Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended SeptemberJune 30, 2017,2022, 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)
Minnesota41-0948415
(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
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareFASTThe 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 definitionthe definitions of “large"large accelerated filer”filer", “accelerated filer”"accelerated filer", “smaller"smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerýAccelerated Filer¨☐
Non-accelerated Filer
¨  (Do not check if a smaller reporting company)
☐		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
Indicate the numberAs of July 12, 2022, there were approximately 574,678,797 shares outstanding of each of the issuer's classes ofregistrant's common stock asoutstanding.

Table of the last practicable date.Contents
FASTENAL COMPANY
INDEX
 
Page
Class
ITEM 1.
FINANCIAL STATEMENTS
Outstanding at October 10, 2017
Common Stock, par value $.01 per share287,390,374

Table of Contents

FASTENAL COMPANY
INDEX
Page No.
Part I Financial Information:
Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016
1
Condensed Consolidated Statements of Earnings for the nine months and three months ended September 30, 2017 and 2016
2
Condensed Consolidated Statements of Comprehensive Income for the nine months and three months ended September 30, 2017 and 2016
3
Condensed Consolidated Statements of Stockholders' Equity
4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016
45
Notes to Condensed Consolidated Financial Statements
56
Management's Discussion and Analysis of Financial Condition and Results of OperationsITEM 2.
11MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
12
Quantitative and Qualitative Disclosures About Market RisksITEM 3.
18QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
24
Controls and ProceduresITEM 4.
18CONTROLS AND PROCEDURES
25
Legal ProceedingsITEM 1.
18LEGAL PROCEEDINGS
26
Risk FactorsITEM 1A.
18RISK FACTORS
26
Unregistered Sales of Equity Securities and Use of ProceedsITEM 2.
19UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
26
ExhibitsITEM 6.
19EXHIBITS
26




Table of Contents

PART I — FINANCIAL INFORMATION


ITEM 1 — FINANCIAL STATEMENTS
FASTENAL COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in millions except share and per share information)
(Unaudited)  (Unaudited)
AssetsSeptember 30,
2017		 December 31,
2016		AssetsJune 30,
2022		December 31,
2021
Current assets:   Current assets:
Cash and cash equivalents$133.4
 112.7
Cash and cash equivalents$247.9 236.2 
Trade accounts receivable, net of allowance for doubtful accounts of $11.4 and $11.2, respectively632.1
 499.7
Trade accounts receivable, net of allowance for credit losses of $11.1 and $12.0, respectivelyTrade accounts receivable, net of allowance for credit losses of $11.1 and $12.0, respectively1,103.9 900.2 
Inventories1,047.0
 993.0
Inventories1,665.2 1,523.6 
Prepaid income taxes—
 12.9
Prepaid income taxes6.5 8.5 
Other current assets117.7
 102.5
Other current assets129.2 188.1 
Total current assets1,930.2
 1,720.8
Total current assets3,152.7 2,856.6 
   
Property and equipment, net889.3
 899.7
Property and equipment, net1,008.7 1,019.2 
Operating lease right-of-use assetsOperating lease right-of-use assets254.8 242.3 
Other assets82.1
 48.4
Other assets176.1 180.9 
   
Total assets$2,901.6
 2,668.9
Total assets$4,592.3 4,299.0 
   
Liabilities and Stockholders' Equity   Liabilities and Stockholders' Equity
Current liabilities:   Current liabilities:
Current portion of debt$8.0
 10.5
Current portion of debt$195.0 60.0 
Accounts payable147.1
 108.8
Accounts payable291.8 233.1 
Accrued expenses198.7
 156.4
Accrued expenses268.7 298.3 
Income taxes payable6.6
 —
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities93.5 90.8 
Total current liabilities360.4
 275.7
Total current liabilities849.0 682.2 
   
Long-term debt432.0
 379.5
Long-term debt310.0 330.0 
Deferred income tax liabilities82.9
 80.6
Operating lease liabilitiesOperating lease liabilities165.5 156.0 
Deferred income taxesDeferred income taxes89.1 88.6 
   
Stockholders' equity:   Stockholders' equity:
Preferred stock: $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding—
 —
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, 287,383,174 and 289,161,924 shares issued and outstanding, respectively2.9
 2.9
Common stock: $0.01 par value, 800,000,000 shares authorized, 574,676,079 and 575,464,682 shares issued and outstanding, respectivelyCommon stock: $0.01 par value, 800,000,000 shares authorized, 574,676,079 and 575,464,682 shares issued and outstanding, respectively5.8 5.8 
Additional paid-in capital1.3
 37.4
Additional paid-in capital55.7 96.2 
Retained earnings2,050.2
 1,940.1
Retained earnings3,171.6 2,970.9 
Accumulated other comprehensive loss(28.1) (47.3)Accumulated other comprehensive loss(54.4)(30.7)
Total stockholders' equity2,026.3
 1,933.1
Total stockholders' equity3,178.7 3,042.2 
Total liabilities and stockholders' equity$2,901.6
 2,668.9
Total liabilities and stockholders' equity$4,592.3 4,299.0 
See accompanying Notes to Condensed Consolidated Financial Statements.




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FASTENAL COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Amounts in millions except earnings per share)
(Unaudited) (Unaudited)(Unaudited)(Unaudited)
Nine Months Ended
September 30,		 Three Months Ended
September 30,		Six Months Ended
June 30,		Three Months Ended
June 30,
2017 2016 2017 2016 2022202120222021
Net sales$3,302.0
 3,014.1
 $1,132.8
 1,013.1
Net sales$3,482.6 2,924.7 $1,778.6 1,507.7 
       
Cost of sales1,669.6
 1,521.2
 576.9
 513.3
Cost of sales1,861.7 1,580.6 951.0 807.0 
Gross profit1,632.4
 1,492.9
 555.9
 499.8
Gross profit1,620.9 1,344.1 827.6 700.7 
       
Operating and administrative expenses955.0
 879.9
 327.5
 297.1
Operating and administrative expenses879.5 746.0 444.2 382.9 
Gain on sale of property and equipment(1.1) (0.3) (0.1) (0.2)
Operating income678.5
 613.3
 228.5
 202.9
Operating income741.4 598.1 383.4 317.8 
       
Interest income0.3
 0.3
 0.1
 0.1
Interest income0.1 0.0 0.1 0.0 
Interest expense(6.5) (4.7) (2.6) (1.8)Interest expense(5.0)(5.0)(2.8)(2.6)
       
Earnings before income taxes672.3
 608.9
 226.0
 201.2
Earnings before income taxes736.5 593.1 380.7 315.2 
  ��    
Income tax expense246.1
 224.3
 82.9
 74.3
Income tax expense179.8 142.8 93.6 75.5 
       
Net earnings$426.2
 384.6
 $143.1
 126.9
Net earnings$556.7 450.3 $287.1 239.7 
       
Basic net earnings per share$1.48
 1.33
 $0.50
 0.44
Basic net earnings per share$0.97 0.78 $0.50 0.42 
       
Diluted net earnings per share$1.48
 1.33
 $0.50
 0.44
Diluted net earnings per share$0.96 0.78 $0.50 0.42 
       
Basic weighted average shares outstanding288.5
 288.9
 287.5
 289.0
Basic weighted average shares outstanding575.5 574.5 575.5 574.6 
       
Diluted weighted average shares outstanding288.6
 289.1
 287.6
 289.1
Diluted weighted average shares outstanding577.5 576.8 577.4 577.0 
See accompanying Notes to Condensed Consolidated Financial Statements.




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FASTENAL COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Amounts in millions)
(Unaudited) (Unaudited)(Unaudited)(Unaudited)
Nine Months Ended
September 30,		 Three Months Ended
September 30,		 Six Months Ended
June 30,		Three Months Ended
June 30,
2017 2016 2017 2016 2022202120222021
Net earnings$426.2
 384.6
 $143.1
 126.9
Net earnings$556.7 450.3 $287.1 239.7 
Other comprehensive income, net of tax:       
Foreign currency translation adjustments (net of tax of $0.0 in 2017 and 2016)19.2
 9.3
 8.2
 (2.9)
Other comprehensive (loss) income, net of tax:Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (net of tax of $0.0 in 2022 and 2021)Foreign currency translation adjustments (net of tax of $0.0 in 2022 and 2021)(23.7)2.4 (26.0)6.8 
Comprehensive income$445.4
 393.9
 $151.3
 124.0
Comprehensive income$533.0 452.7 $261.1 246.5 
See accompanying Notes to Condensed Consolidated Financial Statements.




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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,
2022202120222021
Common stock
Balance at beginning of period$5.8 5.7 $5.8 5.7 
Balance at end of period5.8 5.7 5.8 5.7 
Additional paid-in capital
Balance at beginning of period96.2 59.1 101.6 67.2 
Stock options exercised5.8 13.6 1.9 7.0 
Purchases of common stock(49.3)— (49.3)— 
Stock-based compensation3.0 2.9 1.5 1.4 
Balance at end of period55.7 75.6 55.7 75.6 
Retained earnings
Balance at beginning of period2,970.9 2,689.6 3,063.0 2,739.4 
Net earnings556.7 450.3 287.1 239.7 
Dividends paid in cash(356.9)(321.6)(178.5)(160.8)
Translation adjustment upon merger of foreign subsidiary0.9 — — — 
Balance at end of period3,171.6 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.


