SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~October 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 SE Convenience Blvd., Ankeny, Iowa

(Address of principal executive offices)

50021

(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

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, no par value per share	CASY	The NASDAQ Global Select Market

Securities Registered pursuant to Section 12(g) of the Act

NONE

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 ☒ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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 ~~September 1,~~December 7, 2023
Common stock, no par value per share						~~37,266,636~~37,108,652 shares

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CASEY’S GENERAL STORES, INC.

INDEX


			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
		Condensed consolidated balance sheets---~~July~~October 31, 2023 and April 30, ~~202~~3 2023 (unaudited)	4
		Condensed consolidated statements of income---three and six months ended J ~~uly~~October 31, 2023 and 2022 (unaudited)	5
		Condensed consolidated statement of shareholders' equity---~~three~~six months ended J ulOctober y 31, 2023 and 2022 (unaudited)	6
		Condensed consolidated statements of cash flows--- ~~three~~six months ended J ulOctober y 31, 2023 and 2022 (unaudited)	7
		Notes to unaudited condensed consolidated financial statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1922
	Item 4.	Controls and Procedures	1922
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	1922
	Item 1A.	Risk Factors	1922
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2023
	Item 6.	Exhibits	2124
SIGNATURE			2225

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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)


		July 31, 2023		April 30, 2023			October 31, 2023		April 30, 2023
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	439,112	$	378,869	Cash and cash equivalents	$	409,891	$	378,869
Receivables	Receivables	133,726		120,547		Receivables	146,976		120,547
Inventories	Inventories	424,728		376,085		Inventories	418,901		376,085
Prepaid expenses	Prepaid expenses	24,625		22,107		Prepaid expenses	32,800		22,107

Income taxes receivable	Income taxes receivable	—		23,347		Income taxes receivable	2,142		23,347
Total current assets	Total current assets	1,022,191		920,955		Total current assets	1,010,710		920,955
Other assets, net of amortization	Other assets, net of amortization	191,900		192,153		Other assets, net of amortization	204,458		192,153
Goodwill	Goodwill	618,477		615,342		Goodwill	619,667		615,342
Property and equipment, net of accumulated depreciation of $2,694,571 at July 31, 2023 and $2,620,149 at April 30, 2023		4,229,784		4,214,820
Property and equipment, net of accumulated depreciation of $2,762,677 at October 31, 2023 and $2,620,149 at April 30, 2023						Property and equipment, net of accumulated depreciation of $2,762,677 at October 31, 2023 and $2,620,149 at April 30, 2023	4,392,626		4,214,820
Total assets	Total assets	$	6,062,352	$	5,943,270	Total assets	$	6,227,461	$	5,943,270


Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity					Liabilities and Shareholders' Equity
Current liabilities:	Current liabilities:					Current liabilities:

Current maturities of long-term debt and finance lease obligations	Current maturities of long-term debt and finance lease obligations	$	53,640	$	52,861	Current maturities of long-term debt and finance lease obligations	$	53,166	$	52,861
Accounts payable	Accounts payable	570,485		560,546		Accounts payable	601,310		560,546
Accrued expenses	Accrued expenses	294,873		313,718		Accrued expenses	295,350		313,718
Income taxes payable		15,001		—

Total current liabilities	Total current liabilities	933,999		927,125		Total current liabilities	949,826		927,125
Long-term debt and finance lease obligations, net of current maturities	Long-term debt and finance lease obligations, net of current maturities	1,598,524		1,620,513		Long-term debt and finance lease obligations, net of current maturities	1,596,786		1,620,513
Deferred income taxes	Deferred income taxes	559,493		543,598		Deferred income taxes	582,825		543,598
Insurance accruals, net of current portion	Insurance accruals, net of current portion	32,070		32,312		Insurance accruals, net of current portion	34,064		32,312
Other long-term liabilities	Other long-term liabilities	161,971		159,056		Other long-term liabilities	166,569		159,056
Total liabilities	Total liabilities	3,286,057		3,282,604		Total liabilities	3,330,070		3,282,604
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, no par value	Preferred stock, no par value	—		—		Preferred stock, no par value	—		—
Common stock, no par value	Common stock, no par value	72,643		110,037		Common stock, no par value	51,117		110,037
Retained earnings	Retained earnings	2,703,652		2,550,629		Retained earnings	2,846,274		2,550,629
Total shareholders’ equity	Total shareholders’ equity	2,776,295		2,660,666		Total shareholders’ equity	2,897,391		2,660,666
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	6,062,352	$	5,943,270	Total liabilities and shareholders' equity	$	6,227,461	$	5,943,270

See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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


		Three Months Ended July 31,				Three Months Ended October 31,				Six Months Ended October 31,
		2023		2022				2023		2022		2023		2022
Total revenue	Total revenue	$	3,869,251	$	4,454,644		Total revenue	$	4,064,400	$	3,978,575	$	7,933,651	$	8,433,219
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	2,991,497		3,618,394			Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	3,178,839		3,167,633		6,170,336		6,786,027

Operating expenses	Operating expenses	560,855		543,271			Operating expenses	579,703		539,207		1,140,558		1,082,478
Depreciation and amortization	Depreciation and amortization	82,905		76,295			Depreciation and amortization	85,598		78,117		168,503		154,412
Interest, net	Interest, net	12,495		13,816			Interest, net	12,306		13,502		24,801		27,318
Income before income taxes	Income before income taxes	221,499		202,868			Income before income taxes	207,954		180,116		429,453		382,984
Federal and state income taxes	Federal and state income taxes	52,262		49,936			Federal and state income taxes	49,172		42,561		101,434		92,497
Net income	Net income	$	169,237	$	152,932		Net income	$	158,782	$	137,555	$	328,019	$	290,487
Net income per common share	Net income per common share						Net income per common share
Basic	Basic	$	4.54	$	4.11		Basic	$	4.27	$	3.69	$	8.80	$	7.80
Diluted	Diluted	$	4.52	$	4.09		Diluted	$	4.24	$	3.67	$	8.76	$	7.75
Basic weighted average shares outstanding	Basic weighted average shares outstanding	37,300,952		37,222,943			Basic weighted average shares outstanding	37,227,932		37,277,080		37,264,442		37,250,580
Plus effect of stock compensation	Plus effect of stock compensation	155,187		186,762			Plus effect of stock compensation	203,143		246,679		187,811		215,335
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	37,456,139		37,409,705			Diluted weighted average shares outstanding	37,431,075		37,523,759		37,452,253		37,465,915

Dividends declared per share	Dividends declared per share	$	0.43	$	0.38		Dividends declared per share	$	0.43	$	0.38	$	0.86	$	0.76

See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

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


		Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity			Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity

