Combinatorial topics have become increasingly prevalent in K-12 and undergraduate curricula, yet research on combinatorics education indicates that students face difficulties when solving counting problems. The research community has not yet addressed students' ways of thinking at a level that facilitates deeper understanding of how students conceptualize counting problems. To this end, a model of students' combinatorial thinking was empirically and theoretically developed; it represents a conceptual analysis of students' thinking related to counting and has been refined through analyzing students' counting activity. In this paper, the model is presented, and relationships between formulas/expressions, counting processes, and sets of outcomes are elaborated. Additionally, the usefulness and potential explanatory power of the model are demonstrated through examining data both from a study the author conducted, and from existing literature on combinatorics education. (Contains 10 figures.)