Edgar Filing: CASEYS GENERAL STORES INC

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Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Fiscal Quarter Ended January 31, 2012

Commission File Number 001-34700

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)


IOWA		42-0935283
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

ONE CONVENIENCE BOULEVARD, ANKENY, IOWA		50021
(Address of principal executive offices)		(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

NONE

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

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of Accelerated filer and large accelerated filer@ in Rule 12b-2 of the Exchange Act.


Large accelerated filer x		Accelerated filer ¨		Non-accelerated filer ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at March 2, 2012
Common stock, no par value per share		38,080,309 shares

CASEY’S GENERAL STORES, INC.

INDEX


		Page
PART I FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed consolidated balance sheets – January 31, 2012 and April 30, 2011 (unaudited)		3

	Condensed consolidated statements of earnings – three and nine months ended January 31, 2012 and 2011(unaudited)		5

	Condensed consolidated statements of cash flows – nine months ended January 31, 2012 and 2011 (unaudited)		6

	Notes to unaudited condensed consolidated financial statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		14

Item 3.	Quantitative and Qualitative Disclosure about Market Risk.		25

Item 4.	Controls and Procedures.		25

PART II OTHER INFORMATION

Item 1.	Legal Proceedings.		26

Item 1A.	Risk Factors.		26

Item 6.	Exhibits.		27

SIGNATURE			29

PART I - FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(DOLLARS IN THOUSANDS)


	January 31, 2012		April 30, 2011
ASSETS

Current assets:
Cash and cash equivalents	$	46,338		59,572
Receivables		17,471		20,154
Inventories		161,942		159,200
Prepaid expenses		1,846		1,180
Deferred income taxes		12,315		10,405
Income tax receivable		19,803		43,376

Total current assets		259,715		293,887

Other assets, net of amortization		11,985		11,721

Goodwill		104,386		88,042
Property and equipment, net of accumulated depreciation of $838,547 at January 31, 2012 and $777,342 at April 30, 2011		1,347,536		1,217,305

Total assets	$	1,723,622		1,610,955

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

LIABILITIES AND SHAREHOLDERS’ EQUITY


	January 31, 2012		April 30, 2011
Current liabilities:
Notes payable	$	—		600
Current maturities of long-term debt		5,733		1,167
Accounts payable		185,184		215,675
Accrued expenses		90,586		77,058

Total current liabilities		281,503		294,500

Long-term debt, net of current maturities		673,113		678,680

Deferred income taxes		249,885		203,078

Deferred compensation		13,963		13,858

Other long-term liabilities		19,520		16,943

Total liabilities		1,237,984		1,207,059

Shareholders’ equity:
Preferred stock, no par value		—		—
Common stock, no par value		9,144		3,996
Retained earnings		476,494		399,900

Total shareholders’ equity		485,638		403,896

	$	1,723,622		1,610,955

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	Three months ended January 31,				Nine months ended January 31,
	2012		2011		2012		2011
Total revenue	$	1,578,950		1,374,199		5,235,300		4,085,745
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)		1,350,200		1,171,668		4,476,850		3,421,866

Gross profit		228,750		202,531		758,450		663,879

Operating expenses		169,231		151,506		512,479		457,155
Depreciation and amortization		24,616		20,769		70,943		60,373
Interest, net		8,730		8,908		26,441		19,630
Loss on early retirement of debt		—		—		—		11,350

Earnings before income taxes		26,173		21,348		148,587		115,371
Federal and state income taxes		9,474		8,473		54,865		43,518

Net earnings	$	16,699		12,875		93,722		71,853

Earnings per common share
Basic	$	.44		.34		2.46		1.64

Diluted	$	.43		.34		2.44		1.63

Basic weighted average shares outstanding		38,071,742		37,938,394		38,050,676		43,727,582
Plus effect of stock compensation		383,394		305,056		342,826		272,828

Diluted weighted average shares outstanding		38,455,136		38,243,450		38,393,502		44,000,410

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(DOLLARS IN THOUSANDS)


	Nine months ended January 31,
	2012			2011
Cash flows from operations:
Net earnings	$	93,722			71,853
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization		70,943			60,373
Other amortization		343			348
Stock based compensation		2,657			1,305
Loss on sale and disposal of property and equipment		1,201			239
Deferred income taxes		44,897			39,721
Excess tax benefits related to stock option exercises		(564	)		(594	)
Loss on early retirement of debt		—			11,350
Changes in assets and liabilities:
Receivables		2,683			(4,092	)
Inventories		126			(3,396	)
Prepaid expenses		(666	)		(449	)
Accounts payable		(30,491	)		13,918
Accrued expenses		13,257			16,404
Income taxes		26,167			(24,178	)
Other, net		(45	)		(390	)