Balance at April 30, 2023	Balance at April 30, 2023	37,263,248	$	110,037	$	2,550,629	$	2,660,666	Balance at April 30, 2023	37,263,248	$	110,037	$	2,550,629	$	2,660,666
Net income	Net income	—	—		169,237		169,237		Net income	—	—		169,237		169,237
Dividends declared (43 cents per share)	Dividends declared (43 cents per share)	—	—		(16,214)		(16,214)		Dividends declared (43 cents per share)	—	—		(16,214)		(16,214)

Repurchase of common stock	Repurchase of common stock	(123,569)	(29,893)		—		(29,893)		Repurchase of common stock	(123,569)	(29,893)		—		(29,893)
Share-based compensation (net of tax withholding on employee share-based awards)	Share-based compensation (net of tax withholding on employee share-based awards)	126,774	(7,501)		—		(7,501)		Share-based compensation (net of tax withholding on employee share-based awards)	126,774	(7,501)		—		(7,501)
Balance at July 31, 2023	Balance at July 31, 2023	37,266,453	$	72,643	$	2,703,652	$	2,776,295	Balance at July 31, 2023	37,266,453	72,643		2,703,652		2,776,295
Net income									Net income	—	—		158,782		158,782
Dividends declared (43 cents per share)									Dividends declared (43 cents per share)	—	—		(16,160)		(16,160)
Repurchase of common stock									Repurchase of common stock	(110,481)	(30,391)		—		(30,391)
Share-based compensation (net of tax withholding on employee share-based awards)									Share-based compensation (net of tax withholding on employee share-based awards)	8,223	8,865		—		8,865
Balance at October 31, 2023									Balance at October 31, 2023	37,164,195	$	51,117	$	2,846,274	$	2,897,391


		Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity			Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity

Balance at April 30, 2022	Balance at April 30, 2022	37,111,667	$	79,412	$	2,161,426	$	2,240,838	Balance at April 30, 2022	37,111,667	$	79,412	$	2,161,426	$	2,240,838
Net income	Net income	—	—		152,932		152,932		Net income	—	—		152,932		152,932
Dividends declared (38 cents per share)	Dividends declared (38 cents per share)	—	—		(14,431)		(14,431)		Dividends declared (38 cents per share)	—	—		(14,431)		(14,431)
Share-based compensation (net of tax withholding on employee share-based awards)	Share-based compensation (net of tax withholding on employee share-based awards)	138,132	707		—		707		Share-based compensation (net of tax withholding on employee share-based awards)	138,132	707		—		707
Balance at July 31, 2022	Balance at July 31, 2022	37,249,799	$	80,119	$	2,299,927	$	2,380,046	Balance at July 31, 2022	37,249,799	80,119		2,299,927		2,380,046
Net income									Net income	—	—		137,555		137,555
Dividends declared (38 cents per share)									Dividends declared (38 cents per share)	—	—		(14,335)		(14,335)

Share-based compensation (net of tax withholding on employee share-based awards)									Share-based compensation (net of tax withholding on employee share-based awards)	8,823	9,550		—		9,550
Balance at October 31, 2022									Balance at October 31, 2022	37,258,622	$	89,669	$	2,423,147	$	2,512,816

See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(DOLLARS IN THOUSANDS)


		Three months ended July 31,					Six months ended October 31,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	169,237	$	152,932	Net income	$	328,019	$	290,487
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	82,905		76,295		Depreciation and amortization	168,503		154,412
Amortization of debt issuance costs	Amortization of debt issuance costs	278		345		Amortization of debt issuance costs	555		691
Change in excess replacement cost over LIFO inventory valuation						Change in excess replacement cost over LIFO inventory valuation	7,946		16,927
Share-based compensation	Share-based compensation	10,468		16,185		Share-based compensation	19,485		25,875
(Gain) loss on disposal of assets and impairment charges	(Gain) loss on disposal of assets and impairment charges	(1,448)		230		(Gain) loss on disposal of assets and impairment charges	(232)		4,791
Deferred income taxes	Deferred income taxes	15,895		24,727		Deferred income taxes	39,353		25,284

Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Receivables	Receivables	(13,179)		(37,859)		Receivables	(21,897)		(49,463)
Inventories	Inventories	(48,256)		(2,899)		Inventories	(44,714)		(13,904)
Prepaid expenses	Prepaid expenses	(2,518)		(6,504)		Prepaid expenses	(10,693)		(9,875)
Accounts payable	Accounts payable	(4,344)		34,799		Accounts payable	(10,400)		(14,330)
Accrued expenses	Accrued expenses	(20,150)		(7,865)		Accrued expenses	(20,925)		6,224
Income taxes	Income taxes	39,139		23,953		Income taxes	21,992		46,707
Other, net	Other, net	1,104		1,867		Other, net	4,788		2,273
Net cash provided by operating activities	Net cash provided by operating activities	229,131		276,206		Net cash provided by operating activities	481,780		486,099
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of property and equipment	Purchase of property and equipment	(68,903)		(82,070)		Purchase of property and equipment	(175,955)		(177,327)
Payments for acquisition of businesses, net of cash acquired	Payments for acquisition of businesses, net of cash acquired	(13,297)		(1,065)		Payments for acquisition of businesses, net of cash acquired	(139,359)		(2,692)
Proceeds from sales of assets	Proceeds from sales of assets	5,784		5,019		Proceeds from sales of assets	8,291		10,052
Net cash used in investing activities	Net cash used in investing activities	(76,416)		(78,116)		Net cash used in investing activities	(307,023)		(169,967)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payments of long-term debt		(29,665)		(15,998)
Payments of long-term debt and finance lease obligations						Payments of long-term debt and finance lease obligations	(35,135)		(17,302)

Payments of cash dividends	Payments of cash dividends	(14,945)		(13,128)		Payments of cash dividends	(30,988)		(27,292)
Repurchase of common stock	Repurchase of common stock	(29,893)		—		Repurchase of common stock	(59,491)		—
Tax withholdings on employee share-based awards	Tax withholdings on employee share-based awards	(17,969)		(15,478)		Tax withholdings on employee share-based awards	(18,121)		(15,618)
Net cash used in financing activities	Net cash used in financing activities	(92,472)		(44,604)		Net cash used in financing activities	(143,735)		(60,212)


Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	60,243		153,486		Net increase in cash and cash equivalents	31,022		255,920
Cash and cash equivalents at beginning of the period	Cash and cash equivalents at beginning of the period	378,869		158,878		Cash and cash equivalents at beginning of the period	378,869		158,878
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	439,112	$	312,364	Cash and cash equivalents at end of the period	$	409,891	$	414,798

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION


		Three months ended July 31,					Six months ended October 31,
		2023		2022			2023		2022
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest, net of amount capitalized	Interest, net of amount capitalized	$	10,701	$	8,689	Interest, net of amount capitalized	$	31,429	$	25,077
Income taxes, net	Income taxes, net	—		—		Income taxes, net	36,037		17,696

Noncash investing and financing activities:	Noncash investing and financing activities:					Noncash investing and financing activities:
Purchased property and equipment in accounts payable	Purchased property and equipment in accounts payable	42,188		42,008		Purchased property and equipment in accounts payable	78,684		59,236
Right-of-use assets obtained in exchange for new finance lease liabilities	Right-of-use assets obtained in exchange for new finance lease liabilities	8,345		736		Right-of-use assets obtained in exchange for new finance lease liabilities	11,216		2,119
Right-of-use assets obtained in exchange for new operating lease liabilities	Right-of-use assets obtained in exchange for new operating lease liabilities	2,214		—		Right-of-use assets obtained in exchange for new operating lease liabilities	8,273		1,163

See notes to unaudited condensed consolidated financial statements.

