UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    For the quarterly period ended June 30, 2022, or

☐ 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 0-16125

 FASTENAL COMPANY

(Exact name of registrant as specified in its charter)

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)

(507) 454-5374

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.01 per share	FAST	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 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  ý    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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  ý    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

Large Accelerated Filer	ý	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ý

As of July 12, 2022, there were approximately 574,678,797 shares of the registrant's common stock outstanding.

FASTENAL COMPANY

INDEX

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Earnings	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	25
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 6.	EXHIBITS	26

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in millions except share information)

	(Unaudited)
Assets	June 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	247.9	236.2
Trade accounts receivable, net of allowance for credit losses of $11.1 and $12.0, respectively	1,103.9		900.2
Inventories	1,665.2		1,523.6
Prepaid income taxes	6.5		8.5
Other current assets	129.2		188.1
Total current assets	3,152.7		2,856.6
Property and equipment, net	1,008.7		1,019.2
Operating lease right-of-use assets	254.8		242.3
Other assets	176.1		180.9
Total assets	$	4,592.3	4,299.0
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	195.0	60.0
Accounts payable	291.8		233.1
Accrued expenses	268.7		298.3
Current portion of operating lease liabilities	93.5		90.8
Total current liabilities	849.0		682.2
Long-term debt	310.0		330.0
Operating lease liabilities	165.5		156.0
Deferred income taxes	89.1		88.6
Stockholders' equity:
Preferred stock: $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding	—		—
Common stock: $0.01 par value, 800,000,000 shares authorized, 574,676,079 and 575,464,682 shares issued and outstanding, respectively	5.8		5.8
Additional paid-in capital	55.7		96.2
Retained earnings	3,171.6		2,970.9
Accumulated other comprehensive loss	(54.4)		(30.7)
Total stockholders' equity	3,178.7		3,042.2
Total liabilities and stockholders' equity	$	4,592.3	4,299.0

See accompanying Notes to Condensed Consolidated Financial Statements.

1

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(Amounts in millions except earnings per share)

	(Unaudited)			(Unaudited)
	Six Months Ended June 30,			Three Months Ended June 30,
	2022		2021	2022		2021
Net sales	$	3,482.6	2,924.7	$	1,778.6	1,507.7
Cost of sales	1,861.7		1,580.6	951.0		807.0
Gross profit	1,620.9		1,344.1	827.6		700.7
Operating and administrative expenses	879.5		746.0	444.2		382.9
Operating income	741.4		598.1	383.4		317.8
Interest income	0.1		0.0	0.1		0.0
Interest expense	(5.0)		(5.0)	(2.8)		(2.6)
Earnings before income taxes	736.5		593.1	380.7		315.2
Income tax expense	179.8		142.8	93.6		75.5
Net earnings	$	556.7	450.3	$	287.1	239.7
Basic net earnings per share	$	0.97	0.78	$	0.50	0.42
Diluted net earnings per share	$	0.96	0.78	$	0.50	0.42
Basic weighted average shares outstanding	575.5		574.5	575.5		574.6
Diluted weighted average shares outstanding	577.5		576.8	577.4		577.0

See accompanying Notes to Condensed Consolidated Financial Statements.

2

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Amounts in millions)

	(Unaudited)			(Unaudited)
	Six Months Ended June 30,			Three Months Ended June 30,
	2022		2021	2022		2021
Net earnings	$	556.7	450.3	$	287.1	239.7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (net of tax of $0.0 in 2022 and 2021)	(23.7)		2.4	(26.0)		6.8
Comprehensive income	$	533.0	452.7	$	261.1	246.5

See accompanying Notes to Condensed Consolidated Financial Statements.

3

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity

(Amounts in millions except per share information)

	(Unaudited)				(Unaudited)
	Six Months Ended June 30,				Three Months Ended June 30,
	2022		2021		2022		2021
Common stock
Balance at beginning of period	$	5.8	5.7		$	5.8	5.7
Balance at end of period	5.8		5.7		5.8		5.7
Additional paid-in capital
Balance at beginning of period	96.2		59.1		101.6		67.2
Stock options exercised	5.8		13.6		1.9		7.0
Purchases of common stock	(49.3)		—		(49.3)		—
Stock-based compensation	3.0		2.9		1.5		1.4
Balance at end of period	55.7		75.6		55.7		75.6
Retained earnings
Balance at beginning of period	2,970.9		2,689.6		3,063.0		2,739.4
Net earnings	556.7		450.3		287.1		239.7
Dividends paid in cash	(356.9)		(321.6)		(178.5)		(160.8)
Translation adjustment upon merger of foreign subsidiary	0.9		—		—		—
Balance at end of period	3,171.6		2,818.3		3,171.6		2,818.3
Accumulated other comprehensive (loss) income
Balance at beginning of period	(30.7)		(21.2)		(28.4)		(25.6)
Other comprehensive (loss) income	(23.7)		2.4		(26.0)		6.8
Balance at end of period	(54.4)		(18.8)		(54.4)		(18.8)
Total stockholders' equity	$	3,178.7	2,880.8		$	3,178.7	2,880.8
Cash dividends paid per share of common stock	$	0.62	$	0.56	$	0.31	$	0.28