Net cash provided by operations		224,230			182,412

Cash flows from investing:
Purchase of property and equipment		(184,603	)		(155,353	)
Payments for acquisition of stores, net of cash acquired		(37,726	)		(101,040	)
Proceeds from sale of property and equipment		1,294			1,245

Net cash used in investing activities		(221,035	)		(255,148	)

Cash flows from financing:
Proceeds from long-term debt		—			569,000
Payments of long-term debt		(1,192	)		(68,836	)
Net borrowings of short-term debt		(600	)		9,000
Proceeds from exercise of stock options		1,927			3,465
Payments of cash dividends		(17,128	)		(15,341	)
Repurchase of common stock		—			(501,026	)
Payments of prepayment penalties		—			(11,350	)
Excess tax benefits related to stock option exercises		564			594

Net cash used in financing activities		(16,429	)		(14,494	)

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)


	Nine months ended January 31,
	2012			2011
Net decrease in cash and cash equivalents		(13,234	)		(87,230	)
Cash and cash equivalents at beginning of the period		59,572			151,676

Cash and cash equivalents at end of the period	$	46,338			64,446

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION


	Nine months ended January 31,
	2012			2011
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	17,841			16,934
Income taxes		(16,800	)		27,332

See notes to unaudited condensed consolidated financial statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(Dollars in Thousands, Except Share and Per Share Amounts)

1. Presentation of Financial Statements

The accompanying condensed consolidated financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.

2. Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 2012 and April 30, 2011, and the results of operations for the three months and nine months ended January 31, 2012 and 2011, and cash flows for the nine months ended January 31, 2012 and 2011.

3. Revenue Recognition

The Company recognizes retail sales of gasoline, grocery and general merchandise, prepared food and fountain and commissions on lottery, prepaid phone cards, and video rentals at the time of the sale to the customer. Vendor rebates in the form of rack display allowances are treated as a reduction in cost of sales and are recognized pro rata over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of sales and are recognized at the time the product is sold.

4. Fair Value Disclosure

The fair value of the Company’s long-term debt excluding capital lease obligations is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company’s long-term debt excluding capital lease obligations was approximately $681,000 and $636,000, respectively, at January 31, 2012 and April 30, 2011. The Company has an aggregate $100,000 line of credit with no balance owed at January 31, 2012 and $600 owed at April 30, 2011.

5. Disclosure of Compensation Related Costs, Share Based Payments

The 2009 Stock Incentive Plan (the “Plan”), was approved by the Board in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the “Prior Plans”). There are 4,428,604 shares still available for grant at January 31, 2012. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to a stock option will reduce the shares available for grant by one, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. On June 10, 2011, restricted stock units with respect to a total of 9,198 shares were granted to certain officers and key employees for the equity component of the 2011 fiscal year incentive compensation award. These awards were granted at no cost to the grantee. These awards will vest on May 1, 2014 and compensation expense is currently being recognized ratably over the vesting period. Additional information regarding the Plan is provided in the Company’s 2009 Proxy Statement.

On June 23, 2011, stock options totaling 441,000 shares were granted to certain officers and key employees at an exercise price equal to the Company’s closing stock price on that day. These awards were granted at no cost to the employee. These awards will vest on June 23, 2014 and compensation expense is currently being recognized ratably over the vesting period.

On June 23, 2011, restricted stock units totaling 15,000 shares were granted to the CEO. This award was also granted at no cost to the employee. This award will vest on June 23, 2014 and compensation expense is currently being recognized ratably over the vesting period.

On September 16, 2011, restricted stock units with respect to a total of 14,000 shares were granted to the non-employee members of the Board. This award was also granted at no cost to the non-employee members of the Board. This award will vest on May 1, 2012 and compensation expense is currently being recognized ratably over the vesting period.

At January 31, 2012, options for shares (which expire between 2012 and 2021) were outstanding for the Plan and Prior Plans. Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:


	Number of Shares			Weighted Average Exercise Price
Outstanding April 30, 2011		775,609		$	23.38
Granted		441,000			44.39
Exercised		(96,700	)		19.93
Forfeited		(3,500	)		36.19

Outstanding at January 31, 2012		1,116,409		$	31.94

At January 31, 2012, all outstanding options had an aggregate intrinsic value of $21,212 and a weighted average remaining contractual life of 7.2 years. The vested options totaled 338,909 shares with a weighted average exercise price of $22.48 per share and a weighted average remaining contractual life of 4.2 years. The aggregate intrinsic value for the vested options as of January 31, 2012, was $9,644. The aggregate intrinsic value for the total of all options exercised during the nine months ended January 31, 2012, was $2,472 and the total fair value of shares granted during the nine months ended January 31, 2012, was $6,461.