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FASTENAL COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Amounts in millions)
(Unaudited)(Unaudited)(Unaudited)
Nine Months Ended
September 30,		 Six Months Ended
June 30,		Three Months Ended
June 30,
2017 2016 2022202120222021
Cash flows from operating activities:   Cash flows from operating activities:
Net earnings$426.2
 384.6
Net earnings$556.7 450.3 $287.1 239.7 
Adjustments to reconcile net earnings to net cash provided by operating activities, net of acquisition:   
Adjustments to reconcile net earnings to net cash provided by operating activities:Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation of property and equipment92.3
 74.5
Depreciation of property and equipment82.4 78.9 41.2 39.6 
Gain on sale of property and equipment(1.1) (0.3)
Loss (gain) on sale of property and equipmentLoss (gain) on sale of property and equipment2.3 (1.3)(1.2)(0.7)
Bad debt expense6.2
 6.6
Bad debt expense0.4 (0.1)0.7 0.0 
Deferred income taxes2.3
 2.7
Deferred income taxes0.5 0.7 (0.5)0.4 
Stock-based compensation4.0
 2.9
Stock-based compensation3.0 2.9 1.5 1.4 
Amortization of intangible assets2.8
 0.4
Amortization of intangible assets5.4 5.4 2.7 2.7 
Changes in operating assets and liabilities, net of acquisition:   
Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Trade accounts receivable(126.2) (80.4)Trade accounts receivable(209.3)(138.0)(39.4)(55.9)
Inventories(31.2) (51.0)Inventories(150.6)10.6 (74.2)(20.5)
Other current assets(15.2) 11.6
Other current assets58.9 (6.4)(1.8)(22.7)
Accounts payable35.9
 (8.2)Accounts payable58.7 29.1 1.9 21.0 
Accrued expenses42.3
 3.8
Accrued expenses(29.6)5.8 0.5 12.1 
Income taxes19.5
 39.8
Income taxes2.0 8.1 (67.6)(45.8)
Other(1.9) (0.1)Other0.4 0.3 0.3 0.2 
Net cash provided by operating activities455.9
 386.9
Net cash provided by operating activities381.2 446.3 151.2 171.5 
   
Cash flows from investing activities:   Cash flows from investing activities:
Purchases of property and equipment(82.7) (162.0)Purchases of property and equipment(83.0)(67.3)(47.5)(34.6)
Proceeds from sale of property and equipment6.2
 4.6
Proceeds from sale of property and equipment6.5 5.8 4.1 3.1 
Cash paid for acquisition(58.7) —
Other(3.0) (0.2)Other(0.6)0.1 (0.5)0.0 
Net cash used in investing activities(138.2) (157.6)Net cash used in investing activities(77.1)(61.4)(43.9)(31.5)
   
Cash flows from financing activities:   Cash flows from financing activities:
Proceeds from debt obligations805.0
 760.0
Proceeds from debt obligations695.0 165.0 460.0 55.0 
Payments against debt obligations(750.0) (680.0)Payments against debt obligations(580.0)(165.0)(320.0)(55.0)
Proceeds from exercise of stock options3.5
 25.0
Proceeds from exercise of stock options5.8 13.6 1.9 7.0 
Purchases of common stock(82.6) (59.5)Purchases of common stock(49.3)— (49.3)— 
Payments of dividends(277.1) (259.9)Payments of dividends(356.9)(321.6)(178.5)(160.8)
Net cash used in financing activities(301.2) (214.4)Net cash used in financing activities(285.4)(308.0)(85.9)(153.8)
   
Effect of exchange rate changes on cash and cash equivalents4.2
 3.1
Effect of exchange rate changes on cash and cash equivalents(7.0)(0.8)(7.7)1.7 
   
Net increase in cash and cash equivalents20.7
 18.0
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents11.7 76.1 13.7 (12.1)
   
Cash and cash equivalents at beginning of period112.7
 129.0
Cash and cash equivalents at beginning of period236.2 245.7 234.2 333.9 
Cash and cash equivalents at end of period$133.4
 147.0
Cash and cash equivalents at end of period$247.9 321.8 $247.9 321.8 
   
Supplemental disclosure of cash flow information:   
Supplemental information:Supplemental information:
Cash paid for interest$6.1
 4.4
Cash paid for interest$5.0 5.0 $2.7 2.6 
Net cash paid for income taxes$223.8
 181.2
Net cash paid for income taxes$175.4 132.7 $160.2 120.3 
Leased assets obtained in exchange for new operating lease liabilitiesLeased 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.


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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)
SeptemberJune 30, 20172022 and 20162021
(Unaudited)

(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (collectively referred to as the Company,company, Fastenal, or by terms such as we, our, or us) have been prepared in accordance with U.S. generally accepted accounting principles ('GAAP')(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, 2016.2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Recently Adopted Accounting PronouncementsImmaterial Revision
Effective January 1, 2017, we adopted the Financial Accounting Standards Board ('FASB') Accounting Standards Update ('ASU') 2016-09, Improvements to Employee Share-Based Payment Accounting. The standard simplifies several aspects of the accountingprior period balances for employee share-based payment transactions, including accounting for income taxes, forfeitures,additional paid-in capital and statutory withholding requirements, as well as classificationcommon stock have been updated in the Condensed Consolidated Statements of Cash Flows. As a resultStockholders' Equity to reflect the impact of the adoption, on a prospective basis, for the nine and three month periods ended September 30, 2017, we recognized $0.5 and $0.0, respectively, of excess tax benefitsan immaterial correction which reclassified $2.9 from stock-based compensation as a discrete item in our income tax expense. Historically, these amounts were recorded as additional paid-in capital. Upon adoption, we electedcapital to applycommon stock in connection with the change retrospectively to our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016, which resulted in a reclassification of excess tax benefits from stock-based compensation of $5.5 offsetting cash flows used in financing activities to cash flows provided by operating activities. We elected not to change our policy on accounting for forfeitures and will continue to estimate a requisite forfeiture rate. Additional amendments to the accounting for income taxes and minimum statutory withholding requirements had no impact on our results of operations.2019 stock split.
Recently Issued Accounting Pronouncements
In August 2015,March 2020, the FASBFinancial Accounting Standards Board (FASB) issued ASU 2015-14, Revenue from Contracts with CustomersAccounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 606)848): DeferralFacilitation of the Effective Date, Effects of Reference Rate Reform on Financial Reporting, which defersprovides 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 dateupon 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 2014-092020-04. 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 all entities by one year. This updateproduct returns, and any related sales incentives. Revenue is effectivemeasured as the amount of consideration we expect to receive in exchange for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Earlier applicationtransferring products. All revenue is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2014-09 was to become effective for us beginning January 2017; however, ASU 2015-14 defers our effective date until January 2018, which isrecognized when we plansatisfy our performance obligations under the contract. We recognize revenue by transferring control of the promised products to adopt this standard. The ASU permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectivelythe customer, with the cumulative effectmajority of initially applying the guidancerevenue recognized at the datepoint in time the customer obtains control of initial application (the cumulative catch-up transition method). The ASU also requires expanded disclosures relatingthe products. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the nature, amount, timing, and uncertaintycustomer. We estimate product returns based on historical return rates. Using probability assessments, we estimate sales incentives expected to be paid over the term of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required for customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. While we are still in the process of evaluating the effect of adoption on our consolidated financial statements and are currently assessing our contracts with customers, we do not currently expect a material impact on our results of operations, cash flows or financial position. The majority of our revenue arrangements generally consist ofcontracts 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 transfer promised goods or services. We anticipate we will expand our consolidated financial statement disclosures in order to comply with the ASU. We have not yet decided on our transition method upon adoption, but plan to select a transition method in the fourth quarter of 2017.
In February 2016, the FASB issued ASU 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lesseesgovernmental authorities are accounted for those leases classified as operating leases under previous guidance. The update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those reporting periods, with early adoption permitted. The guidance will be applied on a modified retrospectivenet basis with the earliest period presented. Basedand therefore are excluded from net sales. Revenues are attributable to countries based on the effective date, this guidance will apply beginning January 2019,selling location from which is when we plan to adopt this ASU. While we are still in the process of evaluating the effect of adoption on our consolidated financial statements and are currently assessing our leases, we expect the adoption will lead to a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheets. As part of our assessment, we will need to determine the impact of lease extension provisions provided in our facility and vehicle leases, which will impact the amount of the right of use asset and lease liability recorded under the ASU.

sale occurred.
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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)
SeptemberJune 30, 20172022 and 20162021
(Unaudited)

Disaggregation of Revenue
(2) Acquisition
On March 31, 2017, we acquired certain assets and assumed certain liabilities of Manufacturers Supply Company (‘Mansco’). Mansco, based in Hudsonville, Michigan, is a distributor of industrial and fastener supplies with a particularly strong market position with commercial furniture original equipment manufacturers. As such, this acquisition gives us a presence in a market where we have not meaningfully contributed inOur revenues related to the past, while providing Mansco with additional tools with which to service its customer base and reduce costs through economies of scale.
The total purchase price for this acquisition consisted of $57.9 paid in cash at closing, $0.8 paid in cash after closing pursuant to a post-closing purchase price adjustment, and a contingent consideration arrangement which requires us to pay the former owner up to a maximum of $2.5 (undiscounted) in cash after closing based on sales growth of the acquired business. The fair value of the contingent consideration arrangementfollowing geographic areas were as of September 30, 2017, estimated by applying the income approach, which is a Level 3 measurement under the fair value hierarchy, was $0.6. Assuming payment of $0.6 of the contingent consideration arrangement, the total consideration for the acquisition will be $59.3. We funded the purchase price for the acquisition with the proceeds from the issuance during the first quarter of 2017 of a new series of senior unsecured promissory notes under our master note agreement in the aggregate principal amount of $60.0.
The fair value of the assets acquired and liabilities assumed is summarized below.
Current assets$21.7
Property and equipment0.9
Identifiable intangible assets20.1
Current liabilities(1.8)
Total identifiable net assets40.9
Goodwill18.4
Total fair value of assets acquired and liabilities assumed$59.3
The identifiable intangible assets consist mainly of the value of the customer relationships that were acquired and the goodwill consists largely of the synergies and economies of scale expected from combining the Mansco operations with our existing operations. The identifiable intangible assets and goodwill are deductible for income tax purposes.
The amount of net sales and net earnings of the acquired business included in our condensed consolidated statement of earningsfollows for the periods ended September 30, 2017,June 30:
Six-month PeriodThree-month Period
2022202120222021
United States$2,928.4 2,446.1 $1,496.7 1,258.2 
Canada and Mexico438.4 368.9 225.0 192.0 
North America3,366.8 2,815.0 1,721.7 1,450.2 
All other foreign countries115.8 109.7 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 PeriodThree-month Period
2022202120222021
Manufacturing71.5 %68.5 %71.8 %68.9 %
Non-residential construction10.5 %11.1 %10.7 %11.4 %
Other18.0 %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 PeriodThree-month Period
TypeIntroduced2022202120222021
Fasteners (1)
196734.4 %33.1 %34.6 %33.6 %
Tools19938.2 %8.6 %8.2 %8.6 %
Cutting tools19965.0 %5.0 %5.0 %5.1 %
Hydraulics & pneumatics19966.6 %6.4 %6.7 %6.4 %
Material handling19965.7 %5.5 %5.7 %5.6 %
Janitorial supplies19967.9 %8.2 %8.0 %7.9 %
Electrical supplies19974.3 %4.4 %4.3 %4.4 %
Welding supplies19973.8 %3.8 %3.8 %3.8 %
Safety supplies199920.7 %21.3 %20.3 %21.0 %
Other3.4 %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 pro forma net salesclose of business on July 27, 2022. Since 2011, we have paid quarterly cash dividends, and net earningsin 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 combined entity hadcompany and such other factors as are deemed relevant by the acquisition occurred on January 1, 2016, are:board of directors.