See accompanying Notes to Condensed Consolidated Financial Statements.

4

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in millions)

	(Unaudited)			(Unaudited)
	Six Months Ended June 30,			Three Months Ended June 30,
	2022		2021	2022		2021
Cash flows from operating activities:
Net earnings	$	556.7	450.3	$	287.1	239.7
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation of property and equipment	82.4		78.9	41.2		39.6
Loss (gain) on sale of property and equipment	2.3		(1.3)	(1.2)		(0.7)
Bad debt expense	0.4		(0.1)	0.7		0.0
Deferred income taxes	0.5		0.7	(0.5)		0.4
Stock-based compensation	3.0		2.9	1.5		1.4
Amortization of intangible assets	5.4		5.4	2.7		2.7
Changes in operating assets and liabilities:
Trade accounts receivable	(209.3)		(138.0)	(39.4)		(55.9)
Inventories	(150.6)		10.6	(74.2)		(20.5)
Other current assets	58.9		(6.4)	(1.8)		(22.7)
Accounts payable	58.7		29.1	1.9		21.0
Accrued expenses	(29.6)		5.8	0.5		12.1
Income taxes	2.0		8.1	(67.6)		(45.8)
Other	0.4		0.3	0.3		0.2
Net cash provided by operating activities	381.2		446.3	151.2		171.5
Cash flows from investing activities:
Purchases of property and equipment	(83.0)		(67.3)	(47.5)		(34.6)
Proceeds from sale of property and equipment	6.5		5.8	4.1		3.1
Other	(0.6)		0.1	(0.5)		0.0
Net cash used in investing activities	(77.1)		(61.4)	(43.9)		(31.5)
Cash flows from financing activities:
Proceeds from debt obligations	695.0		165.0	460.0		55.0
Payments against debt obligations	(580.0)		(165.0)	(320.0)		(55.0)
Proceeds from exercise of stock options	5.8		13.6	1.9		7.0
Purchases of common stock	(49.3)		—	(49.3)		—
Payments of dividends	(356.9)		(321.6)	(178.5)		(160.8)
Net cash used in financing activities	(285.4)		(308.0)	(85.9)		(153.8)
Effect of exchange rate changes on cash and cash equivalents	(7.0)		(0.8)	(7.7)		1.7
Net increase (decrease) in cash and cash equivalents	11.7		76.1	13.7		(12.1)
Cash and cash equivalents at beginning of period	236.2		245.7	234.2		333.9
Cash and cash equivalents at end of period	$	247.9	321.8	$	247.9	321.8
Supplemental information:
Cash paid for interest	$	5.0	5.0	$	2.7	2.6
Net cash paid for income taxes	$	175.4	132.7	$	160.2	120.3
Leased assets obtained in exchange for new operating lease liabilities	$	55.6	65.6	$	31.7	34.7

See accompanying Notes to Condensed Consolidated Financial Statements.

5

FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (collectively referred to as the company, Fastenal, or by terms such as we, our, or us) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in our consolidated financial statements as of and for the year ended December 31, 2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Immaterial Revision

The prior period balances for additional paid-in capital and common stock have been updated in the Condensed Consolidated Statements of Stockholders' Equity to reflect the impact of an immaterial correction which reclassified $2.9 from additional paid-in capital to common stock in connection with the 2019 stock split.

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to U.S. GAAP on contract modifications, hedging relationships, and other transactions affected by reference rate reform to ease entities' financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made, hedging relationships entered into, and other transactions affected by reference rate reform, evaluated on or before December 31, 2022, beginning during the reporting period in which the guidance has been elected. We do not have any receivables, hedging relationships, or lease agreements that reference LIBOR or another reference rate expected to be discontinued. We are currently evaluating the impact of the new guidance on our condensed consolidated financial statements; however, we have determined that, of our current debt commitments as outlined in detail in Note 6 'Debt Commitments', only the obligations described under Unsecured Revolving Credit Facility in Note 6 would be impacted by ASU 2020-04. Our Senior Unsecured Promissory Notes Payable described in Note 6 each have fixed interest rates.