Total compensation costs recorded for the nine months ended January 31, 2012 and 2011, respectively, were $2,657 and $1,305 for the stock option and restricted stock unit awards. As of January 31, 2012, there was $5,676 of total unrecognized compensation costs related to the Plan and Prior Plans for stock options and $1,082 of unrecognized compensation costs related to restricted stock units which are expected to be recognized ratably through fiscal 2014.

6. Acquisitions

During the first nine months of fiscal 2012, the Company acquired 33 stores through a variety of single store and multi-store transactions with several unrelated third parties. The stores were valued using a discounted cash flow model on a location by location basis. The acquisitions were recorded by allocating the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

Allocation of the purchase price for the transactions in aggregate is as follows (in thousands):


Assets acquired:
Inventories	$	2,868
Property and equipment		18,765

Total assets		21,633

Liabilities assumed:
Accrued expenses		271

Total liabilities		271

Net tangible assets acquired, net of cash		21,362
Goodwill and other intangible assets		16,364

Total consideration paid, net of cash acquired	$	37,726

The allocation of the purchase price to assets acquired and liabilities assumed is preliminary pending finalization of management’s analysis.

The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the first fiscal year of the periods presented (amounts in thousands, except per share data):


	Nine months ended January 31,
	2012		2011
Total revenues	$	5,262,880		4,193,013
Net earnings		94,506		74,022
Earnings per common share:
Basic	$	2.48		1.69
Diluted	$	2.46		1.68

7. Commitments and Contingencies

The Company is named as a defendant in four lawsuits (“hot fuel” cases) brought in the federal courts in Kansas and Missouri against a variety of gasoline retailers. The complaints generally allege that the Company, along with numerous other retailers, has misrepresented gasoline volumes dispensed at its pumps by failing to compensate for expansion that occurs when fuel is sold at temperatures above 60°F. Fuel is measured at 60°F in wholesale purchase transactions and computation of motor fuel taxes in Kansas and Missouri. The complaints all seek certification as class actions on behalf of gasoline consumers within those two states, and one of the complaints also seeks certification for a class consisting of gasoline consumers in all states. The actions generally seek recovery for alleged violations of state consumer protection or unfair merchandising practices statutes, negligent and fraudulent misrepresentation, unjust enrichment, civil conspiracy, and violation of the duty of good faith and fair dealing; several seek injunctive relief and punitive damages. The amounts sought are not quantified.

These actions are among a total of 45 similar lawsuits that have been filed since November 2006 in 27 jurisdictions, including 25 states, the District of Columbia, and Guam against a wide range of defendants that produce, refine, distribute and/or market gasoline products in the United States. On June 18, 2007, the Federal Judicial Panel on Multidistrict Litigation ordered that all of the pending hot fuel cases (officially, the “Motor Fuel Temperature Sales Practices Litigation”) be transferred to the U.S. District Court for the District of Kansas in Kansas City, Kansas, for coordinated or consolidated pretrial proceedings, including rulings on discovery matters, various pretrial motions, and class certification. Discovery efforts by both sides were substantially completed during the ensuing months, and the plaintiffs filed motions for class certification in each of the pending lawsuits.

In a Memorandum and Order entered on May 28, 2010, the Court ruled on the Plaintiffs’ Motion for Class Certification in two cases originally filed in the U.S. District Court for the District of Kansas, American Fiber & Cabling, LLC v. BP West Coast Products, LLC, et. al., Case No. 07-2053, and Wilson v. Ampride, Inc., et. al., Case No. 06-2582, in which the Company is a named Defendant. The Court determined that it could not certify a class

as to claims against the Company in the American Fiber & Cabling case, having decided that the named Plaintiff had no standing to assert such claims. However, in the Wilson case the Court certified a class as to the liability and injunctive aspects of the Plaintiff’s claims for unjust enrichment and violation of the Kansas Consumer Protection Act (KCPA) against the Company and several other Defendants. With respect to claims for unjust enrichment, the class certified consists of all individuals and entities (except employees or affiliates of the Defendants) that, at any time between January 1, 2001 and the present, purchased motor fuel at retail at a temperature greater than 60°F, in the state of Kansas, from a gas station owned, operated, or controlled by one or more of the Defendants. As to claims for violation of the KCPA, the class certified is limited to all individuals, sole proprietors and family partnerships (excluding employees or affiliates of Defendants) that made such purchases.

The Court also ordered the parties to show cause in writing why the Wilson case and the American Fiber & Cabling case should not be consolidated for all purposes. The matter is now under consideration by the Court. The court has scheduled the trial to commence on May 7, 2012. Management cannot estimate or quantify the relief sought nor the amount of possible loss or potential range of loss related to these actions. Management does not believe the Company is liable to the Plaintiffs for the conduct complained of, and intends to contest the matter vigorously.