 Nine-month PeriodThree-month Period
 2017201620172016
Net sales$40.4
36.7
$13.4
12.7
Net earnings$4.6
3.7
$1.4
1.2
7

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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)
SeptemberJune 30, 20172022 and 20162021
(Unaudited)

(3) Stockholders' Equity
Dividends
On October 10, 2017, our board of directors declared a dividend of $0.32 per share of common stock. This dividend is to be paid in cash on November 22, 2017 to shareholders of record at the close of business on October 25, 2017. Since 2011, we have paid quarterly dividends. Our board of directors expects to continue paying quarterly dividends, provided the future determination as to payment of dividends will depend on the financial needs of the Company and such other factors as deemed relevant by the board of directors.
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:
2017 201620222021
First quarter$0.32
 0.30
First quarter$0.31 $0.28 
Second quarter0.32
 0.30
Second quarter$0.31 $0.28 
Third quarter0.32
 0.30
Third quarter$0.31 $0.28 
Fourth quarter0.32
 0.30
Fourth quarter$0.28 
Total$1.28
 1.20
Total$0.93 $1.12 
Stock Options
The following tables summarize the details of options granted under our stock option planplans that were still outstanding as of SeptemberJune 30, 2017,2022, 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 GrantOptions
Outstanding		Options
Exercisable
January 3, 2022713,438 $62.00 $61.980 695,864 53,355 
January 4, 2021741,510 $48.00 $47.650 682,763 26,643 
January 2, 2020902,263 $38.00 $37.230 790,286 269,666 
January 2, 20191,316,924 $26.00 $25.705 949,422 415,262 
January 2, 20181,087,936 $27.50 $27.270 705,640 430,316 
January 3, 20171,529,578 $23.50 $23.475 695,072 534,092 
April 19, 20161,690,880 $23.00 $22.870 506,553 381,923 
April 21, 20151,786,440 $21.00 $20.630 373,316 294,134 
April 22, 20141,910,000 $28.00 $25.265 167,840 167,840 
Total11,678,969 5,566,756 2,573,231 
 
Options
Granted
 
Option
Exercise
(Strike)
Price
 
Closing
Stock Price
on Date
of Grant
 September 30, 2017
Date of Grant   
Options
Outstanding
 
Options
Exercisable
January 3, 2017764,789
 $47.00
 $46.95
 725,542
 —
April 19, 2016845,440
 $46.00
 $45.74
 757,522
 —
April 21, 2015893,220
 $42.00
 $41.26
 700,746
 —
April 22, 2014955,000
 $56.00
 $50.53
 572,500
 116,250
April 16, 2013205,000
 $54.00
 $49.25
 104,250
 57,250
April 17, 20121,235,000
 $54.00
 $49.01
 957,938
 776,103
April 19, 2011410,000
 $35.00
 $31.78
 72,550
 47,550
April 20, 2010530,000
 $30.00
 $27.13
 107,800
 82,800
April 21, 2009790,000
 $27.00
 $17.61
 221,650
 221,650
Total6,628,449
     4,220,498
 1,301,603



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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)
September 30, 2017 and 2016
(Unaudited)

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
Date of GrantRisk-free
Interest Rate		Expected Life of
Option in Years		Expected
Dividend
Yield		Expected
Stock
Volatility		Estimated Fair
Value of Stock
Option
January 3, 2022January 3, 20221.3 %5.001.7 %28.52 %$13.68 
January 4, 2021January 4, 20210.4 %5.002.0 %29.17 %$9.57 
January 2, 2020January 2, 20201.7 %5.002.4 %25.70 %$6.81 
January 2, 2019January 2, 20192.5 %5.002.9 %23.96 %$4.40 
January 2, 2018January 2, 20182.2 %5.002.3 %23.45 %$5.02 
January 3, 20171.9% 5.00 2.6% 24.49% $8.40
January 3, 20171.9 %5.002.6 %24.49 %$4.20 
April 19, 20161.3% 5.00 2.6% 26.34% $8.18
April 19, 20161.3 %5.002.6 %26.34 %$4.09 
April 21, 20151.3% 5.00 2.7% 26.84% $7.35
April 21, 20151.3 %5.002.7 %26.84 %$3.68 
April 22, 20141.8% 5.00 2.0% 28.55% $9.57
April 22, 20141.8 %5.002.0 %28.55 %$4.79 
April 16, 20130.7% 5.00 1.6% 37.42% $12.66
April 17, 20120.9% 5.00 1.4% 39.25% $13.69
April 19, 20112.1% 5.00 1.6% 39.33% $11.20
April 20, 20102.6% 5.00 1.5% 39.10% $8.14
April 21, 20091.9% 5.00 1.0% 38.80% $3.64
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 nineten years after the grant date.

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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)
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 nine-monthsix-month periods ended SeptemberJune 30, 20172022 and 20162021 was $4.0$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 SeptemberJune 30, 20172022 was $15.9$17.2 and is expected to be recognized over a weighted average period of 4.374.39 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 PeriodThree-month Period
Reconciliation2022202120222021
Basic weighted average shares outstanding575,510,253 574,465,377 575,462,097 574,592,653 
Weighted shares assumed upon exercise of stock options1,998,786 2,289,356 1,940,124 2,359,005 
Diluted weighted average shares outstanding577,509,039 576,754,733 577,402,221 576,951,658 
 Nine-month Period Three-month Period
Reconciliation2017 2016 2017 2016
Basic weighted average shares outstanding288,451,470
 288,907,934
 287,456,943
 288,995,492
Weighted shares assumed upon exercise of stock options140,104
 227,908
 121,100
 154,114
Diluted weighted average shares outstanding288,591,574
 289,135,842
 287,578,043
 289,149,606
Nine-month Period Three-month Period Six-month PeriodThree-month Period
Summary of Anti-dilutive Options Excluded2017 2016 2017 2016Summary of Anti-dilutive Options Excluded2022202120222021
Options to purchase shares of common stock3,881,605
 3,061,217
 3,848,126
 3,335,439
Options to purchase shares of common stock1,350,936 688,058 1,354,464 696,951 
Weighted average exercise price of options$49.21
 50.17
 $49.18
 49.67
Weighted average exercise prices of optionsWeighted 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 ForeignSubsidiary

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.
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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)
September 30, 2017 and 2016
(Unaudited)

(4) Income Taxes
Fastenal filesWe file income tax returns in the United States federal jurisdiction, all states, and various local and foreign jurisdictions. With limited exceptions, weWe are no longer subject to income tax examinations by taxing authorities for taxable years before 20152018 in the case of United States federal and foreign examinations, and 2013with limited exceptions, before 2016 in the case of foreign, state, and local examinations.
As During the first six months of September 30, 2017 and 2016, liabilities recorded related to gross2022, there were no material changes in unrecognized tax benefits were $4.5 and $5.3, respectively. Included in these liabilities for gross unrecognized tax benefits is an immaterial amount for interest and penalties, both of which we classify as a component of income tax expense. We do not anticipate significant changes in total unrecognized tax benefits during the next twelve months.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 $78.7.$82.4. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote other thanremote.

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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 we have established an accrual for estimated losses, which is immaterial at Septemberotherwise noted)
June 30, 2017. To the extent our fleet contains vehicles we estimate will settle at a gain, such gains on these vehicles will be recognized when we sell the vehicle.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:
 September 30, 2017 December 31, 2016
Outstanding loans under unsecured revolving credit facility$300.0
 305.0
2.00% senior unsecured promissory note payable40.0
 40.0
2.45% senior unsecured promissory note payable35.0
 35.0
3.22% senior unsecured promissory note payable60.0
 —
Note payable under asset purchase agreement5.0
 10.0
Total debt440.0
 390.0
   Less: Current portion of debt(8.0) (10.5)
Long-term debt$432.0
 379.5
    
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation$36.3
 36.3
Average Interest Rate at June 30, 2022Debt Outstanding
Maturity
Date		June 30,
2022		December 31,
2021
Unsecured revolving credit facility2.74 %November 30, 2023$140.0 25.0 
Senior unsecured promissory notes payable, Series B2.45 %July 20, 202235.0 35.0 
Senior unsecured promissory notes payable, Series C3.22 %March 1, 202460.0 60.0 
Senior unsecured promissory notes payable, Series D2.66 %May 15, 202575.0 75.0 
Senior unsecured promissory notes payable, Series E2.72 %May 15, 202750.0 50.0 
Senior unsecured promissory notes payable, Series F1.69 %June 24, 202370.0 70.0 
Senior unsecured promissory notes payable, Series G2.13 %June 24, 202625.0 25.0 
Senior unsecured promissory notes payable, Series H2.50 %June 24, 203050.0 50.0 
Total505.0 390.0 
   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')(Credit Facility). The Credit Facility includes a committed letter of credit subfacility of $55.0. The commitments under the Credit Facility will expire (and anyAny borrowings outstanding under the Credit Facility will become due and payable) on March 10, 2020. In the next twelve months,for which we have the ability and intent to repay a portion ofpay using cash within the outstanding loans using cash; therefore, we havenext twelve months, will be classified this portion 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 the London Interbank Offered Rate ('LIBOR')LIBOR for interest periods of various lengths selected by us, plus 0.95%. Based on the interest periods we have chosen, our weighted per annum interest rate at September 30, 2017 was approximately 2.2%. 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.

