Document

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2020, or



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

For the transition period from __________ to __________

Commission file number 0-16125

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)



Minnesota		41-0948415
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2001 Theurer Boulevard, Winona, Minnesota 55987-1500

(Address of principal executive offices) (Zip Code)

(507) 454-5374

(Registrant's telephone number, including area code)

Not Applicable

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

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



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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 13, 2020, there were approximately 573,626,327 shares of the registrants common stock outstanding.

Table of Contents

FASTENAL COMPANY

INDEX



		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Earnings	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Statements of Stockholders' Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	22

ITEM 4.	CONTROLS AND PROCEDURES	22

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	23

ITEM 1A.	RISK FACTORS	23

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23

ITEM 6.	EXHIBITS	24

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in millions except share information)



	(Unaudited)
Assets	June 30, 2020			December 31, 2019
Current assets:
Cash and cash equivalents	$	201.5		174.9
Trade accounts receivable, net of allowance for doubtful accounts of $11.8 and $10.9, respectively	881.5			741.8
Inventories	1,401.5			1,366.4
Prepaid income taxes	—			16.7
Other current assets	121.8			157.4
Total current assets	2,606.3			2,457.2

Property and equipment, net	1,029.7			1,023.2
Operating lease right-of-use assets	252.8			243.2
Other assets	196.4			76.3

Total assets	$	4,085.2		3,799.9

Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	—		3.0
Accounts payable	194.1			192.8
Accrued expenses	238.2			251.5
Current portion of operating lease liabilities	96.7			97.4
Income taxes payable	102.3			—
Total current liabilities	631.3			544.7

Long-term debt	405.0			342.0
Operating lease liabilities	158.0			148.2
Deferred income taxes	100.3			99.4
Other long-term liabilities	7.6			—

Stockholders' equity:
Preferred stock: $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding	—			—
Common stock: $0.01 par value, 800,000,000 shares authorized, 573,570,647 and 574,128,911 shares issued and outstanding, respectively	2.9			2.9
Additional paid-in capital	44.4			67.2
Retained earnings	2,788.6			2,633.9
Accumulated other comprehensive loss	(52.9		)	(38.4	)
Total stockholders' equity	2,783.0			2,665.6
Total liabilities and stockholders' equity	$	4,085.2		3,799.9

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(Amounts in millions except earnings per share)



	(Unaudited)					(Unaudited)
	Six Months Ended June 30,					Three Months Ended June 30,
	2020			2019		2020			2019
Net sales	$	2,876.0		2,677.7		$	1,509.0		1,368.4

Cost of sales	1,567.6			1,411.8		837.4			727.2
Gross profit	1,308.4			1,265.9		671.6			641.2

Operating and administrative expenses	721.2			730.3		355.3			366.7
(Gain) loss on sale of property and equipment	(0.1		)	(0.8	)	0.3			(0.5	)
Operating income	587.3			536.4		316.0			275.0

Interest income	0.2			0.2		0.1			0.1
Interest expense	(4.6		)	(7.7	)	(2.4		)	(3.7	)

Earnings before income taxes	582.9			528.9		313.7			271.4

Income tax expense	141.4			130.2		74.8			66.8

Net earnings	$	441.5		398.7		$	238.9		204.6

Basic net earnings per share	$	0.77		0.70		$	0.42		0.36

Diluted net earnings per share	$	0.77		0.69		$	0.42		0.36

Basic weighted average shares outstanding	573.6			572.7		573.2			573.2

Diluted weighted average shares outstanding	575.1			573.8		575.0			574.6

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

FASTENAL COMPANY AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Amounts in millions)



	(Unaudited)				(Unaudited)
	Six Months Ended June 30,				Three Months Ended June 30,
	2020			2019	2020		2019
Net earnings	$	441.5		398.7	$	238.9	204.6
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (net of tax of $0.0 in 2020 and 2019)	(14.5		)	5.4	10.5		1.7
Comprehensive income	$	427.0		404.1	$	249.4	206.3

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

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,
	2020			2019			2020			2019
Common stock
Balance at beginning of period	$	2.9		2.9			$	2.9		2.9
Balance at end of period	2.9			2.9			2.9			2.9
Additional paid-in capital
Balance at beginning of period	67.2			3.0			24.2			22.7
Stock options exercised	26.3			40.1			18.9			22.0
Purchases of common stock	(52.0		)	—			—			—
Stock-based compensation	2.9			2.9			1.3			1.3
Balance at end of period	44.4			46.0			44.4			46.0
Retained earnings
Balance at beginning of period	2,633.9			2,341.6			2,692.9			2,412.7
Net earnings	441.5			398.7			238.9			204.6
Dividends paid in cash	(286.8		)	(246.1		)	(143.2		)	(123.1		)
Balance at end of period	2,788.6			2,494.2			2,788.6			2,494.2
Accumulated other comprehensive (loss) income
Balance at beginning of period	(38.4		)	(44.8		)	(63.4		)	(41.1		)
Other comprehensive (loss) income	(14.5		)	5.4			10.5			1.7
Balance at end of period	(52.9		)	(39.4		)	(52.9		)	(39.4		)
Total stockholders' equity	$	2,783.0		2,503.7			$	2,783.0		2,503.7

Cash dividends paid per share of common stock	$	0.500		$	0.430		$	0.250		$	0.215

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)
	Six Months Ended June 30,
	2020			2019
Cash flows from operating activities:
Net earnings	$	441.5		398.7
Adjustments to reconcile net earnings to net cash provided by operating activities, net of acquisition:
Depreciation of property and equipment	75.6			71.5
Gain on sale of property and equipment	(0.1		)	(0.8	)
Bad debt expense	4.0			3.1
Deferred income taxes	0.9			2.3
Stock-based compensation	2.9			2.9
Amortization of intangible assets	3.7			2.0
Changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable	(147.2		)	(106.4	)
Inventories	(40.8		)	(64.3	)
Other current assets	35.6			23.2
Accounts payable	1.3			10.2
Accrued expenses	(13.3		)	(14.8	)
Income taxes	119.0			5.0
Other	8.7			0.4
Net cash provided by operating activities	491.8			333.0

Cash flows from investing activities:
Purchases of property and equipment	(90.0		)	(123.1	)
Proceeds from sale of property and equipment	5.1			3.5
Cash paid for acquisition	(125.0		)	—
Other	1.2			—
Net cash used in investing activities	(208.7		)	(119.6	)

Cash flows from financing activities:
Proceeds from debt obligations	870.0			525.0
Payments against debt obligations	(810.0		)	(525.0	)
Proceeds from exercise of stock options	26.3			40.1
Purchases of common stock	(52.0		)	—
Payments of dividends	(286.8		)	(246.1	)
Net cash used in financing activities	(252.5		)	(206.0	)

Effect of exchange rate changes on cash and cash equivalents	(4.0		)	0.4

Net increase in cash and cash equivalents	26.6			7.8

Cash and cash equivalents at beginning of period	174.9			167.2
Cash and cash equivalents at end of period	$	201.5		175.0

Supplemental information:
Cash paid for interest	$	4.1		7.8
Net cash paid for income taxes	$	21.3		122.3
Leased assets obtained in exchange for new operating lease liabilities	$	33.7		57.4

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)

June 30, 2020 and 2019

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (collectively referred to as the company, Fastenal, or by terms such as we, our, or us) have been prepared in accordance with U.S. generally accepted accounting principles ('GAAP') for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in our consolidated financial statements as of and for the year ended December 31, 2019. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Impact of COVID-19

The COVID-19 pandemic has impacted and could further impact our operations and the operations of our suppliers and vendors as a result of quarantines, facility closures, illnesses, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on our customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by federal, state, and local governments, and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time.

Stock Split

On April 17, 2019, the board of directors approved a two-for-one stock split of the company's outstanding common stock. Holders of the company's common stock, par value $0.01 per share, at the close of business on May 2, 2019, received one additional share of common stock for every share of common stock they owned. The stock split took effect at the close of business on May 22, 2019. All historical common stock share and per share information for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted to reflect the stock split.

Recently Adopted Accounting Pronouncements

Effective January 1, 2020, we adopted Financial Accounting Standard Board ('FASB') Accounting Standards Update ('ASU') 2016-13, Measurement of Credit Losses on Financial Instruments, which changed the way entities recognize impairment of most financial assets. Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected. The adoption of this standard had an immaterial impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires that, to be a business, an acquired set must include, at a minimum, an input and a substantive process that together significantly contributes to the ability to create outputs. The company adopted this guidance during the first quarter of 2020 when evaluating the transaction discussed further in Note 2, 'Asset Acquisition'.

(2) Asset Acquisition

On March 30, 2020, we purchased certain assets of Apex Industrial Technologies LLC ('Apex') that have contributed to the development, design, and scalability of the vending delivery platform utilized since 2008 within our industrial vending business to dispense product and lease devices to our customers. In connection with this transaction, we purchased a perpetual and unfettered use of key patents, designs, software and licenses, as well as direct access to the vending equipment supply chain.

The total purchase price of the assets acquired consisted of $125.0 paid in cash at closing. We funded the purchase price with available cash and proceeds from borrowings on our unsecured revolving credit facility. We accounted for the purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in the identifiable intangible assets used in the vending delivery platform for our industrial vending business. On a relative fair value basis, the allocated

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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, 2020 and 2019

(Unaudited)

identifiable intangible assets total $123.8 and tangible property and equipment total $1.2. The weighted average amortization period of the identifiable intangible assets is approximately 19.4 years.

(3) Revenue

Revenue Recognition

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

Disaggregation of Revenue

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



	Six-month Period			Three-month Period
	2020		2019	2020		2019
United States	$	2,475.7	2,297.7	$	1,309.0	1,172.9
Canada and Mexico	301.8		301.2	143.5		155.3
North America	2,777.5		2,598.9	1,452.5		1,328.2
All other foreign countries	98.5		78.8	56.5		40.2
Total revenues	$	2,876.0	2,677.7	$	1,509.0	1,368.4

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



	Six-month Period				Three-month Period
	2020		2019		2020		2019
Manufacturing	61.2	%	67.5	%	55.2	%	67.3	%
Non-residential construction	11.4	%	12.9	%	10.7	%	13.2	%
Other	27.4	%	19.6	%	34.1	%	19.5	%
	100.0	%	100.0	%	100.0	%	100.0	%

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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, 2020 and 2019

(Unaudited)

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



		Six-month Period				Three-month Period
Type	Introduced	2020		2019		2020		2019
Fasteners⁽¹⁾	1967	29.3	%	34.7	%	26.0	%	34.5	%
Tools	1993	7.9	%	9.9	%	6.6	%	9.8	%
Cutting tools	1996	4.6	%	5.8	%	3.9	%	5.8	%
Hydraulics & pneumatics	1996	5.8	%	6.9	%	5.0	%	6.8	%
Material handling	1996	5.0	%	5.9	%	4.4	%	5.9	%
Janitorial supplies	1996	9.5	%	7.6	%	10.6	%	7.7	%
Electrical supplies	1997	4.3	%	4.7	%	4.0	%	4.7	%
Welding supplies	1997	3.4	%	4.2	%	2.9	%	4.2	%
Safety supplies	1999	27.3	%	17.4	%	34.0	%	17.5	%
Other		2.9	%	2.9	%	2.6	%	3.1	%
		100.0	%	100.0	%	100.0	%	100.0	%

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

(4) Stockholders' Equity

Dividends

On July 13, 2020, our board of directors declared a dividend of $0.25 per share of common stock to be paid in cash on August 25, 2020 to shareholders of record at the close of business on July 28, 2020. Since 2011, we have paid quarterly dividends. Our board of directors currently intends to continue paying quarterly dividends, provided that any future determination as to payment of dividends will depend on the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors.

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



	2020		2019
First quarter	$	0.250	0.215
Second quarter	0.250		0.215
Third quarter	0.250		0.220
Fourth quarter			0.220
Total	$	0.750	0.870

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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, 2020 and 2019

(Unaudited)

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of June 30, 2020, 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, 2020
Date of Grant	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		Options Outstanding	Options Exercisable
January 2, 2020	902,263	$	38.00	$	37.230	891,871	24,964
January 2, 2019	1,316,924	$	26.00	$	25.705	1,242,736	29,010
January 2, 2018	1,087,936	$	27.50	$	27.270	923,634	297,568
January 3, 2017	1,529,578	$	23.50	$	23.475	1,086,892	472,572
April 19, 2016	1,690,880	$	23.00	$	22.870	1,036,809	537,431
April 21, 2015	1,786,440	$	21.00	$	20.630	689,259	439,859
April 22, 2014	1,910,000	$	28.00	$	25.265	452,323	291,073
April 16, 2013	410,000	$	27.00	$	24.625	63,844	45,106
April 17, 2012	2,470,000	$	27.00	$	24.505	181,440	181,440
Total	13,104,021					6,568,808	2,319,023



Date of Grant	Risk-free Interest Rate		Expected Life of Option in Years	Expected Dividend Yield		Expected Stock Volatility		Estimated Fair Value of Stock Option
January 2, 2020	1.7	%	5.00	2.4	%	25.70	%	$	6.81
January 2, 2019	2.5	%	5.00	2.9	%	23.96	%	$	4.40
January 2, 2018	2.2	%	5.00	2.3	%	23.45	%	$	5.02
January 3, 2017	1.9	%	5.00	2.6	%	24.49	%	$	4.20
April 19, 2016	1.3	%	5.00	2.6	%	26.34	%	$	4.09
April 21, 2015	1.3	%	5.00	2.7	%	26.84	%	$	3.68
April 22, 2014	1.8	%	5.00	2.0	%	28.55	%	$	4.79
April 16, 2013	0.7	%	5.00	1.6	%	37.42	%	$	6.33
April 17, 2012	0.9	%	5.00	1.4	%	39.25	%	$	6.85

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

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

Compensation expense equal to the grant date fair value is recognized for all of these awards over the vesting period. The stock-based compensation expense for the six-month periods ended June 30, 2020 and 2019 was $2.9 and $2.9, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2020 was $15.1 and is expected to be recognized over a weighted average period of 4.17 years. Any future changes in estimated forfeitures will impact this amount.

