|
|
FASTENAL COMPANY
|
|
|
|
|
|
|
|
|
Date: April 17, 2017
|
By:
|
|
/s/ Holden Lewis
|
|
|
|
Holden Lewis
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: April 17, 2017
|
By:
|
|
/s/ Sheryl A. Lisowski
|
|
|
|
Sheryl A. Lisowski
|
|
|
|
Controller, Chief Accounting Officer, and
|
|
|
|
Treasurer (Duly Authorized Officer)
|
3.1
|
Restated Articles of Incorporation of Fastenal Company, as amended
|
|
Incorporated by reference
|
|
|
|
|
3.2
|
Restated By-Laws of Fastenal Company
|
|
Incorporated by reference
|
|
|
|
|
4.1
|
Form of Senior Notes due March 1, 2024
|
|
Electronically Filed
|
|
|
|
|
4.2
|
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
|
|
|
|
|
10.1
|
Second Amendment to Credit Agreement dated as of March 10, 2017 by and among Fastenal Company, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
|
|
Incorporated by reference
|
|
|
|
|
31
|
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Electronically Filed
|
|
|
|
|
32
|
Certification under Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Electronically Filed
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
Electronically Filed
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
Electronically Filed
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Electronically Filed
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
Electronically Filed
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
|
Electronically Filed
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
Electronically Filed
|
By
|
/s/ Daniel L. Florness
|
|
|
Name:
|
Daniel L. Florness
|
|
Title:
|
President, Chief Executive Officer, and Director
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: April 17, 2017
|
|
/s/ Daniel L. Florness
|
|
|
Daniel L. Florness
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: April 17, 2017
|
|
/s/ Holden Lewis
|
|
|
Holden Lewis
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: April 17, 2017
|
|
|
|
|
|
|
|
|
/s/ Daniel L. Florness
|
|
/s/ Holden Lewis
|
Daniel L. Florness
|
|
Holden Lewis
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|