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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)
September 30, 2017 and 2016
(Unaudited)

Senior Unsecured Promissory Notes Payable
On July 20, 2016 (the 'Effective Date'), we entered into aWe have issued senior unsecured promissory notes under our master note agreement (the 'MasterMaster Note Agreement') with certain institutional lenders, pursuant to which, during the period commencing on the Effective Date and ending three years thereafter, we may issue at our discretion in private placements, and the institutional lenders may purchase at their discretion, senior unsecured promissory notes of the Company (the 'Notes')Agreement) in the aggregate principal amount outstanding from timeof $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 timethat agreement are committed to purchase notes thereunder. There is no amortization of upthese notes prior to $200.0.their maturity date and interest is payable quarterly. The Notes will bearnotes currently issued under our Master Note Agreement, including the maturity date and fixed interest at either a fixed rate or a floating rate based on LIBOR for an interest periodper annum of one, three, or six months. The Notes will mature no later than 12 years after the dateeach series of issuance thereof,note, are contained in the case of fixed rate Notes, or 10 years after the date of issuance thereof, in the case of floating rate Notes. All of the Notes will be prepayable at our option in whole or in part.table above. The Master Note Agreement contains certain financial and other covenants. Wecovenants and we are currently in compliance with these covenants.
Three series of senior unsecured Notes are currently outstanding under the Master Note Agreement. The first series of Notes ('Series A'), was issued on the Effective Date, is in an aggregate principal amount of $40.0, is due and payable in full on July 20, 2021, and bears interest at a fixed rate of 2.00% per annum. The second series of Notes ('Series B'), was issued on the Effective Date, is in an aggregate principal amount of $35.0, is due and payable in full on July 20, 2022, and bears interest at a fixed rate of 2.45% per annum. The third series of Notes ('Series C'), was issued on March 1, 2017, is in an aggregate principal amount of $60.0, is due and payable in full on March 1, 2024, and bears interest at a fixed rate of 3.22% per annum. There is no amortization of these Notes prior to their maturity dates. Interest on the Notes is payable quarterly in arrears on January 20, April 20, July 20, and October 20 of each year. The carrying value of the Notes approximates fair value. The fair value was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as a Level 2 measurement under the fair value hierarchy.
Note Payable Under Asset Purchase Agreement
On December 7, 2015, we signed an agreement to purchase, effective January 2, 2017 ('Asset Purchase Effective Date'), certain assets related to the collection and management of certain portions of our business and financial data from Apex Industrial Technologies, LLC ('Apex'), a provider of automated point-of-use dispensing and supply chain technologies. The agreement includes a transition arrangement which requires us to assume responsibility for certain software that is licensed by Apex. The total consideration for the assets is $27.0, of which $12.0 was paid in cash in December 2015 in advance of the Asset Purchase Effective Date. The remaining $15.0 is payable in installments pursuant to an unsecured note. The first $5.0 installment was paid in December 2016, the second $5.0 installment was paid in June 2017, and the final installment of $5.0 will be paid in December 2017. The note bears interest at an annual rate of 0.56%. Interest on the unpaid principal balance of the note is due and payable on the last day of each calendar quarter.
(7) Legal Contingencies
The nature of our potential exposure to legal contingencies is described in our 20162021 annual report on Form 10-K in Note 910 of the Notes to Consolidated Financial Statements. As of SeptemberJune 30, 2017,2022, 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 approximately 2,400 company-owned branches.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 manufacturersmanufacturing (OEM), where our products are consumed in the final products of our customers, and maintenance,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 Growth through Customer Service®Where Industry Meets Innovation™.We are a customer and growth-centric organization focused on identifying 'drivers'unique technologies, capabilities, and supply chain solutions that will allowget us to get 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 we believe remains a fragmented industrial distribution market. Our growth drivers have evolved, and can be expected to continue to evolve, over time.
Executive Overview
Net sales increased $119.7,increased $270.8, or 11.8%18.0%, in the thirdsecond quarter of 20172022 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 thirdsecond quarter of 2016. Our gross profit2021, and as a percentage of net sales declined to 49.1%sales was unchanged at 46.5% in the thirdsecond quarter of 2022 from 46.5% in the second quarter of 2017 from 49.3%2021. Our operating income increased $65.6, or 20.7%, in the thirdsecond quarter of 2016. Our operating income2022 relative to the second quarter of 2021, and as a percentage of net sales improvedsales increased to 20.2%21.6% in the thirdthe second quarter of 20172022 from 20.0% 21.1% in the thirdsecond quarter of 2016.2021. Our net earnings during the thirdsecond quarter of 20172022 were $143.1, $287.1, an increase of 12.7% when compared19.8% compared to the thirdsecond quarter of 2016. 2021.Our diluted net earnings per share were $0.50 duringduring the thirdsecond quarter of 2017 compared to $0.44 2022, which increased from $0.42 during the thirdthe second quarter of 2016.2021.
We continue to focus on our growth drivers. During the third quarter of 2017, we signed 42 new national account contracts (defined as new customer accounts with a multi-site contract). Additionally, we signed 81 new Onsite customer locations (defined as dedicated sales and service provided from within, or in close proximity to, the customer's facility) and 4,771 new industrial vending machines in the third quarter of 2017.
The table below summarizes our branchtotal and OnsiteFTE (based on 40 hours per week) employee count andheadcount, our total employee count at the end of the periods presented, and changes in that count from the end of the prior periodsinvestments related to the end of the most recent period. The final three items below summarize our cumulative investments in branchin-market locations Onsite locations, and industrial vending machines.
     Change Since:   Change Since:
 Q3
2017		 Q4
2016		 Q4
2016		 Q3
2016		 Q3
2016
End of period total in-market units (1) employee count
13,298
 12,966
 2.6 % 13,097
 1.5 %
End of period total employee count20,242
 19,624
 3.1 % 19,864
 1.9 %
          
Number of public branch locations2,418
 2,503
 -3.4 % 2,545
 -5.0 %
Number of active Onsite locations555
 401
 38.4 % 376
 47.6 %
Number of in-market units (1)
2,973
 2,904
 2.4 % 2,921
 1.8 %
Industrial vending machines (installed device count) (2)
69,058
 62,822
 9.9 % 60,400
 14.3 %
Ratio of industrial vending machines to in-market units23:1
 22:1
   21:1
  
(1) 'In-market units' is defined(defined as the sum of the total number of public branch locations and the total number of active Onsite locations.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.
(2) In February 2016, we signed an agreement to lease a significant
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 headcount12,039 11,644 3.4 %11,337 6.2 %11,390 5.7 %
Total absolute employee headcount21,629 21,167 2.2 %20,507 5.5 %20,317 6.5 %
Total FTE employee headcount19,523 18,958 3.0 %18,370 6.3 %18,253 7.0 %
Number of branch locations1,737 1,760 -1.3 %1,793 -3.1 %1,921 -9.6 %
Number of active Onsite locations1,501 1,440 4.2 %1,416 6.0 %1,323 13.5 %
Number of in-market locations3,238 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 of industrial vending lockers to oneexcludes approximately 9,000 non-weighted devices that are part of our customers. These devices do not generate product revenue and are excluded from the counts noted above.locker lease program.

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During the last twelve months, we have increased our total FTE employee headcount by 201 people1,270. This reflects an increase in our in-market units and 378 people in total. Our totalnon-in-market selling FTE employee headcount includes 123 people related to our Mansco acquisition. The remaining increase is mostly a function of additions we have made927 to support customer growth in the fieldmarketplace 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 investments in our growth drivers.
We opened 5 branches and closed 36 branches in the third quarterongoing review of 2017. Additionally, two branches were converted from a public branch to a non-public location.underperforming locations. Our branch networkin-market network forms the foundation of our business strategy, and we will continue to open or close branches in 2017locations as is deemed necessary to sustain and improve our network, and support our growth drivers.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 SeptemberJune 30:
Nine-month Period Three-month PeriodThree-month Period
2017 2016 2017 2016 20222021
Net sales100.0 % 100.0 % 100.0 % 100.0 %Net sales100.0 %100.0 %
Gross profit49.4 % 49.5 % 49.1 % 49.3 %Gross profit46.5 %46.5 %
Operating and administrative expenses28.9 % 29.2 % 28.9 % 29.3 %Operating and administrative expenses25.0 %25.4 %
Gain on sale of property and equipment0.0 % 0.0 % 0.0 % 0.0 %
Operating income20.5 % 20.3 % 20.2 % 20.0 %Operating income21.6 %21.1 %
Net interest expense-0.2 % -0.2 % -0.2 % -0.2 %Net interest expense-0.2 %-0.2 %
Earnings before income taxes20.4 % 20.2 % 20.0 % 19.9 %Earnings before income taxes21.4 %20.9 %
       
Note – Amounts may not foot due to rounding difference.       Note – Amounts may not foot due to rounding difference.
Net Sales
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. 
The table below sets forth net sales and daily sales for the periods ended SeptemberJune 30, and changes in such sales from the prior period to the more recent period:
 Three-month Period
 20222021
Net sales$1,778.6 1,507.7 
Percentage change18.0 %-0.1 %
Business days64 64 
Daily sales$27.8 23.6 
Percentage change18.0 %-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.
 Nine-month Period Three-month Period
 2017 2016 2017 2016
Net sales3,302.0
 3,014.1
 1,132.8
 1,013.1
Percentage change9.6% 2.3 % 11.8% 1.8 %
Business days191
 192
 63
 64
Daily sales17.3
 15.7
 18.0
 15.8
Percentage change10.1% 1.8 % 13.6% 1.8 %
Impact of currency fluctuations0.0% -0.4 % 0.3% -0.1 %
Impact of acquisitions0.9% 0.7 % 1.3% 0.6 %
Net sales increased $270.8, or 18.0%, in the second quarter of 2022 when compared to the second quarter of 2021. The increasesnumber 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 periods noted above for 2017 and 2016, were driven primarily by higher unit sales. Price was not a material factorperiod. Foreign exchange negatively affected sales in the thirdsecond quarter and first nine months of 20172022 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 same periodssecond quarter of 2016. The higher unit sales resulted primarily2021. 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 two sources. The first is improvement in underlying market demand. We believe the improvement in general business activity is reflected in a number of metrics. For instance, the Purchasing Managers Index, published by the Institute for Supply Chain Management, averaged 57.0, 55.8, and 58.6carryover from actions taken in the first second,quarter of 2022, the timing of opportunities with national account contracts, and third quarterstactical, 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 2017, respectively, well above 49.8, 51.5, product
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and 51.2transportation cost inflation should the need arise in 2022. The impact of product pricing on net sales in the first, second and third quarters of 2016, respectively. Readings above 50 are indicative of growing demand, and we believe this is favorably influencing our unit sales. Sales of fasteners, our most cyclical product line, continued to grow in the third quarter of 2017. We also experienced growth in2021 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 to 64, 68, and 72 of our top 100 customers inincreased 21.2% over the first, second and third quarters of 2017, respectively. As recently as the fourth quarter of 2016, this count was 51. As business conditions strengthen, they tend to lift2021, and represented 34.6% of our net sales growth rates as well.
Thein the second source is success within our growth initiatives. We signed 15,089 industrial vending machines duringquarter of 2022; fasteners represented 33.6% of net sales in the first nine monthssecond quarter of 2017, an increase of 5.5%2021. Safety product daily sales increased 13.8% over the first nine months of 2016. We signed 4,771 industrial vending machines during the thirdsecond quarter of 2017, which was comparable to2021 and represented 20.3% of our net sales in the thirdsecond quarter of 2016. Though the current period did not exhibit unit growth, the mix2022; safety products represented 21.0% of machines improved with increasesnet sales in the signings of larger volume machines, such as the FAST5000, and declines in lower volume lockers. Further, sales through our vending machines continued to grow at or near a double-digit pace during each of the first three quarters of 2017. We signed 213 new Onsite locations during the first nine months of 2017 and