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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, 2020 and 2019

(Unaudited)

Earnings Per Share

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



	Six-month Period		Three-month Period
Reconciliation	2020	2019	2020	2019
Basic weighted average shares outstanding	573,550,730	572,669,693	573,197,303	573,159,138
Weighted shares assumed upon exercise of stock options	1,577,540	1,105,366	1,754,697	1,392,211
Diluted weighted average shares outstanding	575,128,270	573,775,059	574,952,000	574,551,349



	Six-month Period			Three-month Period
Summary of Anti-dilutive Options Excluded	2020		2019	2020		2019
Options to purchase shares of common stock	893,428		450,960	895,566		—
Weighted average exercise prices of options	$	38.00	27.53	$	38.00	—

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.

(5) Income Taxes

Fastenal files income tax returns in the United States federal jurisdiction, all states, and various local and foreign jurisdictions. With limited exceptions, we are no longer subject to income tax examinations by taxing authorities for taxable years before 2016 in the case of United States federal examinations, and 2014 in the case of foreign, state, and local examinations. During the first six months of 2020, there were no material changes in unrecognized tax benefits.

During the second quarter of 2020, we deferred $111.5 in federal and state income and payroll tax payments as allowed under the Coronavirus Aid, Relief, and Economic Security Act (the 'CARES' Act), which was signed into law in March 2020 to help businesses navigate COVID-19 related challenges. The deferred federal and state income tax payments, which constitute $103.9 of the deferred value, will be made in the third quarter of 2020, while the deferred payroll taxes will be paid in the third quarter of 2021.

(6) 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 $93.0. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

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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, 2020 and 2019

(Unaudited)

(7) Debt Commitments

Credit Facility, Notes Payable, and Commitments

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



	Average Interest Rate at June 30, 2020			Debt Outstanding
	Average Interest Rate at June 30, 2020		Maturity Date	June 30, 2020		December 31, 2019
Unsecured revolving credit facility	1.10	%	November 30, 2023	$	—	210.0
Senior unsecured promissory notes payable, Series A	2.00	%	July 20, 2021	40.0		40.0
Senior unsecured promissory notes payable, Series B	2.45	%	July 20, 2022	35.0		35.0
Senior unsecured promissory notes payable, Series C	3.22	%	March 1, 2024	60.0		60.0
Senior unsecured promissory notes payable, Series D	2.66	%	May 15, 2025	75.0		—
Senior unsecured promissory notes payable, Series E	2.72	%	May 15, 2027	50.0		—
Senior unsecured promissory notes payable, Series F	1.69	%	June 24, 2023	70.0		—
Senior unsecured promissory notes payable, Series G	2.13	%	June 24, 2026	25.0		—
Senior unsecured promissory notes payable, Series H	2.50	%	June 24, 2030	50.0		—
Total				405.0		345.0
Less: Current portion of debt				—		(3.0	)
Long-term debt				$	405.0	342.0

Outstanding letters of credit under unsecured revolving credit facility - contingent obligation				$	36.3	36.3

Unsecured Revolving Credit Facility

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

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

Senior Unsecured Promissory Notes Payable

We have issued senior unsecured promissory notes under our master note agreement (the 'Master Note Agreement') in the aggregate principal amount of $405.0. Our aggregate borrowing capacity under the Master Note Agreement is $600.0; however, none of the institutional investors party to that agreement are committed to purchase notes thereunder. There is no amortization of these notes prior to their maturity date and interest is payable quarterly. The notes currently issued under our Master Note Agreement, including the maturity date and fixed interest rate per annum of each series of note, are contained in the table above.

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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, 2020 and 2019

(Unaudited)

(8) Legal Contingencies

The nature of our potential exposure to legal contingencies is described in our 2019 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements. As of June 30, 2020, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

(9) 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 4 '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. Share and per share information in this 10-Q has been adjusted to reflect the two-for-one stock split effective at the close of business on May 22, 2019. Throughout this document, percentage and dollar change calculations, which are based on non-rounded dollar values, may not be able to be recalculated using the dollar values in this document due to the rounding of those dollar values.

Business

Fastenal is a North American leader in the wholesale distribution of industrial and construction supplies. We distribute these supplies through a network of over 3,200 in-market locations. Most of our customers are in the manufacturing and non-residential construction markets. The manufacturing market includes producers who incorporate our products into final goods, called original equipment manufacturing (OEM), and/or utilize our supplies in the maintenance, repair, and operation (MRO) of their facilities and equipment. 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, 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 (the United States, Canada, and Mexico), though our presence outside of North America continues to grow as well.

Our motto is Growth through Customer Service^®.We are a growth-centric organization focused on identifying 'drivers' that allow us to get closer to our customers and gain market share in what we believe remains a fragmented industrial distribution market. Our growth drivers have evolved and changed, and can be expected to continue to evolve and change, over time.

Impact of COVID-19 on Our Business

Through the second quarter of 2020, the COVID-19 pandemic has had significant impacts on our business. We continued to operate with some modifications because, based on the various published standards to date, the work our employees are performing, particularly with respect to supplying products required by our safety business, is critical, essential, and life-sustaining. We took actions intended to protect our employees and our customers that adversely affected our results. First, we restricted public access to our branches, which has resulted in lower retail sales at those locations through the second quarter of 2020. Many of our locations have re-opened to the public, but a meaningful number remain restricted. Second, many of our customers either closed their locations or operated at significantly diminished capacity as a result of local and national actions taken, such as stay-at-home mandates, that reduced business activity and negatively impacted sales through the second quarter of 2020. Third, social actions taken to mitigate the effects of the pandemic produced significant demand for personal protection equipment ('PPE') and sanitation products, generating significant sales of such products not only to certain traditional customers but also to state and local government entities as well as front line responders. The favorable impact of this third variable on our results for the first six months of 2020 more than offset the adverse impact of the first two variables, which resulted in weaker sales through our branch and Onsite network to our traditional manufacturing and construction customers.

At the end of the second quarter of 2020, many of the markets in which we operate had begun to ease restrictions that were in place earlier in the period. This is having two effects. The first is to improve the outlook of the manufacturing and construction customers that support our traditional branch and Onsite business. The second is to moderate the level of demand for PPE and sanitation products that we experienced at the onset of the pandemic. However, as of the date of this filing, viral infections have begun to increase again resulting in resumption of restrictions in certain markets in which we operate. As a result, there remains significant uncertainty concerning the magnitude of the impact and duration of the COVID-19 pandemic. Factors deriving from the COVID-19 response that have or may negatively impact sales and gross margin in the future include, but are not limited to: limitations on the ability of our suppliers to manufacture, or procure from manufacturers, the products we sell, or to meet delivery requirements and commitments; limitations on the ability of our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring employees to remain at home; limitations on the ability of carriers to deliver our products to customers; limitations on the ability of our customers to conduct their business and purchase our products and services; and limitations on the ability of our customers to pay us on a timely basis.

With respect to liquidity, we continue to evaluate and limit costs and spending across our organization. This includes reduced headcount, a reduction in discretionary spending, and lower anticipated spending on capital investment projects. As of the end of the second quarter of 2020, we have substantially all of our $700M bank revolver available for use in the event that the need arises.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, and shareholders. While we are unable to determine or predict the nature, duration, or scope of the overall impact the COVID-19 pandemic will have on our business, results of operations, liquidity, or capital resources, we believe that it is

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important to share where our company stands today, how our response to COVID-19 is progressing and how our operations and financial condition may change as the fight against COVID-19 progresses.

Executive Overview

Net sales increased $140.6, or 10.3%, in the second quarter of 2020 relative to the second quarter of 2019. Our gross profit as a percentage of net sales declined to 44.5% in the second quarter of 2020 from 46.9% in the second quarter of 2019. Our operating income, as a percentage of net sales, increased to 20.9% in the second quarter of 2020 from 20.1% in the second quarter of 2019. Our net earnings during the second quarter of 2020 were $238.9, an increase of 16.7% when compared to the second quarter of 2019. Our diluted net earnings per share were $0.42 during the second quarter of 2020 compared to $0.36 during the second quarter of 2019, an increase of 16.7%.

Our results in the second quarter of 2020 were significantly affected by the impacts of the COVID-19 pandemic throughout the period. This had the effect of both drastically increasing our sales of PPE and sanitation products to help governments, health care providers, and critical infrastructure entities manage the pandemic, while also causing significant declines in demand among our traditional manufacturing and construction customers as the economy sharply slowed. In this period, we continued to focus on our growth drivers, though signings of Onsite customer locations (defined as dedicated sales and service provided from within, or in close proximity to, the customer's facility) and industrial vending devices slowed as our customer's energy shifted to short-term management over long-term planning. However, this had to be balanced against some additional priorities that are always important, but never more so than in the environment that existed in the second quarter of 2020. These included a focus on employee and customer safety, supporting customers that were most directly involved in pandemic mitigation, and using our liquidity to sustain a supply chain of critical products for our business, our customers, and society.

The table below summarizes our total employee headcount, our investments in in-market locations (defined as the sum of the total number of public branch locations and the total number of active Onsite locations), and industrial vending devices at the end of the periods presented and the percentage change compared to the end of the prior periods.



			Change Since:			Change Since:			Change Since:
	Q2 2020	Q1 2020	Q1 2020		Q4 2019	Q4 2019		Q2 2019	Q2 2019
In-market locations- absolute employee headcount	12,982	14,001	-7.3	%	13,977	-7.1	%	14,372	-9.7	%
Total absolute employee headcount	20,667	22,131	-6.6	%	21,948	-5.8	%	22,232	-7.0	%

Number of public branch locations	2,060	2,091	-1.5	%	2,114	-2.6	%	2,165	-4.8	%
Number of active Onsite locations	1,212	1,179	2.8	%	1,114	8.8	%	1,026	18.1	%
Number of in-market locations	3,272	3,270	0.1	%	3,228	1.4	%	3,191	2.5	%
Industrial vending devices (installed count) ⁽¹⁾	92,615	92,124	0.5	%	89,937	3.0	%	85,871	7.9	%
Ratio of industrial vending devices to in-market locations	28:1	28:1			28:1			27:1

⁽¹⁾ This number primarily represents devices which principally dispense product and produce product revenues, and excludes slightly more than 15,000 devices that are part of our locker lease program where the devices are principally used for the check-in/check-out of equipment.

During the last twelve months, we reduced our absolute employee headcount by 1,390 people in our in-market locations and 1,565 people in total. The reduction in our absolute employee headcount in our in-market and distribution center locations reflects efforts to control expenses in response to weaker demand that has resulted from actions on the part of local governments and our core manufacturing and construction customers to address COVID-19 related risks. The decrease in our total absolute employee count is mostly from personnel reductions in our in-market locations, distribution centers, and manufacturing operations, and was only partly offset by additions in non-branch selling and support roles. The latter reflects the addition of certain employees from our acquisition of Apex as well as roles to support customer acquisition and implementation, particularly as it relates to our growth drivers and to support general corporate functions. The relatively greater declines we experienced in our FTE headcount versus our absolute employee headcount reflects the sharp curtailment of hours worked by part-time employees, which declined 23.2% in the second quarter of 2020 versus the second quarter of 2019, relative to our headcount reductions of part-time (down 14.5%) and full-time (down 3.8%) employees.

We opened four branches in the second quarter of 2020 and closed 35 branches, net of conversions. We activated 55 Onsite locations in the second quarter of 2020 and closed 22, net of conversions. The number of closings reflects both normal churn in our business, whether due to exiting customer relationships, the shutting or relocation of a customer facility, or a customer decision, as well as our ongoing review of underperforming locations. Our in-market network forms the foundation of our business strategy, and we

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will continue to open or close locations as is deemed necessary to sustain and improve our network, support our growth drivers, and manage our operating expenses.

Results of Operations

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



	Six-month Period				Three-month Period
	2020		2019		2020		2019
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Gross profit	45.5	%	47.3	%	44.5	%	46.9	%
Operating and administrative expenses	25.1	%	27.3	%	23.5	%	26.8	%
(Gain) loss on sale of property and equipment	0.0	%	0.0	%	0.0	%	0.0	%
Operating income	20.4	%	20.0	%	20.9	%	20.1	%
Net interest expense	-0.2	%	-0.3	%	-0.2	%	-0.3	%
Earnings before income taxes	20.3	%	19.8	%	20.8	%	19.8	%

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					Three-month Period
	2020			2019		2020			2019
Net sales	$	2,876.0		2,677.7		$	1,509.0		1,368.4
Percentage change	7.4		%	9.1	%	10.3		%	7.9	%
Business days	128			127		64			64
Daily sales	$	22.5		21.1		$	23.6		21.4
Percentage change	6.6		%	10.0	%	10.3		%	7.9	%
Daily sales impact of currency fluctuations	-0.3		%	-0.5	%	-0.4		%	-0.4	%
Daily sales impact of acquisitions	0.0		%	0.1	%	0.0		%	0.1	%

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.

In the first six months of 2020 our net sales of $2,876.0 increased $198.3, or 7.4%. Adjusted for an extra selling day in the first quarter of 2020, our daily sales rate increased 6.6%. We believe this increase is entirely due to "surge"-like orders of personal protective equipment ('PPE') and sanitation products to global governments and businesses as they addressed issues related to the COVID-19 pandemic.