(2) Revenue

Revenue Recognition

Net sales include products and shipping and handling charges, net of estimates for product returns, and any related sales incentives. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue by transferring control of the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. We estimate product returns based on historical return rates. Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract. The majority of our contracts have a single performance obligation and are short term in nature. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. Revenues are attributable to countries based on the selling location from which the sale occurred.

6

FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

Disaggregation of Revenue

Our revenues related to the following geographic areas were as follows for the periods ended June 30:

	Six-month Period			Three-month Period
	2022		2021	2022		2021
United States	$	2,928.4	2,446.1	$	1,496.7	1,258.2
Canada and Mexico	438.4		368.9	225.0		192.0
North America	3,366.8		2,815.0	1,721.7		1,450.2
All other foreign countries	115.8		109.7	56.9		57.5
Total revenues	$	3,482.6	2,924.7	$	1,778.6	1,507.7

The percentages of our sales by end market were as follows for the periods ended June 30:

	Six-month Period				Three-month Period
	2022		2021		2022		2021
Manufacturing	71.5	%	68.5	%	71.8	%	68.9	%
Non-residential construction	10.5	%	11.1	%	10.7	%	11.4	%
Other	18.0	%	20.4	%	17.5	%	19.7	%
	100.0	%	100.0	%	100.0	%	100.0	%

The percentages of our sales by product line were as follows for the periods ended June 30:

		Six-month Period				Three-month Period
Type	Introduced	2022		2021		2022		2021
Fasteners (1)	1967	34.4	%	33.1	%	34.6	%	33.6	%
Tools	1993	8.2	%	8.6	%	8.2	%	8.6	%
Cutting tools	1996	5.0	%	5.0	%	5.0	%	5.1	%
Hydraulics & pneumatics	1996	6.6	%	6.4	%	6.7	%	6.4	%
Material handling	1996	5.7	%	5.5	%	5.7	%	5.6	%
Janitorial supplies	1996	7.9	%	8.2	%	8.0	%	7.9	%
Electrical supplies	1997	4.3	%	4.4	%	4.3	%	4.4	%
Welding supplies	1997	3.8	%	3.8	%	3.8	%	3.8	%
Safety supplies	1999	20.7	%	21.3	%	20.3	%	21.0	%
Other		3.4	%	3.7	%	3.4	%	3.6	%
		100.0	%	100.0	%	100.0	%	100.0	%

(1) The fasteners product line represents fasteners and miscellaneous supplies.

(3) Stockholders' Equity

Dividends

On July 12, 2022, our board of directors declared a quarterly dividend of $0.31 per share of common stock to be paid in cash on August 24, 2022 to shareholders of record at the close of business on July 27, 2022. Since 2011, we have paid quarterly cash dividends, and in 2020, we paid a special cash dividend late in the year. Our board of directors currently intends to continue paying quarterly cash dividends, provided that any future determination as to payment of dividends will depend on the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors.

7

FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

The following table presents the cash dividends either paid previously or declared by our board of directors for future payment on a per share basis:

	2022		2021
First quarter	$	0.31	$	0.28
Second quarter	$	0.31	$	0.28
Third quarter	$	0.31	$	0.28
Fourth quarter			$	0.28
Total	$	0.93	$	1.12

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of June 30, 2022, and the assumptions used to value these grants. All such grants were effective at the close of business on the date of grant.

	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		June 30, 2022
Date of Grant						Options Outstanding	Options Exercisable
January 3, 2022	713,438	$	62.00	$	61.980	695,864	53,355
January 4, 2021	741,510	$	48.00	$	47.650	682,763	26,643
January 2, 2020	902,263	$	38.00	$	37.230	790,286	269,666
January 2, 2019	1,316,924	$	26.00	$	25.705	949,422	415,262
January 2, 2018	1,087,936	$	27.50	$	27.270	705,640	430,316
January 3, 2017	1,529,578	$	23.50	$	23.475	695,072	534,092
April 19, 2016	1,690,880	$	23.00	$	22.870	506,553	381,923
April 21, 2015	1,786,440	$	21.00	$	20.630	373,316	294,134
April 22, 2014	1,910,000	$	28.00	$	25.265	167,840	167,840
Total	11,678,969					5,566,756	2,573,231

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, 2022	1.3	%	5.00	1.7	%	28.52	%	$	13.68
January 4, 2021	0.4	%	5.00	2.0	%	29.17	%	$	9.57
January 2, 2020	1.7	%	5.00	2.4	%	25.70	%	$	6.81
January 2, 2019	2.5	%	5.00	2.9	%	23.96	%	$	4.40
January 2, 2018	2.2	%	5.00	2.3	%	23.45	%	$	5.02
January 3, 2017	1.9	%	5.00	2.6	%	24.49	%	$	4.20
April 19, 2016	1.3	%	5.00	2.6	%	26.34	%	$	4.09
April 21, 2015	1.3	%	5.00	2.7	%	26.84	%	$	3.68
April 22, 2014	1.8	%	5.00	2.0	%	28.55	%	$	4.79

All of the options in the tables above vest and become exercisable over a period of up to eight years. Generally, each option will terminate approximately ten years after the grant date.