had 555 active sites on September 30, 2017, an increase of 47.6% over September 30, 2016. We signed 81 new Onsite locations during the thirdsecond quarter of 2017, an increase of 97.6%2021. Other products daily sales increased 17.0% over the thirdsecond quarter of 2016. 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 signed 136 newreport 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 contractscustomers increased 22.9% in the first nine months of 2017; 42 of these were signed in the thirdsecond quarter of 2017. Daily sales from2022 over the second quarter of 2021. Most of our national account customers grew 13.2%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 nine monthsquarter of 2017 over2021, we began disclosing certain statistics around our FMI offering. The first statistic is a weighted FMI® measure which combines the first nine monthssignings and installations of 2016,FASTBin and grew 17.3%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
20222021Change
Weighted FASTBin/FASTVend signings (MEUs)5,490 5,843 -6.0 %
Signings per day86 91 
Weighted FASTBin/FASTVend installations (MEUs; end of period)96,872 87,567 10.6 %
FASTStock sales$207.3 140.5 47.6 %
% of sales11.5 %9.2 %
FASTBin/FASTVend sales$433.3 327.7 32.2 %
% of sales24.1 %21.5 %
FMI sales$640.6 468.2 36.8 %
FMI daily sales$10.0 7.3 36.8 %
% of sales35.6 %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 2017 over the third2021, we updated our process to reflect sales before rebates (sales) to ensure consistency across our FMI and Digital Footprint reporting. The second quarter of 2016.2021 percent of sales figures above and our digital footprint below, may differ slightly from thosedisclosed 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 our fastener product linefasteners, safety supplies, and from ourall other product lines was as follows for the periods ended SeptemberJune 30:
Three-month Period
Nine-month Period Three-month Period 20222021
2017 2016 2017 2016
Fastener product line35.8% 36.9% 35.6% 36.1%
FastenersFasteners34.6 %33.6 %
Safety suppliesSafety supplies20.3 %21.0 %
Other product lines64.2% 63.1% 64.4% 63.9%Other product lines45.1 %45.4 %
100.0% 100.0% 100.0% 100.0%100.0 %100.0 %
Gross Profit
Our gross profit,profit, as a percentage of net sales, was 49.4%unchanged at 46.5% in the first nine monthssecond quarter of 2017 and 49.5%2022 from 46.5% in the first nine monthssecond quarter of 2016.2021. 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 for the first nine months of 2017 benefited from accelerating revenue growth rates, progress in our supply chain initiatives, as well as increased discipline in purchasing throughout the organization. This was offset by a roughly 30 basis point drag owing to two elements of mix. The first was a change in product and customer mix. Fasteners, which is currently our largest single product line at approximately 35.8% of sales, is our highest gross profit product line due to the high transaction cost surrounding the sourcing and supply of the product for customers. Any reduction in the mixsecond quarter of our sales attributable2022.
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Operating and Administrative Expenses
Our operating and administrative expenses, as a percentage of net sales, fell to fasteners, and particularly maintenance fasteners, may negatively impact gross profit. Larger customers (for which National Accounts are a good proxy), whose more focused buying patterns allow us to offer them better pricing, also influence gross profit. Branches typically achieve higher average net sales disproportionately by growth25.0% in the non-fastener product lines and with large customers, causing gross profit margin to decline as average net sales grow. From the first nine monthssecond quarter of 2016 to the first nine months of 2017, our daily sales of fastener products grew 6.9% (of which 2.5 percentage points were attributable to Mansco) while our daily sales of non-fastener products grew 12.1%. The relatively slower growth that we experienced2022 from 25.4% in the first nine months of 2017 in our fastener product line combined with relatively faster growth in sales to our largest customers partially offset the gross profit improvement we otherwise experienced in the period. The second element of mix was driven by the acquisition of Mansco. Mansco products carry a lower gross profit product mix than the Company.
In the third quarter of 2017, our gross profit,2021. A decline, as a percentage of net sales, declined to 49.1% from 49.3% in the third quarter of 2016. Our gross profit over the periodoccupancy-related and employee-related expenses was adversely affectedonly partly offset by roughly 30 to 40 basis points as a result of the same two elements of mix that affected the first nine months of 2017. We also believe the gross profit percentage was reduced by 10 to 20 basis points in the period from hurricanes that affected our Caribbean, Southeastern United States, and Gulf regions, the disruptions from which reduced net sales and gross profit dollars and resulted in an increase, in sales of lower margin products. As with the first nine months of 2017, these factors were offset by accelerating revenue growth rates and progress in supply chain initiatives. During the third quarter of 2017, our daily sales of fastener products grew 12.1% (of which 3.8 percentage points were attributable to Mansco) and daily sales of non-fastener products grew 14.6% when compared to the third quarter of 2016.
Operating and Administrative Expenses
Our operating and administrative expenses (including a gain on the sale of property and equipment), as a percentage of net sales, improved to 28.9 % in the first nine months of 2017 from 29.2% in the first nine months of 2016. The primary contributor to this improvement was relatively modest growth in occupancy-related expenses. Though our employee-related expenses grew more quickly than our occupancy expenses, they also contributed to our leverage through the first nine months of 2017.
Ourother operating and administrative expenses (including a gain on the sale of property and equipment), as aexpenses.
The percentage of net sales, improved to 28.9%change in the third quarter of 2017 from 29.3% in the third quarter of 2016. The primary contributors to this improvement were relatively lower growth inemployee-related, occupancy-related, and selling transportation expenses. This was partially offset by sharper growth in employee-related expenses. The leverage achieved over ourall other operating and administrative expenses was diminished by one less selling day in the third quarter of 2017 versus the third quarter of 2016.

The growth in employee-related, occupancy-related, and selling transportation expenses (the three largest components of our 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 ExpensesNine-month Period Three-month Period
 2017 2017
Employee-related expenses65% to 70%8.4% 12.3%
Occupancy-related expenses15% to 20%2.0% 1.5%
Selling transportation expenses5%8.4% 2.7%
Approximate Percentage of Total Operating and Administrative ExpensesThree-month Period
2022
Employee-related expenses70% to 75%16.8 %
Occupancy-related expenses15% to 20%1.4 %
All other operating and administrative expenses10% 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. Our employee-related
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 nine-monthgrowth 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 related to: (1) higher bonuses and commissions due to growth in net sales and net earnings, as well as regulatory driven incremental compensation, (2) increased health care costs, (3) an increase in our profit sharing contribution, (4) an increase in stock option expense, (5) an increase in full-time equivalent ('FTE') headcount related to efforts to support growth in our business, and (6) the inclusionpartly of Mansco personnel. The increase in the third quarter of 2017, when compared to the third quarter of 2016, was drivenfset by items 1, 2, 5, and 6 noted above for the nine-month period.lower healthcare expenses reflecting reduced COVID-related costs.
The table below summarizes our FTE headcount at the end of the periods presented and changes in such headcount fromthe percentage change compared to the end of the prior periods to the endperiods:
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 selling2,299 2,197 4.6 %2,021 13.8 %
Selling subtotal14,338 13,841 3.6 %13,411 6.9 %
Distribution/Transportation2,872 2,856 0.6 %2,691 6.7 %
Manufacturing672 656 2.4 %618 8.7 %
Organizational support personnel (1)
1,641 1,605 2.2 %1,533 7.0 %
Non-selling subtotal5,185 5,117 1.3 %4,842 7.1 %
Total19,523 18,958 3.0 %18,253 7.0 %
(1) Organizational support personnel consists of: (1) Sales & Growth Driver Support personnel (35%-40% of the most recent period:
     Change Since:   Change Since:
 Q3 Q4 Q4 Q3 Q3
 2017 2016 2016 2016 2016
Branch and Onsite based FTE headcount11,480
 10,797
 6.3% 11,175
 2.7%
Total selling (includes branch and Onsite)13,118
 12,325
 6.4% 12,725
 3.1%
Distribution2,502
 2,330
 7.4% 2,449
 2.2%
Manufacturing604
 571
 5.8% 573
 5.4%
Administrative1,105
 1,039
 6.4% 1,064
 3.9%
Total17,329
 16,265
 6.5% 16,811
 3.1%
category), which includes sourcing, purchasing, supply chain, product development, etc.; (2) Information Technology personnel (30%-35% of category); and (3) Administrative Support personnel (25%-30% of category), which includes human resources, Fastenal School of Business, accounting and finance, senior management, etc.
Occupancy-related expenses include: (1) building rent and depreciation, (2) building utility costs, (3) equipment related to our branches and distribution locations, and (4) industrial vending equipment (we consider the vending equipment, excluding leased locker equipment, to be a logical extension of our branch operationin-market operations and classify the depreciation and repair costs as occupancy expense)expenses). The slight increase in
In the second quarter of 2022, our occupancy-related expenses for the first nine months of 2017, when compared to the first nine months of 2016, was mainly driven by an increase in costs related to industrial vending equipment and an increase in automation equipment at our distribution centers. The slight increase in the third quarter of 2017, when compared to the third quarter of 2016, was driven by the same factors as the nine-month period and was only partly offset by a decrease in expenses related to a reduction in our public branch counts.
Our selling transportation expenses consist primarily of our branch fleet as most of the distribution fleet costs are included in cost of sales. These costs include: (1) expenses for our fleet of vehicles, and (2) fuel expense. Selling transportation expenses for the first nine months of 2017 increased when compared to the first nine monthssecond quarter of 2016. We2021. Building expense declined, reflecting lower branch-related expenses. Costs related to investment in hardware and equipment, including FMI and maintenance of hub and branch equipment, increased to support growth, albeit at a rate below our sales growth.
All other operating and administrative expenses include: (1) selling-related transportation, (2) information technology (IT) expenses, (3) general corporate expenses, which consists of legal expenses, general insurance expenses, travel and marketing expenses, etc., and (4) the size of our field-based vehicle fleet which resulted in higher expenses. However, the larger impact was a 15.3% increase in fuel expense due to higher fuel prices and consumption during the period. This was partially offset by improvements in gainsloss (gain) on sales of leased vehicles. The increaseproperty and equipment.
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Combined, all other operating and administrative expenses increased in the thirdsecond quarter of 2017,2022 when compared to the thirdsecond quarter of 2016, was mainly driven by the2021. The increase in the size of our field-based vehicle fleet.
Aside from these larger impacts, ourin other operating and administrative expenses were also affected by increases inrelates primarily to higher product movement and fuel costs for our local truck fleet, expenses from our customer show, and increased spending on information technology, as well as the absence of supplier marketing incentives that existed in the first nine months of 2016 as part of our CSP 16 initiative.for travel and supplies.
Net Interest Expense
Our net interest expense was $6.2$2.7 in the first nine monthssecond quarter of 2017 and $2.52022, compared to $2.6 in the thirdsecond quarter of 2017, compared to $4.4 in the first nine months of 2016 and $1.7 in the third quarter of 2016. These increases were mainly caused by higher average interest rates over both periods.