In January and February of 2020, underlying business conditions were sluggish. The Purchasing Managers Index ('PMI'), published by the Institute for Supply Chain Management, averaged 50.5 during this period, just barely above a reading of 50 that is indicative of growing demand. However, we were able to grow our daily sales by 4.1% over this period, due largely to unit sales from our vending and Onsite growth initiatives and, to a lesser extent, product pricing as a result of pricing actions taken in mid-2019. These conditions carried into the first part of March. Conditions began to change in the second half of March, however, as global governments and businesses began to respond more aggressively to the COVID-19 pandemic, resulting in weaker business activity. This response came in two forms. First, underlying business conditions turned sharply negative as stay-at-home orders in many of the geographic markets in which we operate caused businesses to close or operate at significantly reduced levels. This was captured by the PMI, which averaged 45.7 from April to June, with readings below 50 being indicative of declining demand. During this period of time, sales through our branches to our traditional manufacturing, construction, and walk-in customers fell, more than offsetting the unit gains we had experienced in January, February, and early March. We did experience some improvement in business conditions through the quarter, however, which is best illustrated by our daily sales rate trend of fasteners, which is our most cyclical product category and which was unaffected by surge activity. In April 2020, fastener daily sales were down 22.5%. In May, the rate of decline moderated to down 15.3% and in June, it moderated again to down 11.4%. However, the activity levels experienced in June remain below those that existed in the first quarter of 2020. Second, we saw a surge in PPE and sanitation orders as governments, front line responders, and critical

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infrastructure customers sought to protect their employees as they worked to mitigate the effects of the pandemic. This resulted in a meaningful increase in our sales of PPE and sanitation products that began late in March, peaked in April and May, and was still meaningful in June. It is difficult to know precisely what our surge sales through this period were. However, we estimate that excluding these sales our net and daily sales in the first six months of 2020 would have each declined between 5% and 8%.

Product pricing was a stable, albeit minor, contributor throughout the period. We estimate pricing contributed 30 to 80 basis points to growth in the first six months and second quarter of 2020, and 70 to 120 basis points in the first six months and second quarter of 2019.

Pandemic-related events also produced significant shifts in the mix of our business through the first six months of 2020. From a product standpoint, fastener daily sales declined 9.6% in the first six months of 2020 from the first six months of 2019 and accounted for 29.3% of total sales, down from 34.7% of sales in the prior year. Fasteners tend to be our highest margin product line. In contrast, safety daily sales, which includes PPE, grew 68.4% in the first six months of 2020 from the first six months of 2019 and accounted for 27.3% of total sales, up from 17.4% of sales in the prior year. Daily sales of other products, which includes sanitizer, declined 3.0% in the first six months of 2020 from the first six months of 2019 and accounted for 43.4% of total sales, down from 47.9% of sales in the prior year. Safety and other products tend to have gross margins below our company average.

From a customer standpoint, daily sales of our manufacturing customers declined 3.2% in the first six months of 2020 from the first six months of 2019. Daily sales of our non-residential construction customers declined 5.4% in the first six months of 2020 from the first six months of 2019. These reflected the challenging underlying business environment through the period. In contrast, sales to government customers, which includes health care providers, increased 144.3% and was 8.4% of our sales mix in the first six months of 2020, up from 3.7% of sales in the first six months of 2019.

Pandemic-related events also reduced activity around our growth drivers, as customers shifted their energies to managing short term disruption rather than long-term strategic planning. For instance:

•

We signed 8,281 industrial vending devices during the first six months of 2020 and 3,483 industrial vending devices during the second quarter of 2020. On a business day basis, we signed 75 in the first quarter of 2020 and 54 in the second quarter of 2020, including 69 in June. Our installed device count on June 30, 2020 was 92,615, an increase of 7.9% over June 30, 2019. Daily sales through our vending devices declined at a low single-digit pace in the first six months of 2020 and declined at a low double-digit pace in the second quarter of 2020 as lower revenue per machine more than offset the increase in the installed base. These device counts do not include slightly more than 15,000 vending devices deployed as part of a lease locker program.

•

We signed 125 new Onsite locations during the first six months of 2020. This included 85 signings in the first quarter of 2020 and 40 in the second quarter of 2020, including 20 in June. We had 1,212 active sites on June 30, 2020, which represented an increase of 18.1% from June 30, 2019. Daily sales through our Onsite locations, excluding sales transferred from branches to new Onsites, declined at a low single-digit pace in the first six months of 2020 and declined at a high single-digit pace in the second quarter of 2020. Weaker activity, including the closure of many locations from March through May, resulted in weaker sales at more mature sites which more than offset the contribution of newer active locations.

We removed our guidance for 2020 signings of vending devices and Onsite locations in April due to the uncertainty of the business environment. Signings for both of our growth drivers were significantly below pre-pandemic expecations in April, but improved in May and again in June. However, they have not returned to the level we projected pre-pandemic, and while we expect that to happen, the timing is still uncertain. As a result, we are not reestablishing signings guidance at this time.

In the second quarter of 2020, our net sales of $1,509.0 increased $140.6, or 10.3%. We believe this increase is entirely due to "surge"-like orders of PPE to global governments and businesses as they addressed issues related to the COVID-19 pandemic, which we described in detail in the paragraphs above. We estimate that excluding these sales our net sales in the second quarter of 2020 would have declined between 14% and 17%.

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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				Three-month Period
	2020		2019		2020		2019
Fasteners	29.3	%	34.7	%	26.0	%	34.5	%
Safety supplies	27.3	%	17.4	%	34.0	%	17.5	%
Other product lines	43.4	%	47.9	%	40.0	%	48.0	%
	100.0	%	100.0	%	100.0	%	100.0	%

Gross Profit

In the first six months of 2020, our gross profit, as a percentage of net sales, declined to 45.5%, or 180 basis points from 47.3% in the first six months of 2019. We believe the decline in gross profit during this period is primarily due to three items. (1) From the first six months of 2019 to the first six months of 2020, our daily sales of fastener products decreased 9.6% while our daily sales of non-fastener products grew 16.0%. Fasteners are our highest gross profit margin product line due to the high transaction cost surrounding the sourcing and supply of the product for our customers, and relative weakness from this line can push our gross profit margin lower. This dynamic was present throughout the second quarter of 2020, but was partly offset by favorable customer mix due to the relative weakness of our lower-margin Onsite business. (2) Our product margins for safety and, to a lesser degree, other products declined. We believe this is mostly due to our purchasing large volumes of pandemic-related products, such as PPE and sanitizer, from non-traditional sources and non-optimized supply chains. This was a by-product of the conscious decision by the organization to prioritize speed of product availability over profit maximization so as to promote a faster social and economic recovery. (3) Organizational factors. We were not able to leverage near- and intermediate-term fixed costs, such as our manufacturing operations and captive fleet, as well as period costs flowing through our operation due to slower growth in the period. Rebates also represented a drag to gross profit in the period. These factors were only slightly offset by lower fuel costs and fleet expense management efforts.

In the second quarter of 2020, our gross profit, as a percentage of net sales, declined to 44.5% or 240 basis points from 46.9% in the second quarter of 2019. The decline is primarily attributable to the same factors that influenced the first six months, as described in preceding paragraph.

Operating and Administrative Expenses

Our operating and administrative expenses (including the (gain) loss on sales of property and equipment), as a percentage of net sales, improved to 25.1% in the first six months of 2020 compared to 27.3% in the first six months of 2019, and improved to 23.6% in the second quarter of 2020 compared to 26.8% in the second quarter of 2019. We achieved leverage in both periods by generating relatively lower growth in employee-related, occupancy-related, and all other operating and administrative costs than we experienced in sales.

The growth or contraction in employee-related, occupancy-related, and all other operating and administrative expenses (including the (gain) loss on sales of property and equipment) compared to the same periods in the preceding year, is outlined in the table below.



	Approximate Percentage of Total Operating and Administrative Expenses	Six-month Period		Three-month Period
		2020		2020
Employee-related expenses	65% to 70%	-1.9	%	-3.9	%
Occupancy-related expenses	15% to 20%	0.5	%	-0.9	%
All other operating and administrative expenses	10% to 15%	0.2	%	-0.4	%

Employee-related expenses include: (1) payroll (which includes cash compensation, stock option expense, and profit sharing), (2) health care, (3) personnel development, and (4) social taxes. In the first six months of 2020, our employee-related expenses decreased when compared to the first six months of 2019 as a result of slightly lower average FTE during the period, reduced incentive pay due mostly to slower sales and earnings growth especially in the first quarter of 2020, and reduced spending on the Fastenal School of Business as pandemic-related policies eliminated in-person training programs. In the second quarter of 2020, our employee-related expenses decreased when compared to the second quarter of 2019, as a result primarily of lower average FTE during the period, which was partially offset by an increase in employer profit sharing expense.

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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:			Change Since:			Change Since:
	Q2	Q1	Q1		Q4	Q4		Q2	Q2
	2020	2020	2020		2019	2019		2019	2019
In-market locations	11,310	12,334	-8.3	%	12,236	-7.6	%	12,903	-12.3	%
Total selling (includes in-market locations)	13,186	14,200	-7.1	%	14,060	-6.2	%	14,687	-10.2	%
Distribution	2,615	2,992	-12.6	%	2,895	-9.7	%	2,954	-11.5	%
Manufacturing	625	675	-7.4	%	674	-7.3	%	704	-11.2	%
Administrative	1,388	1,368	1.5	%	1,339	3.7	%	1,315	5.6	%
Total	17,814	19,235	-7.4	%	18,968	-6.1	%	19,660	-9.4	%

Occupancy-related expenses include: (1) building rent, depreciation, and utility costs, (2) equipment related to our branches and distribution locations, and (3) industrial vending equipment (we view vending equipment, excluding leased locker equipment, to be an extension of our in-market operations and classify the depreciation and repair costs as occupancy expense). In the first six months of 2020, our occupancy-related expenses increased when compared to the first six months of 2019, primarily related to increases in equipment costs stemming from our distribution locations following investments in capacity in 2019. In the second quarter of 2020, our occupancy-related costs decreased slightly. The major components of our occupancy expense - our distribution centers, branches, and vending device costs - all had individually very small changes that collectively produced the slight decline in occupancy expenses during the quarter.

All other operating and administrative expenses include: (1) selling-related transportation, (2) information technology expenses, (3) net event costs, (4) general corporate expenses, including legal expenses, general insurance expenses, and travel and marketing expenses, and (5) gains or losses on sales of property and equipment. Combined, all other operating and administrative expenses increased slightly in the first six months of 2020 when compared to the first six months of 2019. An increase in spending for information technology, higher net event costs, and reduced gains from asset disposals was only partly offset by reduced costs resulting from lower fuel expenses in our non-selling transportation operation, lower general corporate expenses, such as reduced travel, and generally tight cost control. Combined, all other operating and administrative expenses declined in the second quarter of 2020 when compared to the second quarter of 2019. Lower costs for selling-related transportation due to lower fuel prices and lower expenses due to minimal travel and tight cost control more than offset higher spending on information technology and losses from asset sales.

Net Interest Expense

Our net interest expense was $4.4 in the first six months of 2020 and $2.4 in the second quarter of 2020, compared to $7.5 in the first six months of 2019 and $3.6 in the second quarter of 2019. The decrease over the six-month period was caused by lower average interest rates and a lower average debt balance during the period, while the decrease over the three-month period was driven by lower average interest rates, only partly offset by a higher average debt level through the period.

Income Taxes

We recorded income tax expense of $141.4 in the first six months of 2020, or 24.3% of earnings before income taxes, and $74.8 in the second quarter of 2020, or 23.8% of earnings before income taxes. We recorded income tax expense of $130.2 in the first six months of 2019, or 24.6% of earnings before income taxes, and $66.8 in the second quarter of 2019, or 24.6% of earnings before income taxes. We continue to believe our ongoing tax rate, absent any discrete tax items, will be in the 24.5% to 25.0% range.

Net Earnings

Our net earnings during the first six months of 2020 were $441.5, an increase of 10.7% when compared to the first six months of 2019. Our net earnings during the second quarter of 2020 were $238.9, an increase of 16.7% when compared to the second quarter of 2019.

Our diluted net earnings per share during the first six months of 2020 were $0.77, an increase of 10.5% when compared to the first six months of 2019. Our diluted net earnings per share during the second quarter of 2019 were $0.42, an increase of 16.7% when compared to the second quarter of 2019.

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Liquidity and Capital Resources

Cash flow activity was as follows for the periods ended June 30:



	Six-month Period
	2020			2019
Net cash provided by operating activities	$	491.8		333.0
Percentage of net earnings	111.4		%	83.5	%
Net cash used in investing activities	$	208.7		119.6
Percentage of net earnings	47.3		%	30.0	%
Net cash used in financing activities	$	252.5		206.0
Percentage of net earnings	57.2		%	51.7	%

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased in the first six months of 2020 relative to the first six months of 2019. The most significant factor in this increase was the deferral of $111.5 of income and payroll tax as allowed under the CARES Act, which was signed into law in March 2020 to help businesses navigate COVID-related challenges. Of the $111.5, approximately $103.9 will be paid in the third quarter of 2020 with the remainder being paid in the third quarter of 2021. Most of the remainder of the increase in net cash provided by operating activities is due to higher net income.

The dollar and percentage change in accounts receivable, net, inventories, and accounts payable from June 30, 2019 to June 30, 2020 were as follows:



	June 30			Twelve-month Dollar Change			Twelve-month Percentage Change
	2020		2019	2020			2020
Accounts receivable, net	$	881.5	819.8	$	61.7		7.5	%
Inventories	1,401.5		1,345.7	55.8			4.1	%
Trade working capital	$	2,283.0	2,165.6	$	117.4		5.4	%

Accounts payable	$	194.1	203.8	$	(9.7	)	-4.8	%

Trade working capital, net	$	2,088.9	1,961.8	$	127.1		6.5	%

Net sales in last two months	$	1,017.6	907.7	$	109.9		12.1	%

Note - Amounts may not foot due to rounding difference.