8

FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

The fair value of each share-based option is estimated on the date of grant using a Black-Scholes valuation method that uses the assumptions listed above. The risk-free interest rate is based on the U.S. Treasury rate over the expected life of the option at the time of grant. The expected life is the average length of time over which we expect the employee groups will exercise their options, which is based on historical experience with similar grants. The dividend yield is estimated over the expected life of the option based on our current dividend payout, historical dividends paid, and expected future cash dividends. Expected stock volatilities are based on the movement of our stock price over the most recent historical period equivalent to the expected life of the option.

Compensation expense equal to the grant date fair value is recognized for all of these awards over the vesting period. The stock-based compensation expense for the six-month periods ended June 30, 2022 and 2021 was $3.0 and $2.9, respectively, and the second quarter of 2022 and 2021 was $1.5 and $1.4, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2022 was $17.2 and is expected to be recognized over a weighted average period of 4.39 years. Any future changes in estimated forfeitures will impact this amount.

Earnings Per Share

The following tables present a reconciliation of the denominators used in the computation of basic and diluted earnings per share and a summary of the options to purchase shares of common stock which were excluded from the diluted earnings per share calculation because they were anti-dilutive:

	Six-month Period		Three-month Period
Reconciliation	2022	2021	2022	2021
Basic weighted average shares outstanding	575,510,253	574,465,377	575,462,097	574,592,653
Weighted shares assumed upon exercise of stock options	1,998,786	2,289,356	1,940,124	2,359,005
Diluted weighted average shares outstanding	577,509,039	576,754,733	577,402,221	576,951,658

	Six-month Period			Three-month Period
Summary of Anti-dilutive Options Excluded	2022		2021	2022		2021
Options to purchase shares of common stock	1,350,936		688,058	1,354,464		696,951
Weighted average exercise prices of options	$	55.20	48.00	$	55.22	48.00

Any dilutive impact summarized above related to periods when the average market price of our stock exceeded the exercise price of the potentially dilutive stock options then outstanding.

Translation Adjustment Upon Merger of Foreign Subsidiary

Retained earnings for the six-month period ended June 30, 2022, includes $0.9 of historical cumulative translation upon the merger of a foreign subsidiary recognized in March of 2022.

(4) Income Taxes

We file income tax returns in the United States federal jurisdiction, all states, and various local and foreign jurisdictions. We are no longer subject to income tax examinations by taxing authorities for taxable years before 2018 in the case of United States federal examinations, and with limited exceptions, before 2016 in the case of foreign, state, and local examinations. During the first six months of 2022, there were no material changes in unrecognized tax benefits.

(5) Operating Leases

Certain operating leases for pick-up trucks contain residual value guarantee provisions which would generally become due at the expiration of the operating lease agreement if the fair value of the leased vehicles is less than the guaranteed residual value. The aggregate residual value guarantee related to these leases is approximately $82.4. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

9

FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

(6) Debt Commitments

Credit Facility, Notes Payable, and Commitments

Debt obligations and letters of credit outstanding at the end of each period consisted of the following:

	Average Interest Rate at June 30, 2022			Debt Outstanding
			Maturity Date	June 30, 2022		December 31, 2021
Unsecured revolving credit facility	2.74	%	November 30, 2023	$	140.0	25.0
Senior unsecured promissory notes payable, Series B	2.45	%	July 20, 2022	35.0		35.0
Senior unsecured promissory notes payable, Series C	3.22	%	March 1, 2024	60.0		60.0
Senior unsecured promissory notes payable, Series D	2.66	%	May 15, 2025	75.0		75.0
Senior unsecured promissory notes payable, Series E	2.72	%	May 15, 2027	50.0		50.0
Senior unsecured promissory notes payable, Series F	1.69	%	June 24, 2023	70.0		70.0
Senior unsecured promissory notes payable, Series G	2.13	%	June 24, 2026	25.0		25.0
Senior unsecured promissory notes payable, Series H	2.50	%	June 24, 2030	50.0		50.0
Total				505.0		390.0
Less: Current portion of debt				(195.0)		(60.0)
Long-term debt				$	310.0	330.0
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation				$	36.3	36.3