2021.
Income Taxes
IncomeWe recorded income tax expense as a percentageof $93.6 in the second quarter of 2022, or 24.6% of earnings before income taxes,taxes. Income tax expense was approximately 36.6%$75.5 in the first nine months of 2017 and 36.7% in the thirdsecond quarter of 2017, versus 36.8% for the first nine months2021, or 24.0% of 2016 and 36.9% in the third quarter of 2016. The decline in the nine-month period resulted primarily fromearnings before income taxes. We believe our ongoing tax rate, absent any discrete tax items or broader changes in our reserve for uncertainto tax positions and the adoption of a new accounting standard (ASU 2016-09) in the first quarter of 2017. This standard addresses the accounting for excess tax benefits for share-based payments that were previously recorded in additional paid-in capital on the balance sheet and are now recognized in income tax expense on the income statement. Additional reductions arose from changes in our reserve for uncertain tax positions. A more detailed description of the impact of the adoption of ASU 2016-09 is included in Note 1 of the Notes to Condensed Consolidated Financial Statements.law, will be approximately 24.5%.
Net Earnings
Our net earnings during the first nine monthssecond quarter of 20172022 were $426.2,$287.1, an increase of 10.8% when19.8% compared to the first nine months of 2016. Our net earnings during the thirdsecond quarter of 2017 were $143.1, an increase of 12.7% compared to the third quarter of 2016.2021. Our diluted net earnings per share were $1.48 during the first nine months of 2017 compared to $1.33 during the first nine months of 2016, and $0.50 during the thirdsecond quarter of 2017 compared to $0.442022, which increased from $0.42 during the thirdthe second quarter of 2016.2021.
Liquidity and Capital Resources
Cash flow activity was as follows for the periods ended SeptemberJune 30:
Nine-month Period Three-month Period
2017 2016 20222021
Net cash provided by operating activities$455.9
 386.9
Net cash provided by operating activities151.2 171.5 
Percentage of net earnings107.0% 100.6%Percentage of net earnings52.7 %71.6 %
Net cash used in investing activities$138.2
 157.6
Net cash used in investing activities43.9 31.5 
Percentage of net earningsPercentage of net earnings15.3 %13.1 %
Net cash used in financing activities$301.2
 214.4
Net cash used in financing activities85.9 153.8 
Percentage of net earningsPercentage of net earnings29.9 %64.2 %
Net Cash Provided by Operating Activities
NetWe produced operating cash provided by operating activities increasedflow of $151.2 in the first nine monthssecond quarter of 2017 relative2022, a decrease of 11.8% from the second quarter of 2021, representing 52.7% of the period's net earnings versus 71.6% in the second quarter of 2021. Second quarters traditionally have lower conversion rates due to the first nine monthstiming of 2016, primarily duetax payments. However, in the second quarter of 2022, cash flow was also affected by higher working capital assets, which reflected significant product cost inflation and efforts to our net earningssupport customer growth.

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The dollar and percentage change in accounts receivable, net, inventories, and inventories from Septemberaccounts payable as of June 30, 20162022 when compared to SeptemberJune 30, 20172021 were as follows:
 September 30:Twelve-month Dollar ChangeTwelve-month Percentage Change June 30Twelve-month Dollar ChangeTwelve-month Percentage Change
 2017 2016 2017 2017 2022202120222022
Accounts receivable, net $632.1
 543.7
 $88.3
 16.2%Accounts receivable, net$1,103.9 908.9 $195.0 21.5 %
Inventories 1,047.0
 966.9
 80.1
 8.3%Inventories1,665.2 1,327.9 337.3 25.4 %
Total $1,679.1
 1,510.7
 $168.4
 11.1%
Trade working capitalTrade working capital$2,769.1 2,236.8 $532.3 23.8 %
Accounts payableAccounts payable$291.8 236.1 $55.8 23.6 %
Trade working capital, netTrade working capital, net$2,477.3 2,000.7 $476.6 23.8 %
        
Net sales in last two months $782.8
 703.2
 $79.6
 11.3%Net sales in last two months$1,207.8 1,010.6 $197.2 19.5 %
Note - Amounts may not foot due to rounding difference.
TheOur accounts receivable balance increased due to several factors. First, our receivables increased as a result of improved business activity and resulting growth in our net accounts receivablecustomers' sales. Second, we continue to experience a shift in our mix due to relatively stronger growth from September 30, 2016national account customers, which tend to September 30, 2017 wasbe larger and carry longer payment terms than our non-national account customers.
The increase in our inventory balance is primarily attributable in part to the Mansco acquisition. Absent that, receivables growth was broadly consistent with our net sales growth and was attributable primarily totwo items. First, we experienced an increase in general business activity. In any given periodthe physical quantity of stocked product as we support our customers growth and supply chain needs. Second, we experienced significant inflation that increased the cost of our inventory. These two factors each accounted for roughly half of the increase in our total inventory balance. The proportion of our inventory gain accountable to inflation has moderated over time, the stronglast few quarters reflecting stability of product costs at elevated levels and rising availability in our hubs. The latter represents our commitment to providing a resilient and robust supply chain as our customers expand production, as well as deeper inventory stocking due to disruptions in supply chains.
Our accounts payable balance increased due to higher product purchases to support the growth of our international business and of our large customer accounts can result in faster growth in receivables relative to net sales growth.customers.
The most significant contributors to the increase in inventory from September 30, 2016 to September 30, 2017 were the completion of the CSP 16 rollout in 2016, increased demand, and the Mansco acquisition in 2017.
Net Cash Used in Investing Activities
Net cash used in investing activities decreased fromactivities increased by $12.4 in the first nine months of 2016second quarter of 2022 when compared to the first nine monthssecond quarter of 20172021. This was primarily due to decreasesan increase in net capital expenditures, which was partially offset by the cash paid for the Mansco acquisition.