The growth in our net accounts receivable from June 30, 2019 to June 30, 2020 reflects the growth in our sales.

The increase in inventory from June 30, 2019 to June 30, 2020 was primarily due to our increasing inventory of PPE products in anticipation of greater need as the economy re-opened as well as to support the increase in our number of installed vending devices and active Onsite locations. We also did not experience the inventory burn we might have expected given current economic weakness due to the large number of customers that were either closed or operating at very low levels of utilization for part of the second quarter of 2020. This was particularly evident in our fastener products.

The decrease in accounts payable from June 30, 2019 to June 30, 2020 was primarily due to the effect of lower customer demand on our purchasing activity, as a significant proportion of the PPE and sanitizer surge volumes in the period that drove our sales increase required immediate payment, and so did not produce trade payables on our balance sheet.

Net Cash Used in Investing Activities

Net cash used in investing activities increased from the first six months of 2019 to the first six months of 2020. This was due to the acquisition of certain assets of Apex Industrial Technologies LLC during the first quarter of 2020. This was slightly offset by lower net capital expenditures.

Our capital spending will typically fall into five categories: (1) the addition of manufacturing and warehouse property and equipment, (2) the purchase of industrial vending technology, (3) the purchase of software and hardware for our information processing systems, (4) the addition of fleet vehicles, and (5) the purchase of signage, shelving, and other fixed assets related to

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branch and Onsite locations. Proceeds from the sales of property and equipment, typically for the planned disposition of pick-up trucks as well as distribution vehicles and trailers in the normal course of business, are netted against these purchases and additions. During the first six months of 2020, our net capital expenditures were $84.9, which is a decrease of 29.0% from the first six months of 2019. Of the factors described above, lower spending to develop and expand certain distribution center assets and, to a lesser degree, reduced fleet vehicle investment primarily explains the decline in our net capital expenditures in the first six months of 2020.

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 expectations for net capital spending in 2020 is unchanged in a range of $155.0 to $180.0, a decrease from $239.8 in 2019. This decline reflects anticipated reductions in projects that would develop and expand certain distribution center assets, reduced fleet vehicle investment, and lower vending spend due to a reduction in expected signings and, to a lesser degree, the impact on the cost of our vending equipment following the Apex asset purchase.

Net Cash Used in Financing Activities

Net cash used in financing activities in the first six months of 2020 consisted of payments of dividends and purchases of our common stock, which were partially offset by net proceeds from debt obligations and from the exercise of stock options. Net cash used in financing activities in the first six months of 2019 consisted of payments of dividends, which were partially offset by proceeds from the exercise of stock options. During the first six months of 2020, we purchased 1,600,000 shares of our common stock at an average price of approximately $32.54 per share. During the first six months of 2019, we did not purchase any shares of our common stock. We currently have authority to purchase up to 3,200,000 additional shares of our common stock. An overview of our dividends paid or declared in 2020 and 2019 is contained in Note 4 of the Notes to Condensed Consolidated Financial Statements.

Critical Accounting Policies and Estimates – A discussion of our critical accounting policies and estimates is contained in our 2019 annual report on Form 10-K.

Recently Issued and Adopted Accounting Pronouncements – A description of recently adopted accounting pronouncements is contained in Note 1 of the Notes to Condensed Consolidated Financial Statements.

Certain Contractual Obligations – A discussion of the nature and amount of certain of our contractual obligations is contained in our 2019 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 7 of the Notes to Condensed Consolidated Financial Statements.

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, 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 regarding the business environment in which we operate, our projections of future performance, our perceived marketplace opportunities, our strategies, goals, mission and vision, and our expectations related to future capital expenditures, future tax rates, future inventory levels, Onsite and industrial vending 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 or the impact of surge sales on our overall net sales, the introduction or expansion of new business strategies, weak acceptance or adoption of our vending or Onsite business models, increased competition in industrial vending or Onsite, difficulty in maintaining installation quality as our industrial vending business expands, the leasing to customers of a significant number of additional industrial vending devices, the failure to meet our goals and expectations regarding branch openings, branch closings, or expansion of our industrial vending or Onsite operations, changes in the implementation objectives of our business strategies, difficulty in hiring, relocating, training, or

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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, 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.

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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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 has been with the Canadian dollar against the United States dollar. We have not historically hedged our foreign currency risk given that exposure to date has not been material. In the first six months of 2020, changes in foreign currency exchange rates reduced our reported net sales by $8.6 with the 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 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. Through the first six months of 2020, the price of commodity steel as reflected in many market indexes has declined. Our estimated net earnings exposure for these changes was not material in the six months of 2020.

Commodity energy prices – We have market risk for changes in prices of oil, gasoline, diesel fuel, natural gas, and electricity. Rising costs for these commodities can produce higher fuel costs for our hub and field-based vehicles and utility costs for our in-market locations, distribution centers, and manufacturing facilities. Fossil fuels are also often a key feedstock for chemicals and plastics that comprise a key raw material for many products that we sell. We believe that over time these risks are mitigated in part by our ability to pass freight and product costs to our customers, the efficiency 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. Our estimated net earnings exposure for commodity energy prices was not material in the first six months of 2020.

Interest rates - Loans under our Credit Facility bear interest at floating rates tied to 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, changes 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 one percentage point increase in LIBOR in the first six months of 2020 would have resulted in approximately $1.3 of additional interest expense. A description of our Credit Facility is contained in Note 7 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 'Securities Exchange 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 8 of the Notes to Condensed Consolidated Financial Statements. The description of legal proceedings, if any, in Note 8 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, except for the addition of the following risk factor.

Industry and General Economic Risks

The COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our operations and business. The present coronavirus (or COVID-19) pandemic began to impact our operations late in the first quarter of 2020 and is likely to continue to affect our business, including as government authorities impose or reimpose mandatory closures, work-from-home orders and social distancing protocols, and seek voluntary facility closures or impose other restrictions. These actions could materially adversely affect our ability to adequately staff and maintain our operations, impair our ability to sustain sufficient financial liquidity, and impact our financial results. The COVID-19 pandemic has had some favorable impacts on our results through the second quarter of 2020. However, as supply chains adapt to the environment, it is not certain that those favorable impacts would recur in the future to offset any resumption of public access restrictions we might impose on our branches or reductions in capacity by our customers, including facility closures. COVID-19 has also produced significant shifts in the mix of our business resulting from a decrease in sales of our fasteners and increases in sales through our safety business, which, if these dynamics persist, would result in lower gross margins until the impacts of COVID-19 starts to moderate. As we cannot predict the duration or scope of the COVID-19 pandemic, the net financial impact to our operating results cannot be reasonably estimated, but could be material and last for an extended period of time.

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 second quarter of 2020:



	(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)
April 1-30, 2020		0		$0.00		0		3,200,000
May 1-31, 2020		0		$0.00		0		3,200,000
June 1-30, 2020		0		$0.00		0		3,200,000
Total		0		$0.00		0		3,200,000



(1)	On July 11, 2017, our board of directors established a new authorization for us to repurchase up to 10,000,000 shares of our common stock. This repurchase program has no expiration date. As of June 30, 2020, we had remaining authority to repurchase 3,200,000 shares under this authorization.

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ITEM 6 — EXHIBITS

INDEX TO EXHIBITS



Exhibit Number		Description of Document

3.1		Restated Articles of Incorporation of Fastenal Company, as amended (incorporated by reference to Exhibit 3.1 to Fastenal Company's Form 8-K dated as of April 22, 2019 (file no. 000-16125))

3.2		Restated By-Laws of Fastenal Company (incorporated by reference to Exhibit 3.2 to Fastenal Company's Form 8-K dated as of January 17, 2019 (file no. 000-16125))

4.1		Fastenal Company 2.66% Series D Senior Note Due May 15, 2025

4.2		Fastenal Company 2.72% Series E Senior Note Due May 15, 2027

4.3		Fastenal Company 1.69% Series F Senior Note Due June 24, 2023

4.4		Fastenal Company 2.13% Series G Senior Note Due June 24, 2026

4.5		Fastenal Company 2.50% Series H Senior Note Due June 24, 2030

10.1		Consent, Waiver and Agreement to Master Note Agreement dated as of June 10, 2020 by and among Fastenal Company, Fastenal Company Purchasing, and Fastenal IP Company, on the one hand, and Metropolitan Life Insurance Company, MetLife Investment Management, LLC, NYL Investors LLC, PGIM, Inc. and each holder of Notes that are signatory thereto, on the other hand.


31		Certifications under Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification under Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, 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.

104		The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL.

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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 17, 2020	By:	/s/ Holden Lewis
		Holden Lewis
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)



Date: July 17, 2020	By:	/s/ Sheryl A. Lisowski
		Sheryl A. Lisowski
		Controller, Chief Accounting Officer, and
		Treasurer (Duly Authorized Officer and Principal Accounting Officer)

Exhibit 4.1

Fastenal Company

2.66% Series D Senior Note Due May 15, 2025

No. May 15, 2020

PPN: 311900 B*4

Original Principal Amount: $

Original Issue Date: May 15, 2020

Interest Rate: 2.66%

Interest Payment Dates: January 20, April 20, July 20 and October 20

Final Maturity Date: May 15, 2025

For Value Received, the undersigned, Fastenal Company (herein called the "Company"), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to ____________________, or registered assigns, the principal sum of __________________________ on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest, (2) during the continuance of an Event of Default under Section 11(a), (b), (g) or (h) of the Note Purchase Agreement referred to below, and during the continuance of any other Event of Default provided that such other Event of Default has remained uncured for more than 30 days (or such shorter cure period, if any, as is then provided for under the Bank Credit Agreement before interest thereunder begins to accrue at a default rate as a result of a similar event of default), on the unpaid balance hereof and (3) on any overdue payment of any Make-Whole Amount, at a rate per annum (the "Default Rate") from time to time equal to the greater of (i) 2.00% over the Interest Rate and (ii) 2.00% over the rate of interest publicly announced by Well Fargo Bank, National Association from time to time in New York, New York as its "base" or "prime" rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at principal office of Wells Fargo Bank, National Association in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to the Master Note Agreement, dated as of July 20, 2016, as amended by the Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement, dated as of November 30, 2018 (as from time to time amended, the "Note Purchase Agreement"), between the Company, Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

Exhibit 4.1 (continued)

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

FASTENAL COMPANY

By /s/ Holden Lewis_____________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

Exhibit 4.2

Fastenal Company

2.72% Series E Senior Note Due May 15, 2027

No. May 15, 2020

PPN: 311900 B@2

Original Principal Amount: $

Original Issue Date: May 15, 2020

Interest Rate: 2.72%

Interest Payment Dates: January 20, April 20, July 20 and October 20

Final Maturity Date: May 15, 2027

For Value Received, the undersigned, Fastenal Company (herein called the "Company"), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to _____________________, or registered assigns, the principal sum of ___________________________ on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest, (2) during the continuance of an Event of Default under Section 11(a), (b), (g) or (h) of the Note Purchase Agreement referred to below, and during the continuance of any other Event of Default provided that such other Event of Default has remained uncured for more than 30 days (or such shorter cure period, if any, as is then provided for under the Bank Credit Agreement before interest thereunder begins to accrue at a default rate as a result of a similar event of default), on the unpaid balance hereof and (3) on any overdue payment of any Make-Whole Amount, at a rate per annum (the "Default Rate") from time to time equal to the greater of (i) 2.00% over the Interest Rate and (ii) 2.00% over the rate of interest publicly announced by Well Fargo Bank, National Association from time to time in New York, New York as its "base" or "prime" rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

Exhibit 4.2 (continued)

FASTENAL COMPANY

By /s/ Holden Lewis_____________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

Exhibit 4.3

Fastenal Company

1.69% Series F Senior Note Due June 24, 2023

No. June 24, 2020

PPN: 311900 C*3

Original Principal Amount: $

Original Issue Date: June 24, 2020

Interest Rate: 1.69%

Interest Payment Dates: January 20, April 20, July 20 and October 20

Final Maturity Date: June 24, 2023

For Value Received, the undersigned, Fastenal Company (herein called the "Company"), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to ____________________, or registered assigns, the principal sum of ___________________________ on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest, (2) during the continuance of an Event of Default under Section 11(a), (b), (g) or (h) of the Note Purchase Agreement referred to below, and during the continuance of any other Event of Default provided that such other Event of Default has remained uncured for more than 30 days (or such shorter cure period, if any, as is then provided for under the Bank Credit Agreement before interest thereunder begins to accrue at a default rate as a result of a similar event of default), on the unpaid balance hereof and (3) on any overdue payment of any Make-Whole Amount, at a rate per annum (the "Default Rate") from time to time equal to the greater of (i) 2.00% over the Interest Rate and (ii) 2.00% over the rate of interest publicly announced by Well Fargo Bank, National Association from time to time in New York, New York as its "base" or "prime" rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to the Master Note Agreement, dated as of July 20, 2016, as amended by the (i) Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement, dated as of November 30, 2018 and (ii) Waiver, Consent and Agreement to Master Note Agreement, dated as of June 10, 2020 (as from time to time amended, the "Note Purchase Agreement"), between the Company, Metropolitan Life Insurance Company, NYL Investors LLC, PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

Exhibit 4.3 (continued)

FASTENAL COMPANY

By /s/ Holden Lewis_____________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

Exhibit 4.4

Fastenal Company

2.13% Series G Senior Note Due June 24, 2026

No. June 24, 2020

PPN: 311900 C@1

Original Principal Amount: $

Original Issue Date: June 24, 2020

Interest Rate: 2.13%

Interest Payment Dates: January 20, April 20, July 20 and October 20

Final Maturity Date: June 24, 2026

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

Exhibit 4.4 (continued)