Unsecured Revolving Credit Facility

We have a $700.0 committed unsecured revolving credit facility (Credit Facility). The Credit Facility includes a committed letter of credit subfacility of $55.0. Any borrowings outstanding under the Credit Facility for which we have the ability and intent to pay using cash within the next twelve months, will be classified as a current liability. The Credit Facility contains certain financial and other covenants, and our right to borrow under the Credit Facility is conditioned upon, among other things, our compliance with these covenants. We are currently in compliance with these covenants.

Borrowings under the Credit Facility generally bear interest at a rate per annum equal to LIBOR for interest periods of various lengths selected by us, plus 0.95%. We pay a commitment fee for the unused portion of the Credit Facility. This fee is either 0.10% or 0.125% per annum based on our usage of the Credit Facility.

Senior Unsecured Promissory Notes Payable

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $365.0 as of June 30, 2022. Our aggregate borrowing capacity under the Master Note Agreement is $600.0; however, none of the institutional investors party to that agreement are committed to purchase notes thereunder. There is no amortization of these notes prior to their maturity date and interest is payable quarterly. The notes currently issued under our Master Note Agreement, including the maturity date and fixed interest rate per annum of each series of note, are contained in the table above. The Master Note Agreement contains certain financial and other covenants and we are currently in compliance with these covenants.

(7) Legal Contingencies

The nature of our potential exposure to legal contingencies is described in our 2021 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements. As of June 30, 2022, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

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FASTENAL COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Amounts in millions except share and per share information and where otherwise noted)

June 30, 2022 and 2021

(Unaudited)

(8) Subsequent Events

We evaluated all subsequent event activity and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the Notes to Condensed Consolidated Financial Statements, with the exception of the dividend declaration disclosed in Note 3 'Stockholders' Equity'.

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ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. Dollar amounts are stated in millions except for share and per share amounts and where otherwise noted. Throughout this document, percentage and dollar change calculations, which are based on non-rounded dollar values, may not be able to be recalculated using the dollar values in this document due to the rounding of those dollar values.

Business

Fastenal is a North American leader in the wholesale distribution of industrial and construction supplies. We distribute these supplies through a network of over 3,200 in-market locations. Most of our customers are in the manufacturing and non-residential construction markets. The manufacturing market includes sales of products for both original equipment manufacturing (OEM), where our products are consumed in the final products of our customers, and manufacturing, repair and operations (MRO), where our products are consumed to support the facilities and ongoing operations of our customers. The non-residential construction market includes general, electrical, plumbing, sheet metal, and road contractors. Other users of our products include farmers, truckers, railroads, oil exploration companies, oil production and refinement companies, mining companies, federal, state, and local governmental entities, schools, and certain retail trades. Geographically, our branches, Onsite locations, and customers are primarily located in North America.

Our motto is Where Industry Meets Innovation™. We are a customer and growth-centric organization focused on identifying unique technologies, capabilities, and supply chain solutions that get us closer to our customers and reduce the total cost of their global supply chain. We believe this close-to-the-customer, high touch partnership approach is differentiated in the marketplace and allows us to gain market share in what remains a fragmented industrial distribution market.

Executive Overview

Net sales increased $270.8, or 18.0%, in the second quarter of 2022 when compared to the second quarter of 2021. The number of business days were the same in both periods. Our gross profit increased $127.0, or 18.1%, in the second quarter of 2022 relative to the second quarter of 2021, and as a percentage of net sales was unchanged at 46.5% in the second quarter of 2022 from 46.5% in the second quarter of 2021. Our operating income increased $65.6, or 20.7%, in the second quarter of 2022 relative to the second quarter of 2021, and as a percentage of net sales increased to 21.6% in the second quarter of 2022 from 21.1% in the second quarter of 2021. Our net earnings during the second quarter of 2022 were $287.1, an increase of 19.8% compared to the second quarter of 2021. Our diluted net earnings per share were $0.50 during the second quarter of 2022, which increased from $0.42 during the second quarter of 2021.

The table below summarizes our total and FTE (based on 40 hours per week) employee headcount, our investments related to in-market locations (defined as the sum of the total number of branch locations and the total number of active Onsite locations), and weighted Fastenal Managed Inventory (FMI) devices at the end of the periods presented and the percentage change compared to the end of the prior periods.