From time to time we may be involved in other legal and administrative proceedings or investigations arising from the conduct of our business operations, including contractual disputes; employment or personnel matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for compensatory or exemplary damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is our opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on our consolidated financial position and results of operation.

8. Income Tax Contingencies

The total amount of gross unrecognized tax benefits was $6,148 at April 30, 2011. At January 31, 2012, we had a total of $8,080 in gross unrecognized tax benefits. Of this amount, $5,252 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $344 at January 31, 2012 and $245 at April 30, 2011. Net interest and penalties included in income tax expense for the nine months ended January 31, 2012 was an expense of $99 and an expense of $128 for the same period of 2011. These unrecognized tax benefits relate to certain federal and state income tax filing positions claimed for our corporate subsidiaries.

A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These

changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. The Company currently has no ongoing federal income tax examinations. One state has an examination in progress. The Company did not have any outstanding litigation related to tax matters. At this time, management expects the aggregate amount of unrecognized tax benefits to decrease by approximately $1,411 within the next 12 months. This expected decrease is due to the expiration of statute of limitations related to certain federal and state income tax filing positions.

The statute of limitations for federal income tax filings remains open for the years 2008 and forward. Tax years 2005 and forward are subject to audit by state tax authorities depending on the tax code of each state.

9. Recent Accounting Pronouncements

Effective May 1, 2012, we will adopt new guidance that is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. The fair value calculation for goodwill will not be required unless we conclude, based on the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its book value. If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current GAAP must be completed; otherwise, goodwill is deemed to be not impaired and no further testing is required until the next annul test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business). The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. It is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, but early adoption is permitted. We do not expect it to have a material impact on our consolidated financial statements.

10. Subsequent Events

Events that have occurred subsequent to January 31, 2012 have been evaluated for disclosure through the filing date of this Quarterly Report on Form 10-Q with the SEC.

11. Risk Factors

The Company’s financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statements included in Item 2 of this Form 10-Q and in the “Risk Factors” described in Item 1A of the Annual Report on Form 10-K for the fiscal year ended April 30, 2011. These interim condensed consolidated financial statements should be read in conjunction with those disclosures.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

Overview

Casey’s General Stores, Inc. (“Casey’s”) and its wholly-owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company”) operate convenience stores under the name “Casey’s General Store” and “Just Diesel” (hereinafter collectively referred to as “Casey’s Store” or “Stores”) in eleven Midwestern states, primarily Iowa, Missouri and Illinois. On January 31, 2012, there were a total of 1,686 Casey’s Stores in operation. All stores offer gasoline for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. The Company derives its revenue primarily from the retail sale of gasoline and the products offered in its stores.

Approximately 59% of all Casey’s Stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Casey’s Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general merchandise items to stores. At January 31, 2012, the Company owned the land at 1,665 locations and the buildings at 1,672 locations, and leased the land at 21 locations and the buildings at 14 locations.

The Company reported basic earnings per common share of $0.44 for the third quarter of fiscal 2012. For the same quarter a year-ago, basic earnings per common share were $0.34. The third quarter of fiscal 2011 results include $1,725 in legal and advisory fees pertaining to the evaluation of the unsolicited offer and related actions by Alimentation Couche-Tard, Inc. (“Couche-Tard”) and the evaluation of a proposal from 7-Eleven, Inc. (“7-Eleven”). Without those expenses, basic earnings per common share would have been approximately $0.37 for the year-ago quarter.

During the third fiscal quarter, the Company completed ten new-store constructions, opened five replacement stores, and closed one store. The annual goal is to increase the number of stores by 4% to 6%.

The third quarter results reflected a 2.4% decrease in same-store gasoline gallons sold, with an average margin of approximately 13.6 cents per gallon. The Company policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions. During the quarter, the Company continued to benefit from a responsive pricing environment.

Same store sales of grocery and other merchandise increased 6.3% and prepared foods and fountain increased 12.6% during the third quarter. Operating expenses increased 11.7% in the quarter primarily due to 68 more stores in operation compared to the same period a year ago, 145 additional stores converted to 24 hour operations, a $2,151 increase in credit card fees and higher transportation costs associated with higher fuel prices.

The increased retail price of gasoline in recent months has generally had an adverse impact on consumer disposable income in the Midwest. These conditions have somewhat lowered the overall demand for gasoline and the merchandise sold in stores, and management believes customers often are “trading down” to less expensive items inside the store. Also, inflationary pressures in commodity costs have had an adverse effect on the gross profit margin in the prepared food and fountain category. For further information concerning the Company’s operating environment and certain of the conditions that may affect future performance, see the “Cautionary Statements” at the end of this Item 2.