FASTENAL COMPANY

By /s/ Holden Lewis_____________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

Exhibit 4.5

Fastenal Company

2.50% Series H Senior Note Due June 24, 2030

No. June 24, 2020

PPN: 311900 B#0

Original Principal Amount: $

Original Issue Date: June 24, 2020

Interest Rate: 2.50%

Interest Payment Dates: January 20, April 20, July 20 and October 20

Final Maturity Date: June 24, 2030

For Value Received, the undersigned, Fastenal Company (herein called the "Company"), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to ________________, or registered assigns, the principal sum of ___________________________ on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest, (2) during the continuance of an Event of Default under Section 11(a), (b), (g) or (h) of the Note Purchase Agreement referred to below, and during the continuance of any other Event of Default provided that such other Event of Default has remained uncured for more than 30 days (or such shorter cure period, if any, as is then provided for under the Bank Credit Agreement before interest thereunder begins to accrue at a default rate as a result of a similar event of default), on the unpaid balance hereof and (3) on any overdue payment of any Make-Whole Amount, at a rate per annum (the "Default Rate") from time to time equal to the greater of (i) 2.00% over the Interest Rate and (ii) 2.00% over the rate of interest publicly announced by Well Fargo Bank, National Association from time to time in New York, New York as its "base" or "prime" rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

Exhibit 4.5 (continued)

FASTENAL COMPANY

By /s/ Holden Lewis_____________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

Exhibit 10.1

CONSENT, WAIVER AND AGREEMENT TO

MASTER NOTE AGREEMENT

THIS CONSENT, WAIVER AND AGREEMENT TO MASTER NOTE AGREEMENT (this"Consent and Waiver"), is made and entered into as of June 10, 2020 (the"Effective Date"), by and among FASTENAL COMPANY, a Minnesota corporation (the"Company"), FASTENAL COMPANY PURCHASING, a Minnesota corporation (“Fastenal Purchasing"), and FASTENAL IP COMPANY, a Minnesota corporation (“Fastenal IP"; and together with Fastenal Purchasing, the"Subsidiary Guarantors"), on the one hand, and Metropolitan Life Insurance Company (“MLIC"), MetLife Investment Management, LLC (“MIM"), NYL Investors LLC (“NYL"), PGIM, Inc. (“Prudential") and each holder of Notes (as defined in the Note Agreement defined below) that are signatories hereto (such holders, together with their successors and assigns, the"Noteholders"), on the other hand.

W I T N E S S E T H:

WHEREAS, the Company, MLIC, NYL, Prudential and the Purchasers (as defined in the Note Agreement defined below) are original parties to a certain Master Note Agreement, dated as of July 20, 2016, as amended by the Omnibus First Amendment to Master Note Agreement and Subsidiary Guaranty Agreement, dated as of November 30, 2018 (as may be further amended, restated, supplemented or otherwise modified from time to time, as amended the"Note Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreement), pursuant to which the Company previously issued and sold (a) $40,000,000 in aggregate principal amount of its 2.00% Series A Senior Notes Due July 20, 2021 (the"Series A Notes"), (b) $35,000,000 in aggregate principal amount of its 2.45% Series B Senior Notes Due July 20, 2022 (the"Series B Notes"), (c) $60,000,000 in aggregate principal amount of its 3.22% Series C Senior Notes Due March 1, 2024 (the"Series C Notes"), (d) $75,000,000 in aggregate principal amount of its 2.66% Series D Senior Notes Due May 15, 2025 (the"Series D Notes") and (e) $50,000,000 in aggregate principal amount of its 2.72% Series E Senior Notes Due May 15, 2027 (the"Series E Notes"; and together with the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes, the"Notes");

WHEREAS, the Notes are the only Notes currently outstanding under the Note Agreement and the Noteholders are the holders of 100% of the Notes;

WHEREAS, Section 2.1(a) of the Note Agreement prohibits any single Investor Group from acquiring Shelf Notes in excess of $200,000,000 as specified on Schedule B of the Note Agreement at any one time outstanding (the"Shelf Note IG Maximum Amount");

WHEREAS, MetLife Affiliates currently hold $135,000,000 in aggregate principal amount of Shelf Notes and the Company desires to make a Request for Purchase on the date hereof to MIM (as assignee of MLIC) that would result in MetLife Affiliates acquiring an additional $95,000,000 in aggregate principal amount of Shelf Notes and resulting in MetLife Affiliates holding Shelf Notes in excess of the Shelf Note IG Maximum Amount (such acquisition of Shelf Notes, the"MetLife Transaction");

WHEREAS, (i) the Company has requested that the Investor Group Representatives and the Noteholders (1) waive the Shelf Note IG Maximum Amount to permit the MetLife Transaction and (2) consent to the MetLife Transaction and (ii) MLIC has requested that each of the parties hereto consent to the substitution of MIM for MLIC as"MetLife" under the Note Agreement and the Subsidiary Guaranty and, subject to the terms and conditions hereof, (x) the Investor Group Representatives and the Noteholders are willing to waive the Shelf Note IG Maximum Amount and consent to the MetLife Transaction and (y) each of the parties hereto is willing to consent to the substitution of MIM for MLIC as"MetLife" under the Note Agreement and the Subsidiary Guaranty, in each case, in the respects but only in the respects set forth below; and

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the Company, the Subsidiary Guarantors, the Investor Group Representatives, MIM and the Noteholders agree as follows:

1.Waiver, Consent and Agreement.

(a) As of the Effective Date, the Company, the Investor Group Representatives and the Noteholders waive the Shelf Note IG Maximum Amount for purposes of consummation the MetLife Transaction and consent to the consummation of the MetLife Transaction which is scheduled to occur on or about June 24, 2020.

Exhibit 10.1 (continued)

(b) As of the Effective Date, the Company, the Subsidiary Guarantors, the Investor Group Representatives and the Noteholders agree that all references in the Note Agreement and the Subsidiary Guaranty to"Metropolitan Life Insurance Company" are hereby substituted with"MetLife Investment Management, LLC".

2.Assignment and Assumption.

(a) MLIC as"MetLife" under the Note Agreement, hereby irrevocably and unconditionally assigns (the"Assignment") on and as of the Effective Date, all of its right, title and interest in and to the Note Agreement and benefits under the Subsidiary Guaranty to MIM.

(b) MIM, for good and valuable consideration, the receipt of which is hereby acknowledged, hereby irrevocably and unconditionally assumes and agrees to be bound by, receive the benefit of and comply with on and as of the Effective Date, each of the covenants, terms and provisions of the Note Agreement and the Subsidiary Guaranty as"MetLife" and as completely as if MIM were the original"MetLife" thereunder and a party thereto (hereinafter referred to as the"Assumption").

(c) Upon satisfaction of the conditions set forth in Section 3 hereof, the Company, the Subsidiary Guarantors, the Investor Group Representatives and the Noteholders, as evidenced by their execution and delivery of this Consent and Letter, hereby consent to the Assignment and the Assumption.

3.Conditions to Effectiveness of this Consent and Waiver. Notwithstanding any other provision of this Consent and Waiver and without affecting in any manner the rights of MLIC, NYL, Prudential or the Noteholders under the Note Agreement or under the Subsidiary Guaranty, it is understood and agreed that this Consent and Waiver shall be effective as of the Effective Date upon the receipt by MLIC, MIM, NYL, Prudential and the Noteholders of executed counterparts to this Consent and Waiver from the Company, the Subsidiary Guarantors, MLIC, MIM, NYL, Prudential and the Noteholders.

4.Representations and Warranties. To induce MLIC, MIM, NYL, Prudential and the Noteholders to enter into this Consent and Waiver, the Company hereby represents and warrant to MLIC, MIM, NYL, Prudential and the Noteholders that:

(a) The Company and each Subsidiary Guarantor has the corporate or other legal entity power and authority to execute and deliver this Consent and Waiver and to perform the provisions of this Consent and Waiver, the Note Agreement, as amended hereby (the Note Agreement as so amended, the"Amended Note Agreement") (in the case of the Company) and the Subsidiary Guaranty, as amended hereby (the Subsidiary Guaranty as so amended, the"Amended Subsidiary Guaranty") (in the case of the Subsidiary Guarantors).

(b) This Consent and Waiver has been duly authorized by all necessary corporate or other legal entity action on the part of the Company and the Subsidiary Guarantors, and this Consent and Waiver, and the Amended Note Agreement (in the case of the Company) and the Amended Subsidiary Guaranty (in the case of the Subsidiary Guarantors) constitute the legal, valid and binding obligations of the Company and the Subsidiary Guarantors, as applicable, and this Consent and Agreement and the Amended Subsidiary Guaranty enforceable against the Company and the Subsidiary Guarantors in accordance with their respective terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution and delivery of this Consent and Waiver and the performance by the Company of this Consent and Waiver and the Amended Note Agreement (in the case of the Company) and the Amended Subsidiary Guaranty (in the case of the Subsidiary Guarantors) do not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective Properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

(d) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution or delivery by the Company or any Subsidiary Guarantor of this Consent and Waiver or the performance by the Company or the Amended Note Agreement or by the Subsidiary Guarantors of the Amended Subsidiary Guaranty.

Exhibit 10.1 (continued)

(e) After giving effect to this Consent and Waiver, (1) except with respect to Schedule 5.4 and Schedule 5.15 to the Note Agreement, which are updated as set forth on Exhibit A attached hereto, the representations and warranties of the Company contained in the Note Agreement are true and correct as of the date hereof (unless expressly stated to relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date), and (2) no Default or Event of Default has occurred and is continuing as of the date hereof.

5.Reaffirmation. Each Subsidiary Guarantor hereby consents to the foregoing modifications to the Note Agreement and hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Subsidiary Guaranty, after giving effect to such modification. Each Subsidiary Guarantor hereby acknowledges, notwithstanding the foregoing modifications, that the Subsidiary Guaranty remains in full force and effect and is hereby ratified and confirmed. Without limiting the generality of the foregoing, each Subsidiary Guarantor agrees and confirms that the Subsidiary Guaranty continues to guaranty the Guaranteed Obligations (as defined in the Subsidiary Guaranty) arising under or in connection with the Amended Note Agreement or any of the Notes.

6.Effect of Modifications. Except as set forth expressly herein, all terms of the Amended Note Agreement and the Amended Subsidiary Guaranty shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company. The Company understands and agrees that the consent, waiver and agreements contained in Section 1 hereof pertain only to the MetLife Transaction and the Assignment and Assumption. The execution, delivery and effectiveness of this Consent and Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Noteholders under the Note Agreement or the Subsidiary Guaranty, nor constitute a waiver of any provision of the Note Agreement or the Subsidiary Guaranty.

7.Governing Law. This Consent and Waiver shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York excluding choice-of-law principles of the laws of such State that would permit the application of the laws of a jurisdiction other than such State.

8.No Novation. This Consent and Waiver is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or the Subsidiary Guaranty or an accord and satisfaction in regard thereto.

9.Costs and Expenses. The Company agrees to pay on demand all costs and expenses of MLIC, MIM, NYL, Prudential and the Noteholders in connection with the preparation, execution and delivery of this Consent and Waiver, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.

10.Counterparts. This Consent and Waiver may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Consent and Waiver by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

[the remainder of this page intentionally left blank]

Exhibit 10.1 (continued)

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver to be duly executed by its respective authorized officers as of the day and year first above written.

COMPANY:

FASTENAL COMPANY

By: /s/ Holden Lewis__________________

Name: Holden Lewis

Title: Executive Vice President and Chief Financial Officer

FASTENAL COMPANY PURCHASING

FASTENAL IP COMPANY

By: /s/ Sheryl A. Lisowski_____________

Name: Sheryl A. Lisowski

Title: Controller, Chief Accounting Officer and Treasurer

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

NYL INVESTORS LLC

By /s/ Sean Campbell__________________

Name: Sean Campbell

Title: Senior Director

NEW YORK LIFE INSURANCE COMPANY

By: /s/ Sean Campbell__________________

Name: Sean Campbell

Title: Corporate Vice President

Aggregate principal amount of Series B Notes owned:

$16,100,000

Aggregate principal amount of Series C Notes owned:

$14,100,000

Aggregate principal amount of Series E Notes owned:

$35,000,000

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

By: NYL Investors LLC, its Investment Manager

By: /s/ Sean Campbell_________________

Name: Sean Campbell

Title: Senior Director

Aggregate principal amount of Series B Notes owned:

$12,300,000

Aggregate principal amount of Series C Notes owned:

$5,300,000

Aggregate principal amount of Series E Notes owned:

$11,100,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)

By: NYL Investors LLC, its Investment Manager

By: /s/ Sean Campbell_________________

Name: Sean Campbell

Title: Senior Director

Aggregate principal amount of Series C Notes owned:

$300,000

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

By: NYL Investors LLC, its Investment Manager

By: /s/ Sean Campbell_________________

Name: Sean Campbell

Title: Senior Director

Aggregate principal amount of Series B Notes owned:

$2,800,000

Aggregate principal amount of Series C Notes owned:

$300,000

Aggregate principal amount of Series E Notes owned:

$1,000,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE

By: New York Life Insurance Company, its attorney-in-fact

By: /s/ Sean Campbell_________________

Name: Sean Campbell

Title: Corporate Vice President

Aggregate principal amount of Series B Notes owned:

$3,800,000

Aggregate principal amount of Series E Notes owned:

$1,000,000

COMPSOURCE MUTUAL INSURANCE COMPANY

By: NYL Investors, LLC, its Investment Manager

By: /s/ Sean Campbell_________________

Name: Sean Campbell

Title: Senior Director

Aggregate principal amount of Series E Notes owned:

$1,900,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

METLIFE INVESTMENT MANAGEMENT, LLC

By: /s/ John Willis_____________________

Name: John Willis

Title: Authorized Signatory

METROPOLITAN LIFE INSURANCE COMPANY, as "MetLife" prior to the Effective Date and as a Noteholder

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series A Notes owned:

$20,000,000

Aggregate principal amount of Series C Notes owned:

$5,000,000

Aggregate principal amount of Series D Notes owned:

$29,800,000

LINCOLN BENEFIT LIFE COMPANY

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series A Notes owned:

$20,000,000

BRIGHTHOUSE LIFE INSURANCE COMPANY

(F/K/A METLIFE INSURANCE COMPANY USA)

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series C Notes owned:

$10,000,000

Aggregate principal amount of Series D Notes owned:

$8,800,000

By: /s/ John Willis_____________________

Name: John Willis

Title: Authorized Signatory

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

METLIFE INSURANCE K.K.