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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

As of October 31, 2023, Casey’s General Stores, Inc. and its subsidiaries (hereinafter referred to as the "Company" or "Casey’s") operate ~~2,536~~2,592 convenience stores in 16 states, primarily in the Midwest. Many of the stores are located in smaller communities, often with populations of less than 5,000.

The accompanying condensed consolidated financial statements include the accounts and transactions of Casey's General Stores, Inc. and its direct and indirect wholly-owned subsidiaries. All material intercompany 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 (GAAP) have been condensed or omitted pursuant to such rules and regulations.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position as of ~~July~~October 31, 2023 and April 30, 2023, the results of operations, for the three and six months ended ~~July~~October 31, 2023 and 2022, and shareholders' equity and cash flows for the ~~three~~six months ended ~~July~~October 31, 2023 and 2022. 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. Additionally, see the Form 10-K for the year ended April 30, 2023 for our consideration of new accounting pronouncements.

Certain amounts in prior year have been reclassified to conform to current year presentation.

3. Revenue and Cost of Goods Sold

The Company recognizes retail sales of fuel, grocery and general merchandise, prepared food and dispensed beverage and other revenue at the time of the sale to the guest. Sales taxes collected from guests and remitted to the government are recorded on a net basis in the condensed consolidated statements of income.

A portion of revenue from sales that include ~~a redeemable digital box top coupon or~~ points under our Casey’s Rewards program is deferred. The deferred portion

of the sale represents the value of the estimated future redemption of the ~~digital box top coupon or~~ points. The amounts related to ~~digital box top coupons and~~ points are

deferred until their redemption or expiration. Revenue related to the ~~digital box top coupons and~~ points issued is expected to be recognized less than

one year from the original sale to the guest. As of ~~July~~October 31, 2023 and April 30, 2023, the Company recognized a contract liability of ~~$52,935~~$50,290 and $55,561, respectively, related to the outstanding ~~digital box top coupons and~~ Casey's Rewards ~~points,~~program, which is included in accrued expenses on the condensed consolidated balance sheets. During the current quarter, ~~ended July 31, 2023, the Company recorded a reduction of the liability of $4,800 due to planned changes in~~ the digital box top ~~program.~~program was discontinued and outstanding digital box tops were converted to points.

Gift card related revenue is recognized as the gift cards are used by the guest. Gift card breakage revenue is recognized based on the estimated gift card breakage rate over the pro rata usage of the card. As of ~~July~~October 31, 2023 and April 30, 2023, the Company recognized a liability of ~~$16,563~~$16,291 and $17,463, respectively, related to outstanding gift cards, which is included in accrued expenses on the condensed consolidated balance sheets.

The Company often receives vendor allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor allowances include rebates and other funds received from vendors to promote their products. These amounts are recognized in the period earned based on the applicable rebate agreement. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

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Renewable identification numbers (“RINs”) are assigned to gallons of renewable fuels produced and are used to track compliance with the renewable fuel standard. At times, we purchase fuel components (ethanol, gasoline, biodiesel or

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diesel) and blend those components into a finished product in a fuel truck. This process enables the Company to take title to the RIN assigned to each gallon of ethanol or biodiesel produced. RINs are recorded as a reduction in cost of goods sold at the contracted sales price, in the period when the Company transfers the RIN. The Company does not record inventories on the balance sheet related to RINs, as they are acquired at no cost to the Company.

The Company includes in cost of goods sold the costs incurred to acquire fuel and merchandise, including excise taxes, less vendor allowances, vendor rebates and RINs. Warehousing costs are recorded within operating expenses on the condensed consolidated statements of income.

4. Long-Term Debt and Finance Lease Obligations, Lines of Credit and Fair Value Disclosure

The fair value of the Company’s long-term debt (including current maturities) is estimated based on the current rates offered to the Company for debt of the same or similar issuances. The fair value of the Company’s long-term debt was approximately ~~$1,396,000~~$1,348,000 and $1,437,000 at ~~July~~October 31, 2023 and April 30, 2023, respectively. The fair value calculated excludes finance lease obligations of ~~$100,908~~$101,741 and $95,072 outstanding at ~~July~~October 31, 2023 and April 30, 2023, respectively, which are grouped with long-term debt on the condensed consolidated balance sheets.

Interest, net on the condensed consolidated statements of income is net of interest income of ~~$3,576,~~$4,476 and $0$8,052, for the three and six months ended ~~July~~October 31, 2023, and ~~2022, respectively.~~$1,356 for the three and six months ended October 31, 2022. Interest, net is also net of interest capitalized of ~~$794,~~$686 and ~~$581~~$1,480, for the three and six months ended ~~July~~October 31, 2023, and $700 and $1,281, for the three and six months ended October 31, 2022, respectively.

Revolving Facility

The Company has a credit agreement that provides for an $850,000 unsecured revolving credit facility (“Revolving Facility”). Amounts borrowed under the Revolving Facility bear interest at variable rates based upon, at the Company’s option: (a) either Term SOFR or Daily Simple SOFR, in each case plus 0.10% (with a floor of 0.00%) for the interest period in effect, plus an applicable margin ranging from 1.10% to 1.70% or (b) an alternate base rate, which generally equals the highest of (i) the prime commercial lending rate announced by the Administrative Agent as its “prime rate”, (ii) the federal funds rate plus 1/2 of 1.00%, and (iii) Adjusted Daily Simple SOFR plus 1.00%, each plus an applicable margin ranging from 0.10% to 0.70% and each with a floor of 1.00%. The Revolving Facility carries a facility fee of 0.15% to 0.30% per annum. The applicable margins and facility fee, in each case, are dependent upon the Company’s quarterly Consolidated Leverage Ratio, as defined in the credit agreement. The Company had $0 outstanding under the Revolving Facility at ~~July~~October 31, 2023 and April 30, 2023.

Bank Line

The Company has an additional unsecured bank line of credit (the "Bank Line")~~. Effective June 1,~~ with availability of up to $50,000. As of October 31, 2023, the ~~Bank Line availability was increased from $25,000 to $50,000. The $50,000~~ availability under the Bank Line is encumbered by letters of credits totaling $432. The Bank Line bears interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Bank Line as the Federal Funds Offered Rate (the “Index”). There was $0 outstanding under the Bank Line at ~~July~~October 31, 2023 and April 30, 2023. The Bank Line is due upon demand.