			Change Since:			Change Since:			Change Since:
	Q2 2022	Q1 2022	Q1 2022		Q4 2021	Q4 2021		Q2 2021	Q2 2021
In-market locations - absolute employee headcount	13,134	12,855	2.2	%	12,464	5.4	%	12,446	5.5	%
In-market locations - FTE employee headcount	12,039	11,644	3.4	%	11,337	6.2	%	11,390	5.7	%
Total absolute employee headcount	21,629	21,167	2.2	%	20,507	5.5	%	20,317	6.5	%
Total FTE employee headcount	19,523	18,958	3.0	%	18,370	6.3	%	18,253	7.0	%
Number of branch locations	1,737	1,760	-1.3	%	1,793	-3.1	%	1,921	-9.6	%
Number of active Onsite locations	1,501	1,440	4.2	%	1,416	6.0	%	1,323	13.5	%
Number of in-market locations	3,238	3,200	1.2	%	3,209	0.9	%	3,244	-0.2	%
Weighted FMI devices (MEU installed count) (1)	96,872	94,425	2.6	%	92,874	4.3	%	87,567	10.6	%

(1) This number excludes approximately 9,000 non-weighted devices that are part of our locker lease program.

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During the last twelve months, we increased our total FTE employee headcount by 1,270. This reflects an increase in our in-market and non-in-market selling FTE employee headcount of 927 to support growth in the marketplace and sales initiatives targeting customer acquisition. We had an increase in our distribution center FTE employee headcount of 181 to support increasing product throughput at our facilities and to expand our local inventory fulfillment terminals (LIFTs). We had an increase in our remaining FTE employee headcount of 162 that relates primarily to personnel investments in information technology, manufacturing, and operational support, such as purchasing and product development.

We opened two branches in the second quarter of 2022 and closed 25 branches, net of conversions. We activated 81 Onsite locations in the second quarter of 2022 and closed 20, net of conversions. In any period, the number of closings tend to reflect both normal churn in our business, whether due to redefining or exiting customer relationships, the shutting or relocation of customer facilities that host our locations, or a customer decision, as well as our ongoing review of underperforming locations. Our in-market network forms the foundation of our business strategy, and we will continue to open or close locations as is deemed necessary to sustain and improve our network, support our growth drivers, and manage our operating expenses.

SECOND QUARTER OF 2022 VERSUS SECOND QUARTER OF 2021

Results of Operations

The following table sets forth condensed consolidated statement of earnings information (as a percentage of net sales) for the periods ended June 30:

	Three-month Period
	2022		2021
Net sales	100.0	%	100.0	%
Gross profit	46.5	%	46.5	%
Operating and administrative expenses	25.0	%	25.4	%
Operating income	21.6	%	21.1	%
Net interest expense	-0.2	%	-0.2	%
Earnings before income taxes	21.4	%	20.9	%
Note – Amounts may not foot due to rounding difference.

Net Sales

The table below sets forth net sales and daily sales for the periods ended June 30, and changes in such sales from the prior period to the more recent period:

	Three-month Period
	2022			2021
Net sales	$	1,778.6		1,507.7
Percentage change	18.0		%	-0.1	%
Business days	64			64
Daily sales	$	27.8		23.6
Percentage change	18.0		%	-0.1	%
Daily sales impact of currency fluctuations	-0.5		%	1.2	%
Note – Daily sales are defined as the total net sales for the period divided by the number of business days (in the United States) in the period.

Net sales increased $270.8, or 18.0%, in the second quarter of 2022 when compared to the second quarter of 2021. The number of business days were the same in both periods. The second quarter of 2022 continued to experience strong, economically-driven growth in underlying demand for manufacturing and construction equipment and supplies, which drove higher unit sales that contributed to the increase in net sales in the period. Foreign exchange negatively affected sales in the second quarter of 2022 by approximately 50 basis points.

The overall impact of product pricing on net sales in the second quarter of 2022 was 660 to 690 basis points compared to the second quarter of 2021. This reflects actions taken over the past twelve months intended to mitigate the impact of marketplace inflation for our products, particularly fasteners, and transportation services. We did not take any broad price increases in the second quarter of 2022, but benefited from carryover from actions taken in the first quarter of 2022, the timing of opportunities with national account contracts, and tactical, SKU-level adjustments. Costs for fuel and transportation services and certain key metals and plastics are at elevated but stable levels. We will continue to take actions aimed at mitigating the impact of product

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and transportation cost inflation should the need arise in 2022. The impact of product pricing on net sales in the second quarter of 2021 was 80 to 110 basis points.