During the first nine months of 2017, our net capital expenditures were $76.5 (or 17.9%(purchases of property and equipment net earnings), which is a decrease of 51.4%proceeds from sales of property and equipment) in the first nine monthssecond quarter of 2016. This reduction resulted from lower spending in 2017 to date related to: (1) vending equipment due2022 compared to the 2016 leased locker rollout,second quarter of 2021.
Our capital spending will typically fall into six categories: (1) purchases related to industrial vending, (2) shelvingpurchases of property and signage for the CSP 16 initiative in 2016, (3) theequipment related to expansion of ourand enhancements to distribution fleet, and (4) timing associated with the addition of pickup trucks.
Capital expenditures in the first nine months of 2017 and 2016 consisted of: (1) the purchase ofcenters, (3) spending on software and hardware for our information processing systems, (2)(4) the addition of fleet vehicles, (3) the purchase of signage, shelving, and other fixed assets related to branch openings and(5) expansion, improvement or investment in 2016, our CSP 16 initiative, (4) the addition of manufacturing and warehouse equipment, including automation systems equipment, (5) the expansion or improvement of certain owned or leased branch properties, and (6) purchases related to industrial vending. Of these factors, items (1), (2), (4),the addition of manufacturing and (6) hadwarehouse equipment. Proceeds from the greatest impact to our capital expenditures in the first nine months of 2017. Disposalssales of property and equipment, consisted oftypically for the planned disposition of certain pick-up trucks as well as distribution vehicles and trailers in the normal course of business.business, are netted against these purchases and additions. During the second quarter of 2022, our net capital expenditures were $43.4, which is an increase of 37.8% from the second quarter of 2021. The most significant areas driving this increase are higher spending on hub safety and automation upgrades and on FMI equipment, only partly offset by lower spending on a new building in downtown Winona, which was completed in 2021.
Cash requirements for capital expenditures were satisfied from cash generated from operations, available cash and cash equivalents, our borrowing capacity, and the proceeds of disposals. Our 2017In 2022, we continue to expect our investment in property and equipment, net of proceeds of sales, to be within a range of $180.0 to $200.0, an increase from $148.2 in 2021. This reflects an increase in spending on FMI equipment in anticipation of higher signings, an increase in spending on hub properties to reflect upgrades to and investments in automation, as well as facilities upgrades, and an increase in manufacturing capacity to support demand and expand capabilities. In addition to capital expenditures, spend expectation remains at approximately $127.0.material cash requirements for known contractual obligations include debt and lease obligations which are discussed in more detail earlier in this report in the Notes to Condensed Consolidated Financial Statements and in our 2021 annual report on Form 10-K.
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Net Cash Used in Financing Activities
Net cash used in financing activities decreased $67.9 in the first nine monthssecond quarter of 2017 consisted2022 when compared to the second quarter of 2021. This is primarily due to an increase in debt obligations, which exceeded the increase in the capital used for the payment of dividends purchasesand the purchase of our common stock and payments against debt obligations, which were partially offset by proceeds from the exercise of stock options and proceeds from debt obligations, including the issuance of a new series of senior unsecured promissory notes under our master note agreement in the aggregate principal amountsecond quarter of $60.0. The notes bear interest at a fixed rate of 3.22% per annum and are due and payable in full on March 1, 2024, and were issued2022 compared to fund the purchase price of the Mansco acquisition. Net cash used in financing activities in the first nine monthssecond quarter of 2016 consisted2021.
During the second quarter of payments2022, we returned $227.8 to our shareholders in the form of dividends ($178.5) and purchases of our common stock which were partially offset by proceeds from($49.3), compared to $160.8 in the exercisesecond quarter of stock options and borrowings.2021, all in the form of dividends. During the first nine monthssecond quarter of 2017,2022, we purchased 1,900,0001,000,000 shares of our common stock at an average price of approximately $43.43$49.29 per share. During the first nine months of 2016, we purchased 1,600,000We did not purchase any shares of our common stock at an average pricein the second quarter of approximately $37.15 per share. On July 11, 2017, our board of directors authorized purchases by us of 5,000,000 shares of our common stock. 2021.
We currently have authority to purchase up to 4,400,0002,200,000 additional shares of our common stock under thisthe July 11, 2017 authorization. On July 12, 2022, the board of directors of the company authorized repurchases by the company of up to an additional 8,000,000 shares of its common stock. These authorizations do not have an expiration date.
An overview of our cash dividends paid or declared in 20172022 and 20162021 is contained in Note 3 of the Notes to Condensed Consolidated Financial Statements.
SIX MONTHS ENDED JUNE 30, 2022 VERSUS SIX MONTHS ENDED JUNE 30, 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:
Six-month Period
 20222021
Net sales100.0 %100.0 %
Gross profit46.5 %46.0 %
Operating and administrative expenses25.3 %25.5 %
Operating income21.3 %20.5 %
Net interest expense-0.1 %-0.2 %
Earnings before income taxes21.2 %20.3 %
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:
 Six-month Period
 20222021
Net sales$3,482.6 2,924.7 
Percentage change19.1 %1.7 %
Business days128 127 
Daily sales$27.2 23.0 
Percentage change18.1 %2.5 %
Daily sales impact of currency fluctuations-0.3 %0.9 %
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 $557.8, or 19.1%, in the first six months of 2022 when compared to the first six months of 2021. Adjusted for one more selling day in the first six months of 2022, our net daily sales increased 18.1%. This increase is due to improved unit sales across most products, resulting from continued strength in business activity. Foreign exchange negatively affected sales in the first six months of 2022 by approximately 30 basis points.
The overall impact of product pricing on net sales was 620 to 650 basis points during the first six months of 2022. This increase reflects actions taken as part of our strategy to mitigate the impact of marketplace inflation for our products and services, particularly fasteners, and transportation services. During the first six months of 2022, costs for fuel and transportation services accelerated in their inflationary impact. We will continue to take actions aimed at mitigating the impact of product and
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transportation cost inflation as the need arises in 2022. The impact of product pricing on net sales was 70 to 100 basis points during the first six months of 2021.
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 22.8% over the first six months of 2021, and represented 34.4% of our net sales in the first six months of 2022; fasteners represented 33.1% of net sales in the first six months of 2021. Safety product daily sales increased 14.5% over the first six months of 2021 and represented 20.7% of our net sales in the first six months of 2022; safety products represented 21.3% of net sales in the first six months of 2021. Other products daily sales increased 15.9% over the first six months of 2021 and represented 44.9% of our net sales in the first six months of 2022; other products represented 45.6% of net sales in the first six months of 2021.
From an end market standpoint, daily sales to our manufacturing customers increased 23.5% in the first six months of 2022 from the first six months of 2021. Daily sales to our non-residential construction customers increased 12.3% in the first six months of 2022 from the first six months 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 4.2% and was 4.1% of sales in the first six months of 2022, down from 5.0% in the first six months 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 22.8% in the first six months of 2022 over the the first six months of 2021. Most of our national account customers grew in the first six months of 2022 over the year earlier period, as our sales grew at 92 of our Top 100 national account customers. Revenues attributable to national account customers represented 57.2% of our total revenues in the first six months of 2022. Daily sales to our non-national account customers, which includes government customers, increased 12.6% in the first six months of 2022 from the first six months of 2021. Revenues attributable to non-national account customers represented 42.8% of our total revenues in the the first six months of 2022.
The table below summarizes the signings and installations of, and sales through, our FMI devices.
Six-month Period
20222021Change
Weighted FASTBin/FASTVend signings (MEUs)10,818 10,526 2.8 %
Signings per day85 83 
Weighted FASTBin/FASTVend installations (MEUs; end of period)96,872 87,567 10.6 %
FASTStock sales$405.8 251.0 61.7 %
% of sales11.5 %8.5 %
FASTBin/FASTVend sales$845.3 628.7 34.5 %
% of sales24.0 %21.3 %
FMI sales$1,251.1 879.7 42.2 %
FMI daily sales$9.8 6.9 41.1 %
% of sales35.5 %29.8 %
All metrics provided above exclude approximately 9,000 non-weighted vending devices that are part of a leased locker program.
Daily sales through eCommerce grew 54.0% in the first six months of 2022 and represented 16.6% of our total revenues in the period.
Our Digital Footprint in the first six months of 2022 represented 47.5% of our sales, an increase from 40.3% of sales in the first six months of 2021.
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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:
 Six-month Period
 20222021
Fasteners34.4 %33.1 %
Safety supplies20.7 %21.3 %
Other product lines44.9 %45.6 %
100.0 %100.0 %
Gross Profit
In the first six months of 2022, our gross profit, as a percentage of net sales, improved to 46.5%, or 50 basis points from 46.0% in the first six months of 2021. This was driven by a number of factors. First, approximately half of the increase in gross profit percentage during this period is due to the absence in the first quarter of 2022 of a $7.8 write-down of mask inventories that we incurred in the first quarter of 2021. Second, product margins improved slightly, primarily due to a higher gross profit percentage realized in our safety products. This was a result of the margin of COVID-related products returning to pre-pandemic levels. The period did not have the large, multi-quarter commitments to supply COVID supplies, generally at a lower margin, that existed in the preceding period. This was more than offset by slightly lower fastener product margins. The impact of price/cost was largely neutral to our gross profit percentage in the first half of 2022.
Operating and Administrative Expenses
Our operating and administrative expenses, as a percentage of net sales, fell to 25.3% compared to 25.5% in the first six months of 2021. A decline, as a percentage of net sales, in occupancy-related expenses more than offset slight increases, as a percentage of net sales, in employee-related and 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 ExpensesSix-month Period
2022
Employee-related expenses70% to 75%19.8 %
Occupancy-related expenses15% to 20%3.3 %
All other operating and administrative expenses10% to 15%30.0 %
In the first six months of 2022, our employee-related expenses increased when compared to the first six months of 2021. We experienced a significant increase in bonus and commission payments, including as a percentage of net sales, based on our improved operating and financial performance over the period. We also experienced an increase in base pay, although at a rate below our growth in net sales, related to higher average FTE over the period, a shift in mix toward full-time labor, and higher wages.

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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:
Q2
2022		Q4
2021		Q4
2021
In-market locations (branches & Onsites)12,039 11,337 6.2 %
Non-in-market selling2,299 2,076 10.7 %
Selling subtotal14,338 13,413 6.9 %
Distribution/Transportation2,872 2,740 4.8 %
Manufacturing672 619 8.6 %
Organizational support personnel (1)
1,641 1,598 2.7 %
Non-selling subtotal5,185 4,957 4.6 %
Total19,523 18,370 6.3 %
(1) Organizational support personnel consists of: (1) Sales & Growth Driver Support personnel (35%-40% of category), which includes sourcing, purchasing, supply chain, product development, etc.; (2) Information Technology personnel (30%-35% of category); and (3) Administrative Support personnel (25%-30% of category), which includes human resources, Fastenal School of Business, accounting and finance, senior management, etc.
In the first six months of 2022, our occupancy-related expenses increased when compared to the first six months of 2021. This was primarily related to an increase in expenses for FMI technology to support growth in our business as well as higher costs to maintain and upgrade facility equipment. Total facility costs were flat, with lower combined branch and non-branch costs due to branch rationalizations, which were offset by higher utility expenses.
Combined, all other operating and administrative expenses increased in the first six months of 2022 when compared to the first six months of 2021. The most significant contributors to this increase were higher selling-related transportation expenses to support growth and as a result of higher fuel costs, higher costs related to travel and supplies, and higher general insurance costs.
Net Interest Expense
Our net interest expense was $4.9 in the first six months of 2022, compared to $5.0 in the first six months of 2021.
Income Taxes
We recorded income tax expense of $179.8 in the first six months of 2022, or 24.4% of earnings before income taxes. Income tax expense was $142.8 in the first half of 2021, or 24.1% of earnings before income taxes.
Net Earnings
Our net earnings during the first six months of 2022 were $556.7, an increase of 23.6% when compared to the first six months of 2021. Our diluted net earnings per share where $0.96 during the first six months of 2022, which increased from $0.78 during the first six months of 2021.
Liquidity and Capital Resources
Cash flow activity was as follows for the periods ended June 30:
 Six-month Period
 20222021
Net cash provided by operating activities$381.2 446.3 
Percentage of net earnings68.5 %99.1 %
Net cash used in investing activities$77.1 61.4 
Percentage of net earnings13.8 %13.6 %
Net cash used in financing activities$285.4 308.0 
Percentage of net earnings51.3 %68.4 %
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Net Cash Provided by Operating Activities
We produced operating cash flow of $381.2 in the first six months of 2022, a decrease of 14.6% from the first six months of 2021, representing 68.5% of the period's net earnings versus 99.1% in the first six months of 2021. The decline in our operating cash flow and conversion rate is primarily due to an increased need for working capital to support our customers growth as business activity improves, as well as from inflation in inventory. Customer mix, while not as significant a contributor in the period as customer growth and inflation, also contributed. National accounts continue to grow in our sales mix, and these customers tend to be larger and have longer payment terms. These impacts were only partly offset by growth in profits.
Net Cash Used in Investing Activities
Net cash used in investing activities increased by $15.7 in the first six months of 2022 when compared to the first six months 2021. This was primarily due to an increase in our net capital expenditures (purchases of property and equipment net of proceeds from sales of property and equipment) in the first six months of 2022 compared to in the first six months of 2021.
During the first six months of 2022, our net capital expenditures were $76.5, which is an increase of 24.4% from the first six months of 2021. The most significant areas driving this increase are higher spending on hub safety and automation upgrades, FMI equipment, and information technology, only partly offset by lower spending on a new building in downtown Winona, which was completed in 2021.
Net Cash Used in Financing Activities
Net cash used in financing activities decreased by $22.6 in the first six months of 2022 when compared to the first six months of 2021. This is primarily due to an increase in debt obligations, which more than offset our increased use of capital for the payment of dividends and purchases of our common stock in the first six months of 2022 compared to the first six months of 2021.
During the first six months of 2022, we returned $406.2 to our shareholders in the form of dividends ($356.9) and purchases of our common stock ($49.3), compared to $321.6 in the first six months of 2021, all in the form of dividends. During the first six months of 2022, we purchased 1,000,000 shares of our common stock at an average price of approximately $49.29 per share. We did not purchase any shares of our common stock in the first six months of 2021.
Critical Accounting Policies and Estimates – A discussion of our critical accounting policies and estimates is contained in our 20162021 annual report on Form 10-K.
Recently Issued and Adopted Accounting Pronouncements – A description of recently issued and adopted accounting pronouncements, if any, is contained in Note 1 of the Notes to Condensed Consolidated Financial Statements.
Certain Contractual Obligations – A discussion
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Table of the nature and amount of certain of our contractual obligations is contained in our 2016 annual report on Form 10-K. That portion of total debt outstanding under our Credit Facility and notes payable classified as long-term, and the maturity of that debt, is described earlier in Note 6 of the Notes to Condensed Consolidated Financial Statements.Contents
Certain Risks and Uncertainties – Certain statements contained in this document do not relate strictly to historical or current facts. As such, they are considered 'forward-looking statements' that provide current expectations or forecasts of future events. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of terminology such as anticipate, believe, should, estimate, expect, intend, may, will, plan, goal, project, hope, trend, target, opportunity, and similar words or expressions, or by references to typical outcomes. Any statement that is not a purely historical fact, including estimates, projections, future trends, and the outcome of events that have not yet occurred, is a forward-looking statement. Our forward-looking statements generally relate to our expectations and beliefs regarding the business environment in which we operate, our projections of future performance, our perceived marketplace opportunities, and our strategies, goals, mission and vision.vision, and our expectations related to future capital expenditures, future tax rates, future inventory levels, pricing, Onsite and weighted FMI device signings, and the impact of price increases and surge sales on overall sales growth or margin performance. You should understand that forward-looking statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. Factors that could cause our actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the impact of the COVID-19 pandemic, economic downturns, weakness in the manufacturing or commercial construction industries, competitive pressure on selling prices, changes in our current mix of products, customers, or geographic locations, changes in our average branch size, changes in our purchasing patterns, changes in customer needs, changes in fuel or commodity prices, inclement weather, changes in foreign currency exchange rates, difficulty in adapting our business model to different foreign business environments, failure to accurately predict the market potential of our business strategies, the introduction or expansion of new business strategies,