5. Compensation Related Costs and ~~Share Based~~Share-Based Payments

The 2018 Stock Incentive Plan (the “2018 Plan”) was approved by the Company's shareholders on September 5, 2018. Awards under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards. Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award of restricted stock or restricted stock units is counted as two shares against the maximum limit. Restricted stock is transferred immediately upon grant (and may be subject to a holding period), whereas restricted stock units have a vesting period that must expire, and in some cases performance or market conditions that must be satisfied before the stock is transferred. At ~~July~~October 31, 2023, there were ~~1,143,924~~1,142,052 shares available for grant under the 2018 Plan.

We account for ~~stock-based~~share-based compensation by estimating the grant date fair value of time-based and performance-based restricted stock unit awards using the closing price of our common stock on the applicable grant date, or the date on which performance goals for performance-based units are established, if after the grant date. Forfeitures are recognized as they occur.

The time-based awards most commonly vest ratably over a three-year period commencing on the first anniversary of the grant date. The performance-based awards represent a “target” amount; the final amount earned is based on the satisfaction of certain performance measures over a three-year performance period and will range from 0% to 200% of

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~~“target.~~ “target." Additionally, if the Company's relative total shareholder return over the performance period is in the bottom or

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top quartile of the companies comprising the S&P 500, the performance-based shares included will be adjusted downward by 25%, or upward by 25%, ~~respectively.~~respectively (the "TSR Modifier"). The fair value of ~~these~~the awards with the TSR Modifier is determined using a Monte Carlo simulation as of the date of the grant. For market-based awards, the ~~stock-based~~share-based compensation expense will not be adjusted should the target awards vary from actual awards.

We recognize these amounts as an operating expense in our condensed consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement provisions, and updated estimates of shares to be issued under performance-based awards. All awards have been granted at no cost to the grantee.

Information concerning the unvested restricted stock units under the 2018 Plan is presented in the following table:


			Weighted-Average
			Grant Date Fair
		Shares	Value per Share			Shares	Weighted-Average Grant Date Fair Value per Share
Unvested at April 30, 2023	Unvested at April 30, 2023	550,840	$	212	Unvested at April 30, 2023	550,840	$	212
Granted	Granted	129,879	236		Granted	138,046	236
Vested	Vested	(207,043)	194		Vested	(215,897)	195
Forfeited	Forfeited	(6,044)	224		Forfeited	(15,753)	225

Unvested at July 31, 2023		467,632	$	227
Unvested at October 31, 2023					Unvested at October 31, 2023	457,236	$	227

Total share-based compensation costs recorded for employees and non-employee directors for the ~~three~~six months ended ~~July~~October 31, 2023 and 2022, respectively, were ~~$10,468~~$19,485 and ~~$16,185,~~$25,875, related entirely to restricted stock unit awards. As of ~~July~~October 31, 2023, there was ~~$60,290~~$51,050 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal 2027, with a weighted average remaining term of ~~1.6~~1.4 years. The fair value of restricted stock unit awards vested for the ~~three~~six months ended ~~July~~October 31, 2023 was ~~$46,369~~$48,496 as of the applicable vest date. No stock option awards have been granted under the 2018 Plan.

6. Acquisitions

During the six months ended October 31, 2023, the Company acquired 60 stores through a variety of transactions, pursuant to the terms and conditions of the individual asset purchase agreements. The majority of these acquisitions meet the criteria to be considered business combinations. The purchase price of the stores were determined using a discounted cash flow model on a location by location basis, and was paid in cash upon closing using available cash on hand.

The acquisitions were recorded in the financial statements 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 as determined by third party appraisals or internal estimates. Fair values were determined using Level 3 inputs, which are unobservable inputs that are not corroborated by market data. 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 if the acquisition is considered to be a business combination. Goodwill of $4,325 was recognized as the result of the current period acquisitions and is primarily attributable to the location of the stores in relation to our footprint and expected synergies. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

Acquisition-related transaction costs are recognized as period costs as incurred. The Company incurred total acquisition-related transaction costs of $3,053 for the six months ended October 31, 2023, which are recorded within operating expenses on the condensed consolidated statements of income.

The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. We utilized a third-party valuation specialist to assist in valuing the other assets, leases, and majority of the property and equipment acquired. The valuations are still in process and, as a result amounts related to certain property and equipment, other assets, goodwill, deferred income taxes, and leases is considered provisional and is subject to change.

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Assets acquired:
Inventories	$	6,048
Property and equipment	119,713
Deferred income taxes	126
Finance lease right-of-use assets	1,263
Operating lease right-of-use assets	4,548
Other assets	250
Goodwill	4,325
Total assets	136,273
Liabilities assumed:
Accrued expenses and other long-term liabilities	447
Finance lease liabilities	1,893
Operating lease liabilities	4,388
Total liabilities	6,728
Net assets acquired and total consideration paid	$	129,545

Payments for acquisition of businesses, net of cash acquired, on the condensed consolidated statements of cash flows includes payments made for acquisitions that are closing shortly after the quarter-end. These payments are included in other assets, net of amortization on the condensed consolidated balance sheets. Such payments are not included in the total consideration paid in the table above, as those acquisitions have not yet closed as of the end of the quarter.

The Company recognized approximately $14,984 and, $17,568 of revenue related to the acquired locations in the condensed consolidated statements of income for the three and six months ended October 31, 2023, respectively. The amount of net income related to the acquired locations was not material for the three and six months ended October 31, 2023.

Pro Forma Information

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):


	Three Months Ended October 31,				Six Months Ended October 31,
	2023		2022		2023		2022
Total revenue	$	4,113,565	$	4,046,707	$	8,043,200	$	8,580,418
Net income	159,139		138,353		329,705		290,080
Net income per common share
Basic	$	4.27	$	3.71	$	8.85	$	7.79
Diluted	4.25		3.69		8.80		7.74

7. Commitments and Contingencies

From time to time we may be involved in legal or administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual or other general business disputes; employment, personnel, or accessibility matters; personal injury and property damage claims; claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities; and, other claims or proceedings. Claims for 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 operations.

The Company is named as a defendant in a lawsuit filed in the United States District Court for the Northern District of Indiana, titled McColley v. Casey’s General Stores, Inc., in which the plaintiff alleges that the Company misclassified its Store Managers as exempt employees under the Fair Labor Standards Act (FLSA). The complaint seeks unpaid wages,

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liquidated damages and attorneys’ fees for the plaintiff and all similarly situated Store Managers who worked at the Company from February 16, 2015 to the present. On March 31, 2021, the Court granted conditional certification, and to-date, approximately 1,400 current and/or former Store Managers (representing less than 1/4 of those eligible) remain opted-in to participate in the lawsuit. The Company believes that adequate provisions have been made for probable losses related to this matter, and that those, and the reasonably possible losses in excess of amounts accrued, where such range of loss can be estimated, are not material to the Company’s financial position, results of operations or cash flows. The Company believes that its Store Managers are properly classified as exempt employees under the FLSA and it intends to continue to vigorously defend the matter.