Three Months Ended January 31, 2012 Compared to

Three Months Ended January 31, 2011

(Dollars and Amounts in Thousands)


Three months ended 1/31/12	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,141,230			311,199			118,750			7,771			1,578,950
Gross profit		49,180			99,099			72,714			7,757			228,750
Margin		4.3	%		31.8	%		61.2	%		99.8	%		14.5	%

Gasoline gallons		360,773

Three months ended 1/31/11	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	991,143			276,075			100,189			6,792			1,374,199
Gross profit		48,101			85,385			62,266			6,779			202,531
Margin		4.9	%		30.9	%		62.1	%		99.8	%		14.7	%

Gasoline gallons		347,029

Total revenue for the third quarter of fiscal 2012 increased by $204,751 (14.9%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $150,087 (15.1%) as the number of gallons sold increased by 13,744 (4%) while the average retail price per gallon increased 10.8%. During this same period, retail sales of grocery and general merchandise increased by $35,124 (12.7%), primarily due to increases in sales of tobacco products, sports and energy drinks, other beverages, and 68 more stores in operation. Prepared food and fountain sales also increased by $18,561 (18.5%), due to our remodel program, the addition of kitchens to recent acquisitions, 145 additional stores converted to 24 hour operations, and 68 more stores in operation .

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and automated teller machine (ATM) commissions received and car wash revenues. These revenues increased $979 (14.4%) for the third quarter of fiscal 2012 primarily due to the increases in lottery commissions from the comparable period in the prior year.

Total gross profit margin was 14.5% for the third quarter of fiscal 2012, compared to 14.7% for the comparable period in the prior year. The gross profit margin on retail gasoline sales decreased to (4.3%) during the third quarter of fiscal 2012 from the third quarter of the prior year (4.9%). The gross profit margin per gallon also decreased

slightly (to $.1363) in the third quarter of fiscal 2012 from the comparable period in the prior year ($.1386). The gross profit margin on retail sales of grocery and other merchandise increased (to 31.8%) from the comparable period in the prior year (30.9%), primarily due to the increased contribution of higher-margin items driven by our new store design and remodel program, as well as favorable weather comparisons. The prepared food margin decreased (to 61.2%) from the comparable period in the prior year (62.1%), primarily due to higher commodity costs.

Operating expenses increased 11.7% in the third quarter of fiscal 2012 from the comparable period in the prior year. The third quarter of fiscal 2011 included a $1,725 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard. Without these charges in the comparable period, operating expenses would have increased 13%, primarily due to 68 more stores in operation, 145 additional stores converted to 24 hour operations, a $2,151 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago. Operating expenses as a percentage of total revenue were 10.7% for the third quarter of fiscal 2012 compared to 11% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by the increase in revenues due to the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 18.5% to $24,616 in the third quarter of fiscal 2012 from $20,769 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.

The effective tax rate decreased 350 basis points to 36.2% in the third quarter of fiscal year 2012 from 39.7% in the third quarter of fiscal year 2011. The decrease in the effective tax rate was primarily due to higher federal tax credits for the current year. However, this result was partially offset by a higher taxable income.

Net earnings increased by $3,824 (29.7%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, and prepared food and fountain. However, this was partially offset by increases in operating expenses and depreciation and amortization.

Nine Months Ended January 31, 2012 Compared to

Nine Months Ended January 31, 2011

(Dollars and Amounts in Thousands)


Nine months ended 1/31/12	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	3,807,642			1,034,187			371,431			22,040			5,235,300
Gross profit		177,189			334,049			225,215			21,997			758,450
Margin		4.7	%		32.3	%		60.6	%		99.8	%		14.5	%

Gasoline gallons		1,116,684

Nine months ended 1/31/11	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	2,855,413			902,181			309,754			18,397			4,085,745
Gross profit		159,762			291,065			194,697			18,355			663,879
Margin		5.6	%		32.3	%		62.9	%		99.8	%		16.2	%

Gasoline gallons		1,059,146

Total revenue for the first nine months of fiscal 2012 increased by $1,149,555 (28.1%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $952,229 (33.3%) as the number of gallons sold increased by 57,538 (5.4%) while the average retail price per gallon increased 26.5%. During this same period, retail sales of grocery and general merchandise increased by $132,006 (14.6%), primarily due to increases in sales of tobacco products, sports and energy drinks, other beverages, and 68 more stores in operation. Prepared food and fountain sales also increased by $61,677 (19.9%), due to our remodel program, the addition of kitchens to recent acquisitions, 145 additional stores converted to 24 hour operations,and 68 more stores in operation and .