From a product standpoint, we have three categories: fasteners, safety products, and other products, the latter of which includes eight smaller product categories, such as tools, janitorial supplies, and cutting tools. Fastener daily sales increased 21.2% over the second quarter of 2021, and represented 34.6% of our net sales in the second quarter of 2022; fasteners represented 33.6% of net sales in the second quarter of 2021. Safety product daily sales increased 13.8% over the second quarter of 2021 and represented 20.3% of our net sales in the second quarter of 2022; safety products represented 21.0% of net sales in the second quarter of 2021. Other products daily sales increased 17.0% over the second quarter of 2021 and represented 45.1% of our net sales in the second quarter of 2022; other products represented 45.4% of net sales in the second quarter of 2021.

From an end market standpoint, daily sales to our manufacturing customers increased 23.1% in the second quarter of 2022 from the second quarter of 2021. Daily sales to our non-residential construction customers increased 10.8% in the second quarter of 2022 from the second quarter of 2021. Sales trends for our traditional manufacturing and construction customers reflected sustained strength in underlying economic activity as well as favorable product pricing. Sales to government customers, which includes health care providers, decreased 2.1% and represented 3.8% of sales in the second quarter of 2022, down from 4.6% in the second quarter of 2021.

We report our customers in two categories: national accounts, which are customers with a multi-site contract, and non-national accounts, which include large regional customers, small local customers, and government customers. Daily sales to our national account customers increased 22.9% in the second quarter of 2022 over the second quarter of 2021. Most of our national account customers grew in the second quarter of 2022 over the year earlier period, as our sales grew at 91 of our Top 100 national account customers. Revenues attributable to national account customers represented 57.3% of our total revenues in the period. Daily sales to our non-national account customers, which includes government customers, increased 12.2% in the second quarter of 2022 from the second quarter of 2021. Revenues attributable to non-national account customers represented 42.7% of our total revenues in the period.

Our growth driver signings have been challenged over recent quarters. At various times over the last several years, the COVID-19 pandemic, severe constraints on supply chains and labor availability, and/or significant inflation have created issues with access to facilities and key decision-makers or diverted energy from conversations about our growth drivers. However, as the primary effects of the pandemic have receded and as supply chain, labor and marketplace challenges have stabilized, the outlook for signings activity going forward is improved.

•We signed 102 new Onsite locations (defined as dedicated sales and service provided from within, or in close proximity to, the customer's facility) in the second quarter of 2022, resulting in year-to-date signings of new Onsite locations of 208. We had 1,501 active sites on June 30, 2022, which represented an increase of 13.5% from June 30, 2021. Daily sales through our Onsite locations, excluding sales transferred from branches to new Onsites, grew at a better than 20% rate in the second quarter of 2022 over the second quarter of 2021. This growth is due to improved business activity from our Onsite customers and, to a lesser degree, contributions from the increase in the number of Onsites we operate. The signings through the first half of 2022 keeps us on track to sign 375 to 400 Onsites in 2022.

•FMI Technology is comprised of our FASTStock℠ (scanned stocking locations), FASTBin® (infrared, RFID, and scaled bins), and FASTVend® (vending devices) offering. FASTStock's fulfillment processing technology is not embedded, is relatively less expensive and highly flexible in application, and delivered using our proprietary mobility technology. FASTBin and FASTVend incorporate highly efficient and powerful embedded data tracking and fulfillment processing technologies. Prior to 2021, we reported exclusively on the signings, installations, and sales of FASTVend. Beginning in the first quarter of 2021, we began disclosing certain statistics around our FMI offering. The first statistic is a weighted FMI® measure which combines the signings and installations of FASTBin and FASTVend in a standardized machine equivalent unit (MEU) based on the expected output of each type of device. We do not include FASTStock in this measurement because scanned stocking locations can take many forms, such as bins, shelves, cabinets, pallets, etc., that cannot be converted into a standardized MEU. The second statistic is revenue through FMI Technology which combines the net sales through FASTStock, FASTBin, and FASTVend. A portion of the growth in net sales experienced by FMI, particularly FASTStock and FASTBin, reflects the migration of products from less efficient non-digital stocking locations to more efficient, digital stocking locations.

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The table below summarizes the signings and installations of, and sales through, our FMI devices.