We have entered into various purchase agreements related to our fuel supply, which include varying volume commitments. Prices included in the purchase agreements are indexed to market prices. While volume commitments are included in the contracts, we do not have a history of incurring material penalties related to these provisions. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

~~Tabl~~e o f ~~Contents~~

We have entered into forward contracts for cheese in order to fix the price per pound for a portion of our expected supply. As of ~~July~~October 31, 2023, the forward contracts run through April 2024. The commitment under these contracts is approximately ~~$55,623.~~$38,315. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

7.8. Unrecognized Tax Benefits

The total amount of gross unrecognized tax benefits was ~~$11,980~~$12,871 and $10,957 at ~~July~~October 31, 2023 and April 30, 2023, respectively. If this unrecognized tax benefit were ultimately recognized, ~~$9,465~~$10,168 is the amount that would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was ~~$445~~$515 at ~~July~~October 31, 2023, and $386 at April 30, 2023. Net interest and penalties included in income tax expense for the ~~three~~six months ended ~~July~~October 31, 2023, ~~and 2022,~~ was a net expense of ~~$59~~$129 and ~~$53, respectively.~~a net expense of $112 for the same period in 2022.

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 has no ongoing federal or state income tax examinations. At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $2,500 during the next twelve months mainly due to the expiration of certain statute of limitations.

The federal statute of limitations remains open for the tax years 2019 and forward. Tax years ~~2016~~2018 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.

8.9. Segment Reporting

As of ~~July~~October 31, 2023, we operated ~~2,536~~2,592 stores in 16 states. Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our guests. We manage the business on the basis of one operating segment and therefore, have only one reportable segment. Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of guests. We make specific disclosures concerning the three broad categories of fuel, grocery and general merchandise, and prepared food and dispensed beverage because it allows us to more effectively discuss trends and operational initiatives within our business and industry. Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

~~9. Subsequent Events~~

Subsequent to the end of the quarter, we entered into purchase agreements for the acquisition of 92 stores, for a total aggregate purchase price of $221.5 million, subject to customary post-closing adjustments. The Company expects to fund the acquisitions with cash on hand. The transactions are expected to close later this fiscal year, subject to customary regulatory approvals.

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Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

Overview

As of ~~July~~October 31, 2023, Casey’s General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and "Casey’s General Store" (collectively, with the stores below referenced as "GoodStop", "Bucky's" or "Minit Mart", referred to as "Casey's" or the "Company") throughout 16 states, over half of which are located in Iowa, Missouri and Illinois. Subsequent to quarter-end, the Company closed on an acquisition in which it entered its 17th state, Texas. Approximately 49% of all Casey's were opened in areas with populations of fewer than 5,000 persons, while approximately ~~26%~~27% of all stores were opened in communities with populations exceeding 20,000 persons. As of ~~July~~October 31, 2023, there were a total of ~~2,536~~2,592 stores in operation.

All convenience stores carry a broad selection of food items (including, but not limited to, freshly prepared foods such as regular and breakfast pizza, donuts, hot breakfast items, and hot and cold sandwiches), beverages, tobacco and nicotine products, health and beauty aids, automotive products, and other nonfood items. As of ~~July~~October 31, 2023, ~~216~~225 store locations offered car washes. In addition, all but ~~seven~~eight store locations offer fuel for sale on a self-service basis.

The Company had 4448 stores operate under the "GoodStop (by Casey’s)" brand as of ~~July~~October 31, 2023. Similar to most of our store footprint, the "GoodStop" locations offer fuel for sale on a self-serve basis, and a broad selection of snacks, beverages, tobacco products, and other essentials. However, these locations typically do not have a kitchen and have limited prepared food offerings.

The Company is also temporarily operating certain locations acquired from Buchanan Energy under the name "Bucky's" and certain locations acquired from Minit Mart LLC under the name "Minit ~~Mart."~~Mart". The Company is in the process of transitioning all "Bucky's" and "Minit Mart" locations to either the "Casey's" or "GoodStop" brand. These locations typically have similar offerings to the "Casey’s" or "GoodStop" branded stores.

The Company has 76 dealer locations, where Casey’s manages fuel wholesale supply agreements to these stores. These locations are not operated by Casey's and are not included in our overall store count in the paragraph below. Approximately 1% of total revenue for the ~~three-months~~six-months ended ~~July~~October 31, 2023 relates to this dealer network.

The Company operates three distribution centers, through which certain grocery and general merchandise and prepared food and dispensed beverage items are supplied to our stores. One distribution center is adjacent to our corporate headquarters, which we refer to as the Store Support Center facility in Ankeny, Iowa. The other two distribution centers are located in Terre Haute, Indiana (opened in February 2016) and Joplin, Missouri (opened in April 2021).

The Company’s business is seasonal, and generally experiences higher sales and profitability during the first and second fiscal quarters (May-October), when guests tend to purchase greater quantities of fuel and certain convenience items such as beer, sports drinks, water, soft drinks and ice.

The Company reported diluted earnings per common share of ~~$4.52~~$4.24 for the ~~first~~second quarter of fiscal 2024. For the same quarter a year-ago, diluted earnings per common share was ~~$4.09.~~$3.67.

The following table represents the roll forward of store growth through the ~~first~~second quarter of fiscal 2024:


			Store Count
Total stores at April 30, 2023			2,521
New store construction			1013
Acquisitions			460
Acquisitions not opened			~~(2)~~(5)
Prior acquisitions opened			45
Closed			~~(1)~~(2)
Total stores at ~~July~~October 31, 2023			~~2,536~~2,592

COVID-19 and Related Impacts

The onset of COVID-19 caused a significant decrease in store traffic across our entire footprint. While store traffic has markedly increased as the economy reopened over the past two or so years, the Company has not seen a full return to store traffic levels experienced prior to the pandemic. The Company believes this ~~has largely contributed~~is due to the increased prevalence and acceptance across all industries of working from home, a trend which the Company expects to continue into the foreseeable future.

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Fuel Volatility

Since early calendar 2020, the price of crude oil, and in turn the wholesale cost of fuel, has been volatile compared to historical averages. Initially, at the outset of the pandemic, oil and fuel prices fell dramatically; however, as the economy in general began to emerge from the COVID-19 pandemic, prices began to modestly increase over time. More recently, during the end of the Company’s 2022 fiscal year, oil and fuel prices saw a quick and dramatic increase, in part, as a result of the conflict in Ukraine, as well as other macroeconomic conditions. Generally, oil and fuel prices have decreased from levels seen throughout the past two years, but they remain elevated compared to historical levels. The Company expects these comparatively higher prices to remain further into the 2024 fiscal year.