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and ATM commissions received and car wash revenues. These revenues increased $3,643 (19.8%) for the first nine months of fiscal 2012 primarily due to the increases in lottery commissions and car wash revenues from the comparable period in the prior year.

Total gross profit margin was 14.5% for the first nine months of fiscal 2012, compared to 16.2% for the comparable period in the prior year. The gross profit margin on retail gasoline sales decreased (to 4.7%) during the first nine months of fiscal 2012 from the comparable period of the prior year (5.6%). However, the gross profit margin per gallon increased (to $.1587) in the first nine months of fiscal 2012 from the comparable period in the prior year ($.1508), primarily due to the competitive response of many gasoline retailers to the movement of wholesale costs. The gross profit margin on retail sales of grocery and other merchandise remained constant with the comparable period in the prior year (32.3%). The prepared food margin decreased (to 60.6%) from the comparable period in the prior year (62.9%), primarily due to higher commodity costs.

Operating expenses increased 12.1% in the first nine months of fiscal 2012 from the comparable period in the prior year. The first nine months of fiscal 2011 included a $16,038 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard and the proposal from 7-Eleven. Without these charges in the comparable period, operating expenses would have increased 16.2%, primarily due to 68 more stores in operation, 145 additional stores converted to 24 hour operations, a $13,931 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago. Operating expenses as a percentage of total revenue were 9.8% for the first nine months of fiscal 2012 compared to 11.2% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by higher gasoline revenues resulting from the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 17.5% to $70,943 in the first nine months of fiscal 2012 from $60,373 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.

Interest expense increased $6,811 (34.7%) in the first nine months of fiscal 2012 from the comparable period in the prior year, primarily due to the additional $569,000 principal amount outstanding on the 5.22% Senior Notes issued on August 9, 2010.

The effective tax rate decreased 80 basis points to 36.9% for the first nine months of fiscal year 2012 from 37.7% for the comparable period of the prior year. The net decrease in the effective tax rate was primarily due to higher federal tax credits for the current year, partially offset by an increase in uncertain tax positions related to state filing positions in prior years.

Net earnings increased by $21,869 (30.4%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, prepared food and fountain, and the loss on early retirement of debt in fiscal 2011. However, this was partially offset by increases in operating expenses, depreciation and amortization, and interest expense.

Critical Accounting Policies

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations.

Inventory. Inventories, which consist of merchandise and gasoline, are stated at the lower of cost or market. For gasoline, cost is determined through the use of the first-in, first-out (FIFO) method. For merchandise inventories, cost is determined through the use of the last-in, first-out (LIFO) method applied to inventory values determined primarily by the FIFO method for warehouse inventories and the retail inventory method (RIM) for store inventories, except for cigarettes, beer, pop, and prepared foods, which are valued at cost. RIM is an averaging method widely used in the retail industry because of its practicality.

Under RIM, inventory valuations are at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to sales. Inherent in the RIM calculations are certain management judgments and estimates that could affect the ending inventory valuation at cost and the resulting gross margins.

Vendor allowances include rebates and other funds received from vendors to promote their products. The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor rebates in the form of rack display allowances are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of sales and are recognized at the time the product is sold.

Goodwill. Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of January 31, 2012, there was $104,386 of goodwill. Management’s analysis of recoverability completed as of the fiscal year end yielded no evidence of impairment and no events have occurred since the annual test indicating a potential impairment.

Long-lived Assets. The Company periodically monitors under-performing stores to assess whether the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, a further analysis of the amount of potential impairment is performed. The impairment loss is based on the estimated amount by which carrying value exceeds fair value of the asset group. Fair value is based on management’s estimate of the future cash flows to be generated and the amount that could be realized from the sale of assets in a current transaction between willing parties. The estimate is derived from offers, actual sale or disposition of assets subsequent to the reporting period, and other indications of fair value. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis. Management expects to continue its on-going evaluation of under-performing stores, and

may periodically sell specific stores where further operational and marketing efforts are not likely to improve their performance. The Company incurred impairment charges of $157 and $159 during the nine months ended January 31, 2012 and 2011, respectively. Impairment charges are a component of operating expenses.

Self-insurance. The Company is primarily self-insured for employee health care, workers’ compensation, general liability, and automobile claims. The self-insurance claim liability is determined actuarially based on claims filed and an estimate of claims incurred but not yet reported. Actuarial projections of the losses are employed due to the high degree of variability in the liability estimates. Some factors affecting the uncertainty of claims include the time frame of development, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends. The liability is not discounted.