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series C Notes owned:

$5,000,000

METROPOLITAN TOWER LIFE INSURANCE COMPANY

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series D Notes owned:

$10,000,000

SYMETRA LIFE INSURANCE COMPANY

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series D Notes owned:

$13,200,000

ZURICH AMERICAN INSURANCE COMPANY

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series D Notes owned:

$6,200,000

By: /s/ John Willis_____________________

Name: John Willis

Title: Authorized Signatory

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

PENSION AND SAVINGS COMMITTEE, ON BEHALF OF THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST

By: MetLife Investment Management, LLC, Its Investment Manager

Aggregate principal amount of Series D Notes owned:

$2,600,000

ZURICH GLOBAL, LTD.

By: MetLife Investment Management, LLC, Its Investment Manager

By: /s/ John Willis_____________________

Name: John Willis

Title: Authorized Signatory

Aggregate principal amount of Series D Notes owned:

$4,400,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

PGIM, INC.

By: /s/ Anna Sabiston

Name: Anna Sabiston

Title: Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: /s/ Anna Sabiston

Name: Anna Sabiston

Title: Vice President

Aggregate principal amount of Series C Notes owned:

$1,400,000

PRUDENTIAL LEGACY INSURANCE COMPANY

OF NEW JERSEY

By: PGIM, Inc. (as Investment Manager)

By: /s/ Anna Sabiston

Name: Anna Sabiston

Title: Vice President

Aggregate principal amount of Series C Notes owned:

$8,600,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

FARMERS NEW WORLD LIFE INSURANCE COMPANY

By: Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Anna Sabiston

Name: Anna Sabiston

Title: Vice President

Aggregate principal amount of Series C Notes owned:

$6,250,000

ZURICH AMERICAN LIFE INSURANCE COMPANY

By: Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By: Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Anna Sabiston

Name: Anna Sabiston

Title: Vice President

Aggregate principal amount of Series C Notes owned:

$3,750,000

[Signature Page to Consent, Waiver and Agreement to Master Note Agreement]

Exhibit 10.1 (continued)

Updated Schedules

[see attached]

Exhibit 10.1 (continued)

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK;

OTHER AFFILIATES; DIRECTORS AND SENIOR OFFICERS

Subsidiaries and Ownership of Subsidiary Stock

Each of the Subsidiaries listed below is wholly owned, directly or indirectly, by Fastenal Company.



Geographic Location	Subsidiary Name	Jurisdiction of Incorporation
North America
United States	Fastenal International Holdings Company	Minnesota
	Fastenal Company Purchasing	Minnesota
	Fastenal Company Leasing	Minnesota
	Fastenal IP Company	Minnesota
	Fastenal Air Fleet, LLC	Minnesota
	River Surplus and Supply, LLC Fastenal Mexico, LLC Innova Supply Chain Solutions, LLC Innova Holdings, LLC	Minnesota Minnesota Minnesota Minnesota
Canada	Fastenal Canada, Ltd.	Canada
Mexico	Fastenal Mexico Services S. de R.L. de C.V.	Mexico
	Fastenal Mexico S. de R.L. de C.V.	Mexico
Central & South America
Panama	Fastenal Panama, S.A.	Panama
	Fastenal Latin America, S.A.	Panama
Brazil	Fastenal Brasil Importação, Exportação e Distribuição Ltda.	Brazil
	Fastenal Brasil Participacoes Ltda.	Brazil
Colombia	Fastenal Colombia S.A.S.	Colombia
Chile	Fastenal Chile SpA	Chile
Asia
China	Fastenal Asia Pacific Limited	Hong Kong
	FASTCO (Shanghai) Trading Co., Ltd.	Shanghai
	Fastenal (Shanghai) International Trading Co. Ltd.	Shanghai
	Fastenal (Tianjin) International Trading Co. Ltd.	Tianjin
	Fastenal (Shenzhen) International Trading Co. Ltd.	Shenzhen
India	Fastenal India Sourcing, IT, and Procurement Private Ltd.	India
	Fastenal India Wholesale Private Ltd.	India
Southeast
Singapore	Fastenal Singapore P.T.E. LTD.	Singapore
Malaysia	Fastenal Malaysia, Sdn Bhd	Malaysia
Thailand	Fastenal (Thailand) Ltd.	Thailand
Europe
Netherlands	Fastenal Europe, B.V.	The Netherlands
	Fastenal Netherlands Holdings B.V.	The Netherlands
Hungary	Fastenal Europe, Kft.	Hungary
United Kingdom	Fastenal Europe, Ltd.	United Kingdom
Germany	Fastenal Europe GmbH	Germany
Czech Republic	Fastenal Europe s.r.o.	Czech Republic
Italy	Fastenal Europe S.r.l.	Italy
Romania	Fastenal Europe RO SRL	Romania
Sweden	Fastenal Europe AB	Sweden
Poland Austria Switzerland Ireland Spain France Belgium	Fastenal Europe Sp. z o.o. Fastenal AT GmbH Fastenal Europe Sàrl Fastenal Europe IE Limited Fastenal Europe, S.L. Europe FR Sàrl Fastenal Europe BE BV	Poland Austria Switzerland Ireland Spain France Belgium

Schedule 5.4

(to Master Note Agreement)

Exhibit 10.1 (continued)

Directors and Senior Officers



Directors

Willard D. Oberton	Daniel L. Florness		Nicholas J. Lundquist
Michael J. Ancius	Rita J. Heise		Scott A. Satterlee
Michael J. Dolan	Daniel L. Johnson		Reyne K. Wisecup
Stephen L. Eastman
Senior Officers
Name		Title
Daniel L. Florness William J. Drazkowski		President and Chief Executive Officer Executive Vice President-Sales
Leland J. Hein		Senior Executive Vice President-Sales
James C. Jansen Holden Lewis		Executive Vice President-Manufacturing Chief Financial Officer and Executive Vice President
Sheryl A. Lisowski		Controller, Chief Accounting Officer and Treasurer
Charles S. Miller		Executive Vice President-Sales
Terry M. Owen		Senior Executive Vice President-Sales Operations
John L. Soderberg Jeffery M. Watts		Executive Vice President-Information Technology Executive Vice President-International Sales
Reyne K. Wisecup		Executive Vice President-Human Resources

S-5.4-2

Exhibit 10.1 (continued)

Existing Indebtedness


1.	Indebtedness of the Company and its Subsidiaries to various persons incurred in connection with Finance Leases and purchase money Indebtedness of the Company and its Subsidiaries. The aggregate principal amount of such Indebtedness outstanding as of

March 31, 2020 was approximately $3,000,000. Such Indebtedness is secured by the assets the acquisition of which was financed thereby (and the products and proceeds thereof).

Indebtedness of the Company to Wells Fargo Bank, National Association, Branch Banking and Trust Company, Merchants Bank, N.A. and Bank of America, N.A. under the Bank Credit Agreement. As of May 31, 2020, the aggregate principal amount of all loans outstanding under the Bank Credit Agreement was approximately $360,000,000 and the aggregate undrawn face amount of all letters of credit outstanding under the Bank Credit Agreement was approximately $36,250,000. The obligations of the Company under the Bank Credit Agreement are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.


3.	Indebtedness of the Company to Metropolitan Life Insurance Company and/or affiliates under 2.00% Series A Senior Notes dated July 20, 2016. As of May 31, 2020, the aggregate principal amount outstanding under these notes was $40,000,000. The obligations of the Company under these notes are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.


4.	Indebtedness of the Company to NYL Investors LLC and/or affiliates under 2.45% Series B Senior Notes dated July 20, 2016. As of May 31, 2020, the aggregate principal amount outstanding under these notes was $35,000,000. The obligations of the Company under these notes are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.

Indebtedness of the Company to Metropolitan Life Insurance Company and/or affiliates, NYL Investors LLC and/or affiliates, and PGIM, Inc. and/or affiliates under 3.22% Series C Senior Notes dated March 1, 2017. As of May 31, 2020, the aggregate principal amount outstanding under these notes was $60,000,000. The obligations of the Company under these notes are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.


6.	Indebtedness of the Company to Metropolitan Life Insurance Company and/or affiliates under 2.66% Series D Senior Notes dated May 15, 2020. As of May 31, 2020, the aggregate principal amount outstanding under these notes was $75,000,000. The obligations of the Company under these notes are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.


7.	Indebtedness of the Company to NYL Investors LLC and/or affiliates under 2.72% Series E Senior Notes dated May 15, 2020. As of May 31, 2020, the aggregate principal amount outstanding under these notes was $50,000,000. The obligations of the Company under these notes are guaranteed by Fastenal Company Purchasing and Fastenal IP Company.

Schedule 5.15

(to Master Note Agreement)

Exhibit 31

CERTIFICATIONS

I, Daniel L. Florness, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Fastenal Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 17, 2020		/s/ Daniel L. Florness
		Daniel L. Florness
		President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31 (continued)

CERTIFICATIONS

I, Holden Lewis, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Fastenal Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 17, 2020		/s/ Holden Lewis
		Holden Lewis
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Fastenal Company.

A signed original of this written statement required by Section 906 has been provided to Fastenal Company and will be retained by Fastenal Company and furnished to the Securities and Exchange Commission or its staff upon request.




Date: July 17, 2020


/s/ Daniel L. Florness		/s/ Holden Lewis
Daniel L. Florness		Holden Lewis
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)

Document and Entity Information - shares

Condensed Consolidated Balance Sheets - USD ($)
$ in Millions

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions

Condensed Consolidated Statements of Earnings - USD ($)
$ in Millions

Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions

Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Millions

Additional paid-in capital

Accumulated other comprehensive (loss) income

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions

Basis of Presentation

Recently Adopted Accounting Pronouncements

Asset Acquisition

(2) Asset Acquisition

Disaggregation of Revenue

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



	Six-month Period			Three-month Period
	2020		2019	2020		2019
United States	$	2,475.7	2,297.7	$	1,309.0	1,172.9
Canada and Mexico	301.8		301.2	143.5		155.3
North America	2,777.5		2,598.9	1,452.5		1,328.2
All other foreign countries	98.5		78.8	56.5		40.2
Total revenues	$	2,876.0	2,677.7	$	1,509.0	1,368.4

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



	Six-month Period				Three-month Period
	2020		2019		2020		2019
Manufacturing	61.2	%	67.5	%	55.2	%	67.3	%
Non-residential construction	11.4	%	12.9	%	10.7	%	13.2	%
Other	27.4	%	19.6	%	34.1	%	19.5	%
	100.0	%	100.0	%	100.0	%	100.0	%

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



		Six-month Period				Three-month Period
Type	Introduced	2020		2019		2020		2019
Fasteners⁽¹⁾	1967	29.3	%	34.7	%	26.0	%	34.5	%
Tools	1993	7.9	%	9.9	%	6.6	%	9.8	%
Cutting tools	1996	4.6	%	5.8	%	3.9	%	5.8	%
Hydraulics & pneumatics	1996	5.8	%	6.9	%	5.0	%	6.8	%
Material handling	1996	5.0	%	5.9	%	4.4	%	5.9	%
Janitorial supplies	1996	9.5	%	7.6	%	10.6	%	7.7	%
Electrical supplies	1997	4.3	%	4.7	%	4.0	%	4.7	%
Welding supplies	1997	3.4	%	4.2	%	2.9	%	4.2	%
Safety supplies	1999	27.3	%	17.4	%	34.0	%	17.5	%
Other		2.9	%	2.9	%	2.6	%	3.1	%
		100.0	%	100.0	%	100.0	%	100.0	%

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

Stockholders' Equity

(4) Stockholders' Equity

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



	2020		2019
First quarter	$	0.250	0.215
Second quarter	0.250		0.215
Third quarter	0.250		0.220
Fourth quarter			0.220
Total	$	0.750	0.870



	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		June 30, 2020
Date of Grant	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		Options Outstanding	Options Exercisable
January 2, 2020	902,263	$	38.00	$	37.230	891,871	24,964
January 2, 2019	1,316,924	$	26.00	$	25.705	1,242,736	29,010
January 2, 2018	1,087,936	$	27.50	$	27.270	923,634	297,568
January 3, 2017	1,529,578	$	23.50	$	23.475	1,086,892	472,572
April 19, 2016	1,690,880	$	23.00	$	22.870	1,036,809	537,431
April 21, 2015	1,786,440	$	21.00	$	20.630	689,259	439,859
April 22, 2014	1,910,000	$	28.00	$	25.265	452,323	291,073
April 16, 2013	410,000	$	27.00	$	24.625	63,844	45,106
April 17, 2012	2,470,000	$	27.00	$	24.505	181,440	181,440
Total	13,104,021					6,568,808	2,319,023