	Three-month Period
	2022			2021		Change
Weighted FASTBin/FASTVend signings (MEUs)	5,490			5,843		-6.0	%
Signings per day	86			91
Weighted FASTBin/FASTVend installations (MEUs; end of period)	96,872			87,567		10.6	%
FASTStock sales	$	207.3		140.5		47.6	%
% of sales	11.5		%	9.2	%
FASTBin/FASTVend sales	$	433.3		327.7		32.2	%
% of sales	24.1		%	21.5	%
FMI sales	$	640.6		468.2		36.8	%
FMI daily sales	$	10.0		7.3		36.8	%
% of sales	35.6		%	30.7	%

We began disclosing the above table in the second quarter of 2021 using sales after rebates (net sales). In the third quarter of 2021, we updated our process to reflect sales before rebates (sales) to ensure consistency across our FMI and Digital Footprint reporting. The second quarter of 2021 percent of sales figures above and our digital footprint below, may differ slightly from those disclosed in the second quarter of 2021 based on this minor change in reporting.

Our signings of FMI devices in the second quarter and year-to-date 2022 have improved slightly on a sequential basis, but at a slower pace than is necessary to achieve our annual goals. As a result, we currently expect our 2022 signings goal for weighted FASTBin and FASTVend devices to be 21,000 to 23,000 MEUs, a reduction from our previous goal of 23,000 to 25,000 MEUs.

All metrics provided above exclude approximately 9,000 non-weighted vending devices that are part of a leased locker program.

•Our eCommerce business includes sales made through an electronic data interface (EDI), or other types of technical integrations, and through our web verticals. Daily sales through eCommerce grew 52.7% in the second quarter of 2022 and represented 17.1% of our total revenues in the period.

Our digital products and services are comprised of sales through FMI (FASTStock, FASTBin, and FASTVend) plus that proportion of our eCommerce sales that do not represent billings of FMI services (collectively, our Digital Footprint). We believe the data that is created through our digital capabilities enhances product visibility, traceability, and control that reduces risk in operations and creates ordering and fulfillment efficiencies for both ourselves and our customers. As a result, we believe our opportunity to grow our business will be enhanced through the continued development and expansion of our digital capabilities.

Our Digital Footprint in the second quarter of 2022 represented 47.9% of our sales, an increase from 41.4% of sales in the second quarter of 2021.

Sales by Product Line

The approximate mix of sales from fasteners, safety supplies, and all other product lines was as follows for the periods ended June 30:

	Three-month Period
	2022		2021
Fasteners	34.6	%	33.6	%
Safety supplies	20.3	%	21.0	%
Other product lines	45.1	%	45.4	%
	100.0	%	100.0	%

Gross Profit

Our gross profit, as a percentage of net sales, was unchanged at 46.5% in the second quarter of 2022 from 46.5% in the second quarter of 2021. We experienced a modest decline in product margin, due in part to a greater dilutive net impact from product and customer mix, which was largely offset by better leverage of organizational expenses as a result of strong business activity. The impact of price/cost was largely neutral to our gross profit percentage in the second quarter of 2022.

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Operating and Administrative Expenses

Our operating and administrative expenses, as a percentage of net sales, fell to 25.0% in the second quarter of 2022 from 25.4% in the second quarter of 2021. A decline, as a percentage of net sales, in occupancy-related and employee-related expenses was only partly offset by an increase, as a percentage of net sales, in other operating and administrative expenses.

The percentage change in employee-related, occupancy-related, and all other operating and administrative expenses compared to the same periods in the preceding year, is outlined in the table below.

	Approximate Percentage of Total Operating and Administrative Expenses	Three-month Period
		2022
Employee-related expenses	70% to 75%	16.8	%
Occupancy-related expenses	15% to 20%	1.4	%
All other operating and administrative expenses	10% to 15%	34.2	%

Employee-related expenses include: (1) payroll (which includes cash compensation, stock option expense, and profit sharing), (2) health care, (3) personnel development, and (4) social taxes.

In the second quarter of 2022, our employee-related expenses increased when compared to the second quarter of 2021. We experienced an increase in employee base pay, albeit at a rate below the growth in sales, due to higher average FTE during the period, a greater proportion of full-time employees in our labor pool, and, to a lesser degree, higher average wages. Bonus and commission payments and profit sharing increased at a rate greater than sales, reflecting improved business activity and financial performance versus the year-ago period. This was partly offset by lower healthcare expenses reflecting reduced COVID-related costs.

The table below summarizes our FTE headcount at the end of the periods presented and the percentage change compared to the end of the prior periods:

			Change Since:			Change Since:
	Q2 2022	Q1 2022	Q1 2022		Q2 2021	Q2 2021
In-market locations (branches & Onsites)	12,039	11,644	3.4	%	11,390	5.7	%
Non-in-market selling	2,299	2,197	4.6	%	2,021	13.8	%
Selling subtotal	14,338	13,841	3.6	%	13,411	6.9	%
Distribution/Transportation	2,872	2,856	0.6