Liquidity and Capital Resources (Dollars in Thousands)

Due to the nature of the Company’s business, cash provided by operations is the Company’s primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of January 31, 2012, the Company’s ratio of current assets to current liabilities was .92 to 1. The ratio at January 31, 2011 and April 30, 2011 was 1.03 to 1 and 1 to 1, respectively. Management believes that the Company’s current aggregate $100,000 bank line of credit, together with cash flow from operations will be sufficient to satisfy the working capital needs of our business.

Net cash provided by operations increased $41,818 (22.9%) in the nine months ended January 31, 2012 from the comparable period in the prior year, primarily as a result of increases in net earnings, depreciation and amortization, deferred income taxes, and the decrease in the income tax receivable. This result was partially offset by the decrease in accounts payable. Cash used in investing in the nine months ended January 31, 2012 decreased due to the decrease in the store acquisition activity, partially offset by an increase in cash paid for purchases of property and equipment. Cash used in financing increased, primarily due to the increase in dividends paid.

Capital expenditures represent the single largest use of Company funds. Management believes that by acquiring and reinvesting in stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first nine months of fiscal 2012, the Company expended $222,329 primarily for property and equipment, resulting from the construction, acquisition and remodeling of stores, compared to $256,393 for the comparable period in the prior year. At the beginning of the year, the Company had anticipated expending between $204,000 and $267,000 in fiscal 2012 for construction, acquisition and remodeling of stores, primarily from existing cash and funds generated by operations. The Company currently anticipates expending between $40,000 and $60,000 during the final quarter of fiscal 2012.

As of January 31, 2012, the Company had long-term debt, net of current maturities, of $673,113 consisting of $569,000 in principal amount of 5.22% Senior Notes, $95,000 in principal amount of 5.72% Senior Notes, Series A and B, and $9,113 of capital lease obligations.

To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of 6-1/4% Convertible Subordinated Debentures (which were converted into shares of Common Stock in 1994), the Senior Notes, a mortgage note, existing cash, and funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of stores are expected to be met from cash generated by operations, the bank line of credit, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.

Cautionary Statements (Dollars in Thousands)

This Form 10-Q, including the foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company’s cash balances and cash generated from operations and financing activities for the Company’s future liquidity and capital resource needs. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitations, the following factors described more completely in the Form 10-K for the fiscal year ended April 30, 2011:

Competition. The Company’s business is highly competitive, and marked by ease of entry and constant change in terms of the numbers and type of retailers offering the products and services found in stores. Many of the food (including prepared foods) and non-food items similar or identical to those sold by the Company are generally available from a variety of competitors in the communities served by stores, and the Company competes with other convenience store chains, gasoline stations, supermarkets, drug stores, discount stores, club stores, mass merchants and “fast-food” outlets (with respect to the sale of prepared foods). Sales of such non-gasoline items (particularly prepared food items) have contributed substantially to the Company’s gross profits from retail sales in recent years. Gasoline sales are also intensely competitive. The Company competes with both independent and national brand gasoline stations in the sale of gasoline, other convenience store chains and several non-traditional gasoline retailers such as supermarkets in specific markets. Some of these other gasoline retailers may

have access to more favorable arrangements for gasoline supply then do the Company or the firms that supply its stores. Some of the Company’s competitors have greater financial, marketing and other resources than the Company, and, as a result, may be able to respond better to changes in the economy and new opportunities within the industry.

Gasoline operations. Gasoline sales are an important part of the Company’s sales and earnings, and retail gasoline profit margins have a substantial impact on the Company’s net earnings. Profit margins on gasoline sales can be adversely affected by factors beyond the control of the Company, including the supply of gasoline available in the retail gasoline market, uncertainty or volatility in the wholesale gasoline market, increases in wholesale gasoline costs generally during a period and price competition from other gasoline marketers. The market for crude oil and domestic wholesale petroleum products is marked by significant volatility, and is affected by general political conditions and instability in oil producing regions such as the Middle East and South America. The volatility of the wholesale gasoline market makes it extremely difficult to predict the impact of future wholesale cost fluctuation on the Company’s operating results and financial conditions. These factors could materially impact the Company’s gasoline gallon volume, gasoline gross profit and overall customer traffic levels at stores. Any substantial decrease in profit margins on gasoline sales or in the number of gallons sold by stores could have a material adverse effect on the Company’s earnings.

The Company purchases its gasoline from a variety of independent national and regional petroleum distributors. Although in recent years the Company’s suppliers have not experienced any difficulties in obtaining sufficient amounts of gasoline to meet the Company’s needs, unanticipated national and international events could result in a reduction of gasoline supplies available for distribution to the Company. Any substantial curtailment in gasoline supplied to the Company could adversely affect the Company by reducing its gasoline sales. Further, management believes that a significant amount of the Company’s business results from the patronage of customers primarily desiring to purchase gasoline and, accordingly, reduced gasoline supplies could adversely affect the sale of non-gasoline items. Such factors could have a material adverse impact upon the Company’s earnings and operations.