Date of Grant	Risk-free Interest Rate		Expected Life of Option in Years	Expected Dividend Yield		Expected Stock Volatility		Estimated Fair Value of Stock Option
January 2, 2020	1.7	%	5.00	2.4	%	25.70	%	$	6.81
January 2, 2019	2.5	%	5.00	2.9	%	23.96	%	$	4.40
January 2, 2018	2.2	%	5.00	2.3	%	23.45	%	$	5.02
January 3, 2017	1.9	%	5.00	2.6	%	24.49	%	$	4.20
April 19, 2016	1.3	%	5.00	2.6	%	26.34	%	$	4.09
April 21, 2015	1.3	%	5.00	2.7	%	26.84	%	$	3.68
April 22, 2014	1.8	%	5.00	2.0	%	28.55	%	$	4.79
April 16, 2013	0.7	%	5.00	1.6	%	37.42	%	$	6.33
April 17, 2012	0.9	%	5.00	1.4	%	39.25	%	$	6.85

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



	Six-month Period		Three-month Period
Reconciliation	2020	2019	2020	2019
Basic weighted average shares outstanding	573,550,730	572,669,693	573,197,303	573,159,138
Weighted shares assumed upon exercise of stock options	1,577,540	1,105,366	1,754,697	1,392,211
Diluted weighted average shares outstanding	575,128,270	573,775,059	574,952,000	574,551,349



	Six-month Period			Three-month Period
Summary of Anti-dilutive Options Excluded	2020		2019	2020		2019
Options to purchase shares of common stock	893,428		450,960	895,566		—
Weighted average exercise prices of options	$	38.00	27.53	$	38.00	—

Operating Leases

(6) Operating Leases

Debt Commitments

(7) Debt Commitments

Credit Facility, Notes Payable, and Commitments

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



	Average Interest Rate at June 30, 2020			Debt Outstanding
	Average Interest Rate at June 30, 2020		Maturity Date	June 30, 2020		December 31, 2019
Unsecured revolving credit facility	1.10	%	November 30, 2023	$	—	210.0
Senior unsecured promissory notes payable, Series A	2.00	%	July 20, 2021	40.0		40.0
Senior unsecured promissory notes payable, Series B	2.45	%	July 20, 2022	35.0		35.0
Senior unsecured promissory notes payable, Series C	3.22	%	March 1, 2024	60.0		60.0
Senior unsecured promissory notes payable, Series D	2.66	%	May 15, 2025	75.0		—
Senior unsecured promissory notes payable, Series E	2.72	%	May 15, 2027	50.0		—
Senior unsecured promissory notes payable, Series F	1.69	%	June 24, 2023	70.0		—
Senior unsecured promissory notes payable, Series G	2.13	%	June 24, 2026	25.0		—
Senior unsecured promissory notes payable, Series H	2.50	%	June 24, 2030	50.0		—
Total				405.0		345.0
Less: Current portion of debt				—		(3.0	)
Long-term debt				$	405.0	342.0

Outstanding letters of credit under unsecured revolving credit facility - contingent obligation				$	36.3	36.3

Unsecured Revolving Credit Facility

Senior Unsecured Promissory Notes Payable

Legal Contingencies

(8) Legal Contingencies

Subsequent Events

(9) Subsequent Events

Basis of Presentation (Policies)

Recently Adopted Accounting Pronouncements

Revenue (Tables)

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



	Six-month Period			Three-month Period
	2020		2019	2020		2019
United States	$	2,475.7	2,297.7	$	1,309.0	1,172.9
Canada and Mexico	301.8		301.2	143.5		155.3
North America	2,777.5		2,598.9	1,452.5		1,328.2
All other foreign countries	98.5		78.8	56.5		40.2
Total revenues	$	2,876.0	2,677.7	$	1,509.0	1,368.4

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



	Six-month Period				Three-month Period
	2020		2019		2020		2019
Manufacturing	61.2	%	67.5	%	55.2	%	67.3	%
Non-residential construction	11.4	%	12.9	%	10.7	%	13.2	%
Other	27.4	%	19.6	%	34.1	%	19.5	%
	100.0	%	100.0	%	100.0	%	100.0	%

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



		Six-month Period				Three-month Period
Type	Introduced	2020		2019		2020		2019
Fasteners⁽¹⁾	1967	29.3	%	34.7	%	26.0	%	34.5	%
Tools	1993	7.9	%	9.9	%	6.6	%	9.8	%
Cutting tools	1996	4.6	%	5.8	%	3.9	%	5.8	%
Hydraulics & pneumatics	1996	5.8	%	6.9	%	5.0	%	6.8	%
Material handling	1996	5.0	%	5.9	%	4.4	%	5.9	%
Janitorial supplies	1996	9.5	%	7.6	%	10.6	%	7.7	%
Electrical supplies	1997	4.3	%	4.7	%	4.0	%	4.7	%
Welding supplies	1997	3.4	%	4.2	%	2.9	%	4.2	%
Safety supplies	1999	27.3	%	17.4	%	34.0	%	17.5	%
Other		2.9	%	2.9	%	2.6	%	3.1	%
		100.0	%	100.0	%	100.0	%	100.0	%

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

Stockholders' Equity (Tables)

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



	2020		2019
First quarter	$	0.250	0.215
Second quarter	0.250		0.215
Third quarter	0.250		0.220
Fourth quarter			0.220
Total	$	0.750	0.870



	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		June 30, 2020
Date of Grant	Options Granted	Option Exercise (Strike) Price		Closing Stock Price on Date of Grant		Options Outstanding	Options Exercisable
January 2, 2020	902,263	$	38.00	$	37.230	891,871	24,964
January 2, 2019	1,316,924	$	26.00	$	25.705	1,242,736	29,010
January 2, 2018	1,087,936	$	27.50	$	27.270	923,634	297,568
January 3, 2017	1,529,578	$	23.50	$	23.475	1,086,892	472,572
April 19, 2016	1,690,880	$	23.00	$	22.870	1,036,809	537,431
April 21, 2015	1,786,440	$	21.00	$	20.630	689,259	439,859
April 22, 2014	1,910,000	$	28.00	$	25.265	452,323	291,073
April 16, 2013	410,000	$	27.00	$	24.625	63,844	45,106
April 17, 2012	2,470,000	$	27.00	$	24.505	181,440	181,440
Total	13,104,021					6,568,808	2,319,023



Date of Grant	Risk-free Interest Rate		Expected Life of Option in Years	Expected Dividend Yield		Expected Stock Volatility		Estimated Fair Value of Stock Option
January 2, 2020	1.7	%	5.00	2.4	%	25.70	%	$	6.81
January 2, 2019	2.5	%	5.00	2.9	%	23.96	%	$	4.40
January 2, 2018	2.2	%	5.00	2.3	%	23.45	%	$	5.02
January 3, 2017	1.9	%	5.00	2.6	%	24.49	%	$	4.20
April 19, 2016	1.3	%	5.00	2.6	%	26.34	%	$	4.09
April 21, 2015	1.3	%	5.00	2.7	%	26.84	%	$	3.68
April 22, 2014	1.8	%	5.00	2.0	%	28.55	%	$	4.79
April 16, 2013	0.7	%	5.00	1.6	%	37.42	%	$	6.33
April 17, 2012	0.9	%	5.00	1.4	%	39.25	%	$	6.85



	Six-month Period		Three-month Period
Reconciliation	2020	2019	2020	2019
Basic weighted average shares outstanding	573,550,730	572,669,693	573,197,303	573,159,138
Weighted shares assumed upon exercise of stock options	1,577,540	1,105,366	1,754,697	1,392,211
Diluted weighted average shares outstanding	575,128,270	573,775,059	574,952,000	574,551,349



	Six-month Period			Three-month Period
Summary of Anti-dilutive Options Excluded	2020		2019	2020		2019
Options to purchase shares of common stock	893,428		450,960	895,566		—
Weighted average exercise prices of options	$	38.00	27.53	$	38.00	—

Debt Commitments (Tables)

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



	Average Interest Rate at June 30, 2020			Debt Outstanding
	Average Interest Rate at June 30, 2020		Maturity Date	June 30, 2020		December 31, 2019
Unsecured revolving credit facility	1.10	%	November 30, 2023	$	—	210.0
Senior unsecured promissory notes payable, Series A	2.00	%	July 20, 2021	40.0		40.0
Senior unsecured promissory notes payable, Series B	2.45	%	July 20, 2022	35.0		35.0
Senior unsecured promissory notes payable, Series C	3.22	%	March 1, 2024	60.0		60.0
Senior unsecured promissory notes payable, Series D	2.66	%	May 15, 2025	75.0		—
Senior unsecured promissory notes payable, Series E	2.72	%	May 15, 2027	50.0		—
Senior unsecured promissory notes payable, Series F	1.69	%	June 24, 2023	70.0		—
Senior unsecured promissory notes payable, Series G	2.13	%	June 24, 2026	25.0		—
Senior unsecured promissory notes payable, Series H	2.50	%	June 24, 2030	50.0		—
Total				405.0		345.0
Less: Current portion of debt				—		(3.0	)
Long-term debt				$	405.0	342.0

Outstanding letters of credit under unsecured revolving credit facility - contingent obligation				$	36.3	36.3

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Basis of Presentation (Details)

Asset Acquisition (Details) - Apex Industrial Technologies LLC
$ in Millions

Revenue - Revenues by Geographic Areas (Details) - USD ($)
$ in Millions

Revenue - Percentages of Sales by End Market (Details) - End Market - Sales

Revenue - Percentages of Sales by Product Line (Details) - Product Line - Sales

Stockholders' Equity - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions

Stockholders' Equity - Schedule of Dividends Paid Previously or Declared (Details) - $ / shares

Stockholders' Equity - Stock Options Granted (Details)

Stockholders' Equity - Fair Value Assumptions for Options Granted (Details)

Stockholders' Equity - Reconciliation of Denominators used in Computation of Basic and Diluted Earnings Per Share (Details) - shares

Stockholders' Equity - Summary of Anti-Dilutive Options Excluded (Details) - $ / shares

Income Taxes - Additional Information (Details) - USD ($)
$ in Millions

Operating Leases - Additional Information (Details)
$ in Millions

Debt Commitments - Debt Obligations and Letters of Credit Outstanding (Details) - USD ($)
$ in Millions

Debt Commitments - Unsecured Revolving Credit Facility (Details) - Credit Facility

Debt Commitments - Senior Unsecured Promissory Notes Payable (Details) - Senior Unsecured Promissory Notes

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2020	Jul. 13, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2020
Document Transition Report	false
Entity File Number	0-16125
Entity Registrant Name	FASTENAL CO
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0948415
Entity Address, Address Line One	2001 Theurer Boulevard
Entity Address, City or Town	Winona
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55987-1500
City Area Code	507
Local Phone Number	454-5374
Title of 12(b) Security	Common stock, par value $.01 per share
Trading Symbol	FAST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		573,626,327
Entity Central Index Key	0000815556
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Trade accounts receivable, allowance for doubtful accounts	$ 11.8	$ 10.9
Preferred stock
Par value (in dollars per share)	$ 0.01	$ 0.01
Authorized (in shares)	5,000,000	5,000,000
Issued (in shares)	0	0
Outstanding (in shares)	0	0
Common stock
Par value (in dollars per share)	$ 0.01	$ 0.01
Authorized (in shares)	800,000,000	800,000,000
Issued (in shares)	573,570,647	574,128,911
Outstanding (in shares)	573,570,647	574,128,911

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Net earnings	$ 238.9	$ 204.6	$ 441.5	$ 398.7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (net of tax of $0.0 in 2020 and 2019)	10.5	1.7	(14.5)	5.4
Comprehensive income	$ 249.4	$ 206.3	$ 427.0	$ 404.1

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustments, tax	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Asset Acquisition	6 Months Ended
Asset Acquisition	Jun. 30, 2020
Asset Acquisition [Abstract]
Asset Acquisition	(2) Asset Acquisition On March 30, 2020, we purchased certain assets of Apex Industrial Technologies LLC ('Apex') that have contributed to the development, design, and scalability of the vending delivery platform utilized since 2008 within our industrial vending business to dispense product and lease devices to our customers. In connection with this transaction, we purchased a perpetual and unfettered use of key patents, designs, software and licenses, as well as direct access to the vending equipment supply chain. The total purchase price of the assets acquired consisted of $125.0 paid in cash at closing. We funded the purchase price with available cash and proceeds from borrowings on our unsecured revolving credit facility. We accounted for the purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in the identifiable intangible assets used in the vending delivery platform for our industrial vending business. On a relative fair value basis, the allocated identifiable intangible assets total $123.8 and tangible property and equipment total $1.2. The weighted average amortization period of the identifiable intangible assets is approximately 19.4 years.