weak acceptance or adoption of our vendingFMI offering or Onsite business models, increased competition in industrial vendingFMI or Onsite, distribution, difficulty in maintaining installation quality as our industrial vendingFMI business expands, the leasing to customers of a significant number of additional industrial vending machines,FMI devices, the failure to meet our goals and expectations regarding branch openings, branch closings, or expansion of our industrial vendingFMI offering or Onsite operations, changes in the implementation objectives of our business strategies, our ability to retain certain government and other types of customers that bought product from us for the first time during the pandemic, difficulty in hiring, relocating, training, or retaining qualified personnel, difficulty in controlling operating expenses, difficulty in collecting receivables or accurately predicting future inventory needs, dramatic changes in sales trends, changes in supplier production lead times, changes in our cash position or our need to make capital expenditures, credit market volatility, changes in tax law or the impact of any such changes on future tax rates, changes in tariffs or the impact of any such changes on our financial results, changes in the availability or price of commercial real estate, changes in the nature, price, or availability of distribution, supply chain, or other technology (including software licensed from third parties) and services related to that technology, cyber-security incidents, potential liability and reputational damage that can arise if our products are defective, difficulties measuring the contribution of price increases on sales growth, acts of war, and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission, including our most recent annual and quarterly reports. Each forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any such statement to reflect events or circumstances arising after such date.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSRISK
We are exposed to certain market risks from changes in foreign currency exchange rates, commodity steel pricing, commodity energy prices, and interest rates. Changes in these factors cause fluctuations in our earnings and cash flows. We evaluate and manage exposure to these market risks as follows:
Foreign currency exchange rates – Foreign currency fluctuations can affect our net investments, our operations in countries other than the U.S., and earnings denominated in foreign currencies. Historically, our primary exchange rate exposure ishas been with the Canadian dollar against the United States dollar. Our estimated net earningsWe have not historically hedged our foreign currency risk given that exposure forto date has not been material. In the first six months of 2022, changes in foreign currency exchange rates was not material atdecreased our reported net sales by $11.4 with the end of the period.estimated effect on our net earnings being immaterial.
Commodity steel pricing – We buy and sell various types of steel products; these products consist primarily of different types of threaded fasteners. In the first nine months of 2017, we have seen some inflation in overall steel pricing.fasteners and related hardware. We are exposed to the impacts of commodity steel pricing and our related ability to pass through the impacts to our end customers. The price level of steel varies depending on geography, with prices higher in Taiwan and the EU and flat to slightly down in the U.S. and China. In all regions, however, steel prices remain elevated which has contributed to cost inflation in our steel-based products. Based on our ability to pass higher input costs on, the estimated effect on our net earnings in the first six months of 2022 was immaterial.
An exception to the stability we are seeing in the broader steel market is stainless steel, a key input for which is nickel. Due to concerns for disruption in production as a result of the Ukrainian conflict, nickel prices are substantially above year ago levels, which has pushed the cost of stainless steel, and stainless steel fasteners, higher. Given the volatility of the situation, the fact that stainless steel fasteners constitute less than 5% of our total net sales, and our traditional ability to pass higher input costs on, the impact on future net earnings is unclear. The estimated effect on our net earnings in the first six months of 2022 was immaterial.
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Commodity energy prices – We have market risk for changes in prices of oil, gasoline, diesel fuel, natural gas, and electricity; however, this riskelectricity. During the first six months of 2022, the price of energy as reflected in many market indexes increased due to both strong economic activity and the effects of the Ukrainian conflict, which contributed to higher costs for fuel in our vehicles and utilities at our facilities. In the first six months of 2022, based on the fact that total energy exposure is mitigatedless than 5% of our total net sales, our estimated net earnings exposure for commodity energy prices was immaterial.
Fossil fuels are also often a key feedstock for chemicals and plastics that comprise a key raw material for many products that we sell. As a result, the increase in part bythe cost of oil has resulted in slightly higher costs for certain plastics and resins used in our products. Given the volatility of the current marketplace and the time it takes for higher fossil fuel costs to flow through the supply chain, it is unclear to what degree the current rise in fossil fuel prices might affect future net earnings. Based on our ability to pass freighthigher input costs toon, the estimated effect on our customers,net earnings in the efficiencyfirst six months of our trucking distribution network, and the ability, over time, to manage our occupancy costs related to the heating and cooling of our facilities through better efficiency.2022 was immaterial.
Interest rates - Loans under our Credit Facility bear interest at floating rates tied to LIBOR.LIBOR (or, if LIBOR is no longer available, at a replacement rate to be determined by the administrative agent for the Credit Facility and consented to by us). As a result, changeschanges in LIBOR can affect our operating results and liquidity to the extent we do not have effective interest rate swap arrangements in place. We have not historically used interest rate swap arrangements to hedge the variable interest rates under our Credit Facility. A 1%one percentage point increase in LIBOR in the first ninesix months of 20172022 would have resulted in approximately $2.1$0.3 of additional interest expense. A description of our Credit Facility is contained in Note 6 of the Notes to Condensed Consolidated Financial Statements.
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the 'SecuritiesSecurities Exchange Act')Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting– There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS
A description of our legal proceedings, if any, is contained in Note 7 of the Notes to Condensed Consolidated Financial Statements. The description of legal proceedings, if any, in Note 7 is incorporated herein by reference.

ITEM 1A — RISK FACTORS
The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in Item 2 of Part I above and in our most recently filed annual report on Form 10-K under Forward-Looking Statements and Item 1A – Risk Factors. There has been no material change in those risk factors.


ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below sets forth information regarding purchases of our common stock during the thirdsecond quarter of 2017:2022:
 (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)
July 1-31, 2017 600,000  $43.03  600,000  4,400,000 
August 1-31, 2017 0  $0.00  0  4,400,000 
September 1-30, 2017 0  $0.00  0  4,400,000 
Total 600,000  $43.03  600,000  4,400,000 
(a)(b)(c)(d)
PeriodTotal 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)
April 1-30, 20220$0.0003,200,000
May 1-31, 20220$0.0003,200,000
June 1-30, 20221,000,000$49.291,000,0002,200,000
Total1,000,000$49.291,000,0002,200,000
(1)On July 11, 2017, our board of directors established a new authorization for us to repurchase up to 5,000,000 shares of our common stock. As of SeptemberJune 30, 2017,2022, we had remaining authority to repurchase 4,400,0002,200,000 shares under thisthe July 11, 2017 authorization. On July 12, 2022, the board of directors of the company authorized repurchases by the company of up to an additional 8,000,000 shares of its common stock. These authorizations do not have an expiration date.
ITEM 6 — EXHIBITS
INDEX TO EXHIBITS
Exhibit NumberDescription of Document
Exhibit Number3.1Description of Document
3.1
3.2
31
32
101.INS101XBRL Instance DocumentThe following financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
101.SCH104XBRL Taxonomy Extension Schema DocumentThe cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL.
101.CALXBRL Taxonomy Calculation Linkbase Document
101.DEFXBRL Taxonomy Definition Linkbase Document
101.LABXBRL Taxonomy Label Linkbase Document
101.PREXBRL Taxonomy Presentation Linkbase Document

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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FASTENAL COMPANY
Date: July 18, 2022By:FASTENAL COMPANY
Date: October 16, 2017By:/s/ Holden Lewis
Holden Lewis
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: October 16, 2017July 18, 2022By:/s/ Sheryl A. Lisowski
Sheryl A. Lisowski
Controller,Executive Vice President - Chief Accounting Officer and Treasurer
Treasurer (Duly(Duly Authorized Officer and Principal Accounting Officer)

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