Tobacco Products. Sales of tobacco products represent a significant portion of the Company’s revenues. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as national and local campaigns to further regulate and discourage smoking in the United States, have had, and are expected to continue having, an adverse effect on the demand for cigarettes sold by Company stores. The Company attempts to pass price increases onto its customers, but competitive pressures in specific markets may prevent it from doing so. These factors could materially impact the retail price of cigarettes, the volume of cigarettes sold by stores and overall customer traffic, and have a material adverse impact on the Company’s earnings and profits.

Environmental Compliance Costs. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double-wall construction, over-fill protection and electronic tank monitoring. The Company currently has 3,960 USTs, of which 3,133 are fiberglass and 827 are steel. Management believes that its existing gasoline procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations.

Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In each of the years ended April 30, 2011 and 2010, the Company spent approximately $648 and $1,083, respectively, for assessments and remediation. During the nine months ended January 31, 2012, the Company expended approximately $840 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of January 31, 2012, approximately $14,169 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for non-compliance with upgrade provisions or other applicable laws. No amounts are currently expected to be repaid. The Company has an accrued liability at January 31, 2012 of approximately $346 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties.

Although the Company regularly accrues expenses for the estimated costs related to its future corrective action or remediation efforts, there can be no assurance that such accrued amounts will be sufficient to pay such costs, or that the Company has identified all environmental liabilities at all of its current store locations. In addition, there can be no assurance that the Company will not incur substantial expenditures in the future for remediation of contamination or related claims that have not been discovered or asserted with respect to existing store locations or locations that the Company may acquire in the future, or that the Company will not be subject to any claims for reimbursement of funds disbursed to the Company under the various state programs or that additional regulations, or amendments to existing regulations, will not require additional expenditures beyond those presently anticipated.

Other Factors. Other factors and risks that may cause actual results to differ materially from those in the forward-looking statements include the risk that our cash balances and cash generated from operations and financing activities will not be sufficient for our future liquidity and capital resource needs, tax increases, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, and weather conditions; the increased indebtedness that the Company has incurred to purchase shares of our common stock in

our self tender offer; and the other risks and uncertainties included from time to time in our filings with the SEC. We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations. We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations. We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer. Our first priority is to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk. We mitigate default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of January 31, 2012 would have no material effect on pretax earnings.

In the past, we have used derivative instruments such as options and futures to hedge against the volatility of gasoline cost and were at risk for possible changes in the market value of these derivative instruments. No such derivative instruments were used during the nine months ended January 31, 2012 and 2011. However, we do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

Item 4.

Controls and Procedures.

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

The information required by this Item is set forth in Note 7 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q and is incorporated herein by this reference.

Item 1A.

Risk Factors

There have been no material changes in our “risk factors” from those disclosed in our 2011 Annual Report on Form 10-K.

Item 6.

Exhibits.

The following exhibits are filed with this Report or, if so indicated, incorporated by reference.


Exhibit No.		Description

3.1		Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996) and Articles of Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 16, 2010, as amended by the Current Report on Form 8-K/A filed April 19, 2010, and the Current Report on Form 8-K filed May 20, 2011).

3.2(a)		Second Amended and Restated By-laws (incorporated by reference from the Current Report on Form 8-K filed June 16, 2009) and Amendments thereto (incorporated by reference from the Current Report on Form 8-K filed May 20, 2011 and the Current Report on Form 8-K filed August 2, 2011).

4.8		Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers of the 5.72% Senior Notes, Series A and Series B (incorporated by reference from the Current Report on Form 8-K filed September 29, 2006).

4.9		Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference from the Current Report on Form 8-K filed August 10, 2010).

21(a)		Subsidiaries of Casey’s General Stores, Inc. (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010).

31.1		Certification of Robert J. Myers under Section 302 of the Sarbanes Oxley Act of 2002

31.2		Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002

32.1		Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002

32.2		Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document



101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

101. DEF*		XBRL Taxonomy Extension Definition Linkbase Document

Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files in these exhibits are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURE

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.

EXHIBIT INDEX

The following exhibits are filed herewith:


Exhibit No.		Description

31.1		Certification of Robert J. Myers under Section 302 of the Sarbanes Oxley Act of 2002

31.2		Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002

32.1		Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002

32.2		Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

101. DEF*		XBRL Taxonomy Extension Definition Linkbase Document

CASEY’S GENERAL STORES, INC.

Date: March 8, 2012

/s/ William J. Walljasper

William J. Walljasper

Senior Vice President & Chief Financial Officer

(Authorized Officer and Principal

Financial and Accounting Officer)