In addition, during the past three calendar years, the Company, and the retail fuel industry as a whole, has experienced historically high average revenue less cost of goods sold per gallon (excluding depreciation and amortization). Although this has remained relatively consistent since that time, on a longer-term basis, this metric can fluctuate significantly, and sometimes unpredictably, in the short-term. While the Company believes that its average revenue less cost of goods sold per gallon (excluding depreciation and amortization) will remain elevated from historical levels for the foreseeable future, it is possible that increased oil and fuel prices, rising interest rates, macroeconomic conditions and/or continuing conflicts or disruptions involving oil producing countries may materially impact the performance of this metric.

Electric Vehicles and Renewable Fuels

Casey's continues its process of developing a robust electric vehicle ("EV") strategy and our management team remains committed to understanding if and how the increased demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond. As consumer demand for alternative fuel options continues to grow, Casey’s has continued to add EV charging stations across our 16-state footprint. As of ~~July~~October 31, 2023, the Company has installed ~~146~~162 charging stations at 3033 stores, across 11 states. Our installation strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging. To date, consumer EV demand within our Midwest footprint has been comparatively lower than the levels along the coasts. As EV demand from our guests increases, we are prepared to strategically integrate charging station options at select stores.

The Company also remains committed to offering renewable fuel options at our stores and continues to expand its alternative fuel options in response to evolving guest needs and as part of its environmental stewardship efforts. Currently, almost all of our stores offer fuel with at least 10% of blended ethanol and ~~42%~~43% of our stores offer biodiesel. Every new store has the capability to sell higher blended ethanol, and we aim to continue growing sales of renewable fuels throughout our footprint.

Same-Store Sales

Same-store sales is a common metric used in the convenience store industry. We define same-store sales as the total sales increase (or decrease) for stores open during the full time of both periods being presented. When comparing data, the store must be open for each entire fiscal period being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared.

The ~~first~~second quarter results reflected ~~a 0.4% increase in~~flat same-store fuel gallons sold. Same-store sales of grocery and general merchandise increased ~~5.2%~~1.7% and prepared food and dispensed beverage increased ~~5.9%~~6.1% during the quarter. The increase in grocery and general merchandise same-store sales was primarily due to strong sales of ~~non-alcoholic and~~ alcoholic ~~beverages, snacks, and candy.~~beverages. The increase in prepared food and dispensed beverage same-store sales was attributable to improved sales of ~~hot sandwiches,~~ whole pizza pies, ~~and donuts. Additionally a one-time adjustment of $4,800 was recognized as a result of planned changes in the digital box top program, which favorably impacted the prepared food~~bakery, and dispensed ~~beverage same-store sales increase.~~

beverages.

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Three Months Ended ~~July~~October 31, 2023 Compared to

Three Months Ended ~~July~~October 31, 2022

(Dollars and Amounts in Thousands)

Three Months Ended July 31, 2023 Fuel Grocery &
General
Merchandise Prepared
Food &
Dispensed Beverage Other Total
Revenue $ 2,427,333 $ 996,936 $ 372,813 $ 72,169 $ 3,869,251
Revenue less cost of goods sold (excluding depreciation and amortization) $ 296,978 $ 339,573 $ 216,861 $ 24,342 $ 877,754
12.2 % 34.1 % 58.2 % 33.7 % 22.7 %
Fuel gallons 713,991
Three Months Ended July 31, 2022 Fuel Grocery &
General
Merchandise Prepared
Food &
Dispensed Beverage Other Total
Revenue $ 3,096,342 $ 923,064 $ 343,553 $ 91,685 $ 4,454,644
Revenue less cost of goods sold (excluding depreciation and amortization) $ 308,188 $ 313,307 $ 190,953 $ 23,802 $ 836,250
10.0 % 33.9 % 55.6 % 26.0 % 18.8 %
Fuel gallons 689,467


Three Months Ended October 31, 2023	Prepared Food & Dispensed Beverage			Grocery & General Merchandise			Fuel			Other			Total
Revenue	$	382,481		$	964,430		$	2,646,478		$	71,011		$	4,064,400
Revenue less cost of goods sold (excluding depreciation and amortization)	$	225,664		$	327,600		$	308,835		$	23,462		$	885,561
	59.0		%	34.0		%	11.7		%	33.0		%	21.8		%
Fuel gallons sold							730,439

Three Months Ended October 31, 2022	Prepared Food & Dispensed Beverage			Grocery & General Merchandise			Fuel			Other			Total
Revenue	$	351,260		$	917,176		$	2,635,920		$	74,219		$	3,978,575
Revenue less cost of goods sold (excluding depreciation and amortization)	$	199,224		$	305,250		$	284,407		$	22,061		$	810,942
	56.7		%	33.3		%	10.8		%	29.7		%	20.4		%
Fuel gallons sold							702,043

Total revenue for the ~~first~~second quarter of fiscal 2024 ~~decreased~~increased by ~~$585,393 (13.1%~~$85,825 (2.2%) over the comparable period in fiscal 2023. Total revenues were impacted favorably by operating 129 more stores than a year ago. Retail fuel sales ~~decreased~~increased by ~~$669,009 (21.6%~~$10,558 (0.4%) as the number of gallons sold increased by 28,396 (4.0%), which was offset by a decrease in the average retail price per gallon ~~decreased 24.3%, offset by an increase in the number~~ of ~~gallons sold by 24,524 (3.6%)~~fuel of 3.5%. During this same period, retail sales of grocery and general merchandise increased by ~~$73,872 (8.0%~~$47,254 (5.2%), due to strong sales of non-alcoholic and alcoholic ~~beverages, snacks, and candy.~~beverages. Prepared food and dispensed beverage sales increased by ~~$29,260 (8.5%~~$31,221 (8.9%), due to improved sales of ~~hot sandwiches,~~ whole pizza pies, bakery, and ~~donuts. Additionally, total revenues were impacted favorably by operating 82 more stores than a year ago.~~dispensed beverages.

The other revenue category primarily consists of activity related to car wash revenue and the wholesale fuel revenue from the dealer network, which are both presented gross of applicable costs, as well as lottery, which is presented net of applicable costs. Other revenues decreased ~~$19,516 (21.3%~~$3,208 (4.3%) for the ~~first~~second quarter of fiscal 2024 compared to the prior year, driven primarily by a decrease in wholesale fuel prices.

Revenue less cost of goods sold (excluding depreciation and amortization) was ~~22.7%~~21.8% of revenue for the ~~first~~second quarter of fiscal 2024, compared to ~~18.8%~~20.4% for the comparable period in the prior year. Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was 34.0% of revenue for the second quarter of fiscal 2024, compared to 33.3% for the comparable period in the prior year. The current year percentage was positively impacted by increased sales of private label products. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 59.0% of revenue, compared to 56.7% of revenue for the comparable period in the prior year, primarily due to softening ingredient costs.

Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was ~~12.2%~~11.7% of fuel revenue during the ~~first~~second quarter of fiscal 2024, compared to ~~10.0%~~10.8% for the comparable period in the prior year. Revenue per gallon less cost of goods sold (exclusive of depreciation and amortization) per gallon ~~decreased~~increased to ~~41.6~~42.3 cents in the ~~first~~second quarter of fiscal 2024, compared to ~~44.7~~40.5 cents for the comparable period in the prior year. The Company sold ~~12.8~~6.9 million RINs [renewable identification numbers] for ~~$20,197~~$8,429 during the quarter, compared to the sale of ~~10.7~~6.4 million RINs in the ~~first~~second quarter of the prior year, which generated ~~$17,676~~$11,080 (see footnote 3, above, for a further description of RINs and how they are generated).

Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was 34.1% of revenue for the first quarter of fiscal 2024, compared to 33.9% for the comparable period in the prior year. The current year percentage was positively impacted by increased penetration of private label products. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 58.2% of revenue, compared to 55.6% of revenue for the comparable period in the prior year, primarily due to a one-time $4,800 adjustment recognized as a result of planned changes in the digital box top program and softening ingredient costs.

Operating expenses increased ~~$17,584 (3.2%~~$40,496 (7.5%) in the ~~first~~second quarter of fiscal 2024 from the comparable period in the prior year. ~~Approximately~~Over 3% of the increase is due to operating 82129 more stores than the comparable period in the prior year. ~~Credit card fees decreased approximately $6,292 due to lower retail fuel price which offset all remaining operating expense increases. Same-store~~Total same-store employee expense ~~was approximately flat,~~contributed to 1% of the increase, as the increase in ~~wage~~labor rate was ~~nearly~~partially offset by ~~the~~a reduction in same-store labor hours. The Company also incurred higher variable incentive compensation, repair, maintenance, and insurance expense that made up 2% of the increase.

Depreciation and amortization expense increased by ~~8.7%~~9.6% to ~~$82,905~~$85,598 in the ~~first~~second quarter of fiscal 2024 from ~~$76,295.~~$78,117. The increase was primarily due to operating 82129 more stores than a year ago and capital expenditures during the previous twelve months.

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Interest, net decreased by ~~9.6%~~8.9% to ~~$12,495~~$12,306 in the ~~first~~second quarter of fiscal 2024 from ~~$13,816.~~$13,502. The decrease was primarily attributable to an increase in interest income due to ~~the~~an increase in market interest rates and average cash and cash equivalents ~~and~~on hand throughout the period, partially offset by increased interest ~~rates.~~expense on variable rate debt.

The effective tax rate ~~decreased to~~was 23.6% in the ~~first~~second quarter of fiscal 2024 ~~compared to 24.6% in~~which is consistent with that of the same period of fiscal 2023. ~~The decrease in the effective tax rate was primarily due to~~Both years include a similar one-time benefit from adjusting the Company’s deferred tax assets and liabilities for state law changes enacted during the quarter.

Net income increased by ~~$16,305 (10.7%~~$21,227 (15.4%) to ~~$169,237~~$158,782 from ~~$152,932~~$137,555 in the comparable period in the prior year. The increase in net income was primarily attributable to higher profitability both inside the store and higher fuel margin, partially offset by increases in operating expenses and depreciation and amortization. See discussion in the paragraphs above for the primary drivers for each of these changes.

Six Months Ended October 31, 2023 Compared to

Six Months Ended October 31, 2022

(Dollars and Amounts in Thousands)


Six Months Ended October 31, 2023	Prepared Food & Dispensed Beverage			Grocery & General Merchandise			Fuel			Other			Total
Revenue	$	755,294		$	1,961,366		$	5,073,811		$	143,180		$	7,933,651
Revenue less cost of goods sold (excluding depreciation and amortization)	$	442,525		$	667,173		$	605,813		$	47,804		$	1,763,315
	58.6		%	34.0		%	11.9		%	33.4		%	22.2		%
Fuel gallons sold							1,444,429

Six Months Ended October 31, 2022	Prepared Food & Dispensed Beverage			Grocery & General Merchandise			Fuel			Other			Total
Revenue	$	694,813		$	1,840,240		$	5,732,262		$	165,904		$	8,433,219
Revenue less cost of goods sold (excluding depreciation and amortization)	$	390,177		$	618,557		$	592,595		$	45,863		$	1,647,192
	56.2		%	33.6		%	10.3		%	27.6		%	19.5		%
Fuel gallons sold							1,391,510

Total revenue for the first six months of fiscal 2024 decreased by $499,568 (5.9%) over the comparable period in fiscal 2023. Total revenues were impacted favorably by operating 129 more stores than a year ago. Retail fuel sales decreased by $658,451 (11.5%) as the average retail price per gallon decreased 14.7%, partially offset by an increase in the number of gallons sold by 52,919 (3.8%). During this same period, retail sales of grocery and general merchandise increased by $121,126 (6.6%) due to strong sales of non-alcoholic and alcoholic beverages, snacks, and candy. Prepared food and dispensed beverage sales increased by $60,481 (8.7%) due to improved sales of hot sandwiches, whole pizza pies, bakery, and dispensed beverages.

The other revenue category primarily consists of activity related to car wash revenue and the wholesale fuel revenue from the dealer network, which are both presented gross of applicable costs, as well as lottery, which is presented net of applicable costs. Other revenues decreased $22,724 (13.7%) for the first six months of fiscal 2024 compared to the prior year, driven primarily by a decrease in wholesale fuel prices.

Revenue less cost of goods sold (excluding depreciation and amortization) was 22.2% of revenue for the first six months of fiscal 2024, compared to 19.5% for the comparable period in the prior year. Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 34.0% of grocery and general merchandise revenue, compared to 33.6% in the prior year. The current year percentage was positively impacted by increased sales of private label products. Prepared food and dispensed beverage revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 58.6% of revenue, compared to 56.2% in the prior year, primarily due to softening ingredient costs, as well as changes in the digital box top program.

Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 11.9% of fuel revenue for the first six months of fiscal 2024, compared to 10.3% for the first six months of the prior year. Revenue per gallon less cost of goods sold (exclusive of depreciation and amortization) per gallon was 41.9 cents for the first six months of fiscal 2024 compared to 42.6 cents in the prior year. The Company sold 19.7 million RINs [renewable identification numbers] for $28,626

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during the six months of fiscal 2024, compared to the sale of 17.0 million RINs in the prior year, which generated $28,756 (see footnote 3, above, for a further description of RINs and how they are generated).

Operating expenses increased by $58,080 (5.4%) in the first six months of fiscal 2024 from the comparable period in the prior year. Approximately 3% of the increase is due to operating 129 more stores than the comparable period in the prior year. Total same-store employee expense contributed to 0.5% of the increase, as the increase in labor rate was partially offset by a reduction in same-store labor hours. The Company also incurred higher same-store repairs and maintenance expense that made up 1.1% of the increase.