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 201.5	$ 174.9
Trade accounts receivable, net of allowance for doubtful accounts of $11.8 and $10.9, respectively	881.5	741.8
Inventories	1,401.5	1,366.4
Prepaid income taxes	0.0	16.7
Other current assets	121.8	157.4
Total current assets	2,606.3	2,457.2
Property and equipment, net	1,029.7	1,023.2
Operating lease right-of-use assets	252.8	243.2
Other assets	196.4	76.3
Total assets	4,085.2	3,799.9
Current liabilities:
Current portion of debt	0.0	3.0
Accounts payable	194.1	192.8
Accrued expenses	238.2	251.5
Current portion of operating lease liabilities	96.7	97.4
Income taxes payable	102.3	0.0
Total current liabilities	631.3	544.7
Long-term debt	405.0	342.0
Operating lease liabilities	158.0	148.2
Deferred income taxes	100.3	99.4
Other long-term liabilities	7.6	0.0
Stockholders' equity:
Preferred stock: $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding	0.0	0.0
Common stock: $0.01 par value, 800,000,000 shares authorized, 573,570,647 and 574,128,911 shares issued and outstanding, respectively	2.9	2.9
Additional paid-in capital	44.4	67.2
Retained earnings	2,788.6	2,633.9
Accumulated other comprehensive loss	(52.9)	(38.4)
Total stockholders' equity	2,783.0	2,665.6
Total liabilities and stockholders' equity	$ 4,085.2	$ 3,799.9

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions	Total	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive (loss) income
Balance at beginning of period at Dec. 31, 2018		$ 2.9	$ 3.0	$ 2,341.6	$ (44.8)
Balance at end of period at Mar. 31, 2019		2.9	22.7	2,412.7	(41.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.215
Balance at beginning of period at Dec. 31, 2018		2.9	3.0	2,341.6	(44.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised			40.1
Purchases of common stock			0.0
Stock-based compensation			2.9
Net earnings	$ 398.7			398.7
Dividends paid in cash				(246.1)
Other comprehensive (loss) income					5.4
Balance at end of period at Jun. 30, 2019	$ 2,503.7	2.9	46.0	2,494.2	(39.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.430
Balance at beginning of period at Dec. 31, 2018		2.9	3.0	2,341.6	(44.8)
Balance at end of period at Dec. 31, 2019	$ 2,665.6	2.9	67.2	2,633.9	(38.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.870
Balance at beginning of period at Mar. 31, 2019		2.9	22.7	2,412.7	(41.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised			22.0
Purchases of common stock			0.0
Stock-based compensation			1.3
Net earnings	$ 204.6			204.6
Dividends paid in cash				(123.1)
Other comprehensive (loss) income					1.7
Balance at end of period at Jun. 30, 2019	$ 2,503.7	2.9	46.0	2,494.2	(39.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.215
Balance at beginning of period at Dec. 31, 2019	$ 2,665.6	2.9	67.2	2,633.9	(38.4)
Balance at end of period at Mar. 31, 2020		2.9	24.2	2,692.9	(63.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.250
Balance at beginning of period at Dec. 31, 2019	$ 2,665.6	2.9	67.2	2,633.9	(38.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised			26.3
Purchases of common stock			(52.0)
Stock-based compensation			2.9
Net earnings	441.5			441.5
Dividends paid in cash				(286.8)
Other comprehensive (loss) income					(14.5)
Balance at end of period at Jun. 30, 2020	$ 2,783.0	2.9	44.4	2,788.6	(52.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.500
Balance at beginning of period at Mar. 31, 2020		2.9	24.2	2,692.9	(63.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised			18.9
Purchases of common stock			0.0
Stock-based compensation			1.3
Net earnings	$ 238.9			238.9
Dividends paid in cash				(143.2)
Other comprehensive (loss) income					10.5
Balance at end of period at Jun. 30, 2020	$ 2,783.0	$ 2.9	$ 44.4	$ 2,788.6	$ (52.9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends paid per share of common stock (in dollars per share)	$ 0.250

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net earnings	$ 441.5	$ 398.7
Adjustments to reconcile net earnings to net cash provided by operating activities, net of acquisition:
Depreciation of property and equipment	75.6	71.5
Gain on sale of property and equipment	(0.1)	(0.8)
Bad debt expense	4.0	3.1
Deferred income taxes	0.9	2.3
Stock-based compensation	2.9	2.9
Amortization of intangible assets	3.7	2.0
Changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable	(147.2)	(106.4)
Inventories	(40.8)	(64.3)
Other current assets	35.6	23.2
Accounts payable	1.3	10.2
Accrued expenses	(13.3)	(14.8)
Income taxes	119.0	5.0
Other	8.7	0.4
Net cash provided by operating activities	491.8	333.0
Cash flows from investing activities:
Purchases of property and equipment	(90.0)	(123.1)
Proceeds from sale of property and equipment	5.1	3.5
Cash paid for acquisition	(125.0)	0.0
Other	1.2	0.0
Net cash used in investing activities	(208.7)	(119.6)
Cash flows from financing activities:
Proceeds from debt obligations	870.0	525.0
Payments against debt obligations	(810.0)	(525.0)
Proceeds from exercise of stock options	26.3	40.1
Purchases of common stock	(52.0)	0.0
Payments of dividends	(286.8)	(246.1)
Net cash used in financing activities	(252.5)	(206.0)
Effect of exchange rate changes on cash and cash equivalents	(4.0)	0.4
Net increase in cash and cash equivalents	26.6	7.8
Cash and cash equivalents at beginning of period	174.9	167.2
Cash and cash equivalents at end of period	201.5	175.0
Supplemental information:
Cash paid for interest	4.1	7.8
Net cash paid for income taxes	21.3	122.3
Leased assets obtained in exchange for new operating lease liabilities	$ 33.7	$ 57.4

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	(1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (collectively referred to as the company, Fastenal, or by terms such as we, our, or us) have been prepared in accordance with U.S. generally accepted accounting principles ('GAAP') for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in our consolidated financial statements as of and for the year ended December 31, 2019. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Impact of COVID-19 The COVID-19 pandemic has impacted and could further impact our operations and the operations of our suppliers and vendors as a result of quarantines, facility closures, illnesses, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on our customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by federal, state, and local governments, and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time. Stock Split On April 17, 2019, the board of directors approved a two-for-one stock split of the company's outstanding common stock. Holders of the company's common stock, par value $0.01 per share, at the close of business on May 2, 2019, received one additional share of common stock for every share of common stock they owned. The stock split took effect at the close of business on May 22, 2019. All historical common stock share and per share information for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted to reflect the stock split. Recently Adopted Accounting Pronouncements Effective January 1, 2020, we adopted Financial Accounting Standard Board ('FASB') Accounting Standards Update ('ASU') 2016-13, Measurement of Credit Losses on Financial Instruments, which changed the way entities recognize impairment of most financial assets. Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected. The adoption of this standard had an immaterial impact on our condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires that, to be a business, an acquired set must include, at a minimum, an input and a substantive process that together significantly contributes to the ability to create outputs. The company adopted this guidance during the first quarter of 2020 when evaluating the transaction discussed further in Note 2, 'Asset Acquisition'.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	(5) Income Taxes Fastenal files income tax returns in the United States federal jurisdiction, all states, and various local and foreign jurisdictions. With limited exceptions, we are no longer subject to income tax examinations by taxing authorities for taxable years before 2016 in the case of United States federal examinations, and 2014 in the case of foreign, state, and local examinations. During the first six months of 2020, there were no material changes in unrecognized tax benefits. During the second quarter of 2020, we deferred $111.5 in federal and state income and payroll tax payments as allowed under the Coronavirus Aid, Relief, and Economic Security Act (the 'CARES' Act), which was signed into law in March 2020 to help businesses navigate COVID-19 related challenges. The deferred federal and state income tax payments, which constitute $103.9 of the deferred value, will be made in the third quarter of 2020, while the deferred payroll taxes will be paid in the third quarter of 2021.

Operating Leases	6 Months Ended
Operating Leases	Jun. 30, 2020
Leases [Abstract]
Operating Leases	(6) 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 $93.0. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

Legal Contingencies	6 Months Ended
Legal Contingencies	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Legal Contingencies	(8) Legal Contingencies The nature of our potential exposure to legal contingencies is described in our 2019 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements. As of June 30, 2020, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	(9) 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 4 'Stockholders' Equity'.

Basis of Presentation (Details)	May 22, 2019 $ / shares shares	Jun. 30, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Two-for-one stock split	2
Par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Issued, additional (in shares) \| shares	1	573,570,647	574,128,911

Asset Acquisition (Details) - Apex Industrial Technologies LLC $ in Millions	Mar. 30, 2020 USD ($)
Schedule of Asset Acquisition [Line Items]
Purchase price of assets acquired	$ 125.0
Identifiable intangible assets acquired	123.8
Tangible property and equipment acquired	$ 1.2
Identifiable intangible assets, weighted average amortization period	19 years 4 months 24 days

Stockholders' Equity - Schedule of Dividends Paid Previously or Declared (Details) - $ / shares	3 Months Ended							6 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2020	Dec. 31, 2019
Dividends Per Share [Line Items]
Dividends paid (in dollars per share)		$ 0.250	$ 0.250	$ 0.220	$ 0.220	$ 0.215	$ 0.215	$ 0.500	$ 0.430		$ 0.870
Forecast
Dividends Per Share [Line Items]
Dividends paid (in dollars per share)	$ 0.250									$ 0.750

Stockholders' Equity - Stock Options Granted (Details)	98 Months Ended
Stockholders' Equity - Stock Options Granted (Details)	Jun. 30, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	13,104,021
Options Outstanding (in shares)	6,568,808
Options Exercisable (in shares)	2,319,023
January 2, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	902,263
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 38.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 37.230
Options Outstanding (in shares)	891,871
Options Exercisable (in shares)	24,964
January 2, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,316,924
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 26.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 25.705
Options Outstanding (in shares)	1,242,736
Options Exercisable (in shares)	29,010
January 2, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,087,936
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 27.50
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 27.270
Options Outstanding (in shares)	923,634
Options Exercisable (in shares)	297,568
January 3, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,529,578
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 23.50
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 23.475
Options Outstanding (in shares)	1,086,892
Options Exercisable (in shares)	472,572
April 19, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,690,880
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 23.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 22.870
Options Outstanding (in shares)	1,036,809
Options Exercisable (in shares)	537,431
April 21, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,786,440
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 21.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 20.630
Options Outstanding (in shares)	689,259
Options Exercisable (in shares)	439,859
April 22, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	1,910,000
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 28.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 25.265
Options Outstanding (in shares)	452,323
Options Exercisable (in shares)	291,073
April 16, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	410,000
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 27.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 24.625
Options Outstanding (in shares)	63,844
Options Exercisable (in shares)	45,106
April 17, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	2,470,000
Option Exercise (Strike) Price (in dollars per share) \| $ / shares	$ 27.00
Closing Stock Price on Date of Grant (in dollars per share) \| $ / shares	$ 24.505
Options Outstanding (in shares)	181,440
Options Exercisable (in shares)	181,440

Stockholders' Equity - Fair Value Assumptions for Options Granted (Details)	6 Months Ended
	Jun. 30, 2020 $ / shares
January 2, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	1.70%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.40%
Expected Stock Volatility	25.70%
Estimated Fair Value of Stock Option (in dollars per share)	$ 6.81
January 2, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	2.50%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.90%
Expected Stock Volatility	23.96%
Estimated Fair Value of Stock Option (in dollars per share)	$ 4.40
January 2, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	2.20%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.30%
Expected Stock Volatility	23.45%
Estimated Fair Value of Stock Option (in dollars per share)	$ 5.02
January 3, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	1.90%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.60%
Expected Stock Volatility	24.49%
Estimated Fair Value of Stock Option (in dollars per share)	$ 4.20
April 19, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	1.30%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.60%
Expected Stock Volatility	26.34%
Estimated Fair Value of Stock Option (in dollars per share)	$ 4.09
April 21, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	1.30%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.70%
Expected Stock Volatility	26.84%
Estimated Fair Value of Stock Option (in dollars per share)	$ 3.68
April 22, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	1.80%
Expected Life of Option in Years	5 years
Expected Dividend Yield	2.00%
Expected Stock Volatility	28.55%
Estimated Fair Value of Stock Option (in dollars per share)	$ 4.79
April 16, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	0.70%
Expected Life of Option in Years	5 years
Expected Dividend Yield	1.60%
Expected Stock Volatility	37.42%
Estimated Fair Value of Stock Option (in dollars per share)	$ 6.33
April 17, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free Interest Rate	0.90%
Expected Life of Option in Years	5 years
Expected Dividend Yield	1.40%
Expected Stock Volatility	39.25%
Estimated Fair Value of Stock Option (in dollars per share)	$ 6.85

Operating Leases - Additional Information (Details) $ in Millions	Jun. 30, 2020 USD ($)
Leases [Abstract]
Aggregate residual value guarantee of pick-up leases	$ 93.0

Debt Commitments - Debt Obligations and Letters of Credit Outstanding (Details) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total	$ 405.0	$ 345.0
Less: Current portion of debt	0.0	(3.0)
Long-term debt	$ 405.0	342.0
Credit Facility \| Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Average Interest Rate, weighted per annum	1.10%
Total	$ 0.0	210.0
Credit Facility \| Letter of Credit Subfacility
Debt Instrument [Line Items]
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation	$ 36.3	36.3
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series A
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.00%
Total	$ 40.0	40.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series B
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.45%
Total	$ 35.0	35.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series C
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	3.22%
Total	$ 60.0	60.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series D
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.66%
Total	$ 75.0	0.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series E
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.72%
Total	$ 50.0	0.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series F
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	1.69%
Total	$ 70.0	0.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series G
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.13%
Total	$ 25.0	0.0
Senior Unsecured Promissory Notes \| Senior unsecured promissory notes payable, Series H
Debt Instrument [Line Items]
Average Interest Rate, fixed per annum	2.50%
Total	$ 50.0	$ 0.0

Debt Commitments - Unsecured Revolving Credit Facility (Details) - Credit Facility	6 Months Ended
	Jun. 30, 2020 USD ($)
Minimum
Debt Instrument [Line Items]
Percentage fee paid for unused portion of credit facility	0.10%
Maximum
Debt Instrument [Line Items]
Percentage fee paid for unused portion of credit facility	0.125%
LIBOR
Debt Instrument [Line Items]
Per annum interest rate over LIBOR	0.95%
Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 700,000,000.0
Letter of Credit Subfacility
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 55,000,000.0

Debt Commitments - Senior Unsecured Promissory Notes Payable (Details) - Senior Unsecured Promissory Notes	Jun. 30, 2020 USD ($)
Debt Instrument [Line Items]
Debt issuance, aggregate principal amount	$ 405,000,000.0
Maximum aggregate borrowing capacity	$ 600,000,000.0