Depreciation and amortization expense increased 9.1% to $168,503 for the first six months of fiscal 2024 from $154,412 for the comparable period in the prior year. The increase was primarily due to operating 129 more stores than a year ago and capital expenditures during the previous twelve months.

Interest, net decreased by 9.2% to $24,801 for the first six months of fiscal 2024 from $27,318. The decrease was primarily attributable to an increase in interest income due to an increase in market interest rates and average cash and cash equivalents on hand throughout the period, partially offset by increased interest expense on variable rate debt.

The effective tax rate decreased to 23.6% in the first six months of the fiscal year compared to 24.2% in the same period of the prior fiscal year. The decrease in the effective tax rate was primarily due to one-time benefits from adjusting the Company’s deferred tax assets and liabilities for state law changes enacted during the year.

Net income increased by $37,532 (12.9%) to $328,019 from $290,487 in the prior year. The increase in net income was primarily attributable to higher profitability inside the store and higher fuel margin, partially offset by increases in operating expenses and depreciation and amortization. See discussion in the paragraphs above for the primary drivers for each of these changes.

Use of Non-GAAP Measures

We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges. Neither EBITDA nor Adjusted EBITDA are considered GAAP measures, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, assessing performance, and awarding incentive compensation.

Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended ~~July~~October 31, 2023 and 2022:


		Three months ended				Three months ended				Six months ended
		July 31, 2023		July 31, 2022				October 31, 2023		October 31, 2022		October 31, 2023		October 31, 2022
Net income	Net income	$	169,237	$	152,932		Net income	$	158,782	$	137,555	$	328,019	$	290,487
Interest, net	Interest, net	12,495		13,816			Interest, net	12,306		13,502		24,801		27,318
Federal and state income taxes	Federal and state income taxes	52,262		49,936			Federal and state income taxes	49,172		42,561		101,434		92,497
Depreciation and amortization	Depreciation and amortization	82,905		76,295			Depreciation and amortization	85,598		78,117		168,503		154,412
EBITDA	EBITDA	$	316,899	$	292,979		EBITDA	$	305,858	$	271,735	$	622,757	$	564,714
(Gain) loss on disposal of assets and impairment charges		(1,448)		230
Loss (gain) on disposal of assets and impairment charges							Loss (gain) on disposal of assets and impairment charges	1,216		4,561		(232)		4,791
Adjusted EBITDA	Adjusted EBITDA	$	315,451	$	293,209		Adjusted EBITDA	$	307,074	$	276,296	$	622,525	$	569,505

For the three months ended ~~July~~October 31, 2023, EBITDA and Adjusted EBITDA increased ~~8.2%~~12.6% and ~~7.6%~~11.1%, respectively, when compared to the same period a year ago. For the six months ended October 31, 2023, EBITDA and Adjusted EBITDA increased 10.3% and 9.3%, respectively, when compared to the same period a year ago. The increase in EBITDA and

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Adjusted EBITDA was primarily attributable to higher profitability inside the store and higher fuel margin, which was partially offset by ~~decreased fuel profitability and~~ higher operating expenses. See discussion in the preceding sections for the primary drivers for each of these individual changes.

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. The Company's critical accounting policies are described in the Form 10-K for the year ended April 30, 2023, and such discussion is incorporated herein by reference. There have been no changes to these policies in the ~~three~~six months ended ~~July~~October 31, 2023.

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Liquidity and Capital Resources

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 ~~July~~October 31, 2023, the Company’s ratio of current assets to current liabilities was ~~1.09~~1.06 to 1. The ratio at ~~July~~October 31, 2022 and April 30, 2023 was ~~0.96~~1.08 to 1 and 0.99 to 1, respectively. The decrease in the ratio from October 31, 2022 is due primarily to the timing of debt payments, with an increase in current maturities at October 31, 2023. The increase in the ratio from ~~the prior year~~April 30, 2023 is primarily attributable to an increase in cash and cash equivalents due to strong free cash flows.

Management believes that the net availability under the Bank Line of approximately $49,568 and the Revolving Facility of $850,000, combined with the current cash and cash equivalents and the future cash flow from operations will be sufficient to satisfy the working capital needs of our business.

Net cash provided by ~~operations~~operating activities decreased ~~$47,075 in~~$4,319 for the ~~three~~six months ended ~~July~~October 31, 2023 from the comparable period in the prior ~~year, primarily due~~year. Cash flows from operating activities was impacted by an increase in net income adjusted for non-cash reconciling items (depreciation and amortization, amortization of debt issuance costs, change in excess replacement cost over LIFO inventory valuation, share-based compensation, and (gain) loss on disposal of assets and impairment charges) of approximately $31,093. Refer to "Six Months Ended October 31, 2023 Compared to Six Months Ended October 31, 2022" on page 17 for further details on the primary driver for these changes. This increase was offset by the changes in components of assets and liabilities. Cash provided by operations can be impacted by variability in the timing of payments and receipts for certain assets and liabilities, as well as changes in commodity costs year-over-year. The largest impacts from the changes in assets and ~~liabilities. Cash impacts due to~~liabilities are as follows:

•Impacts from changes in ~~accounts payable~~inventories decreased operating cash flows by $39,143 primarily due to the timing of payments during the first three months of fiscal 2024, compared to the comparable period in fiscal 2023. The impacts from changes in inventories decreased by $45,357,$30,810, attributable to an increase in inventory quantities on hand at the end of the ~~first~~second quarter of fiscal 2024, compared to the prior year.

•Impacts due to changes in accrued expenses decreased operating cash flows by $27,149 in comparison to prior year, primarily due to timing of vendor payments, changes in the digital box top program, and impacts from wage related accruals.

•Impacts from changes in income tax related balances reduced operating cash flows by $24,715 primarily attributable to applying a higher outstanding income tax receivable to reduce our estimated tax payments for the first six months of fiscal 2023, compared to fiscal 2024.

•The ~~decrease~~above decreases in operating cash flows was partially offset by impacts from changes in receivables of ~~$24,680~~$27,566 primarily due to the timing of ~~RINs and~~ vendor rebate payments during the ~~first three months of fiscal 2024, compared to the~~ comparable period in fiscal 2023, as well as an increase in net income of $16,305. Refer to "Three Months Ended July 31, 2023 Compared to Three Months Ended July 31, 2022" for further details on the primary driver for the changes in net income.periods.

Cash used in investing activities ~~decreased $1,700.~~increased $137,056. During the first ~~three~~six months of fiscal 2024, the Company expended ~~$82,200~~$315,314 for purchases of property and equipment and payments for acquisitions compared ~~with $83,135~~to $180,019 for the comparable period in the prior year related to these activities. The increase in cash used in investing activities was largely attributable to an increase in acquisition related activity compared to the prior year. Purchases of property and equipment and payments for acquisitions of businesses typically represent the single largest use of excess Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to ~~respond to competitive challenges and increase operating efficiencies.~~drive long-term shareholder value.

Cash used in financing increased ~~$47,868,~~$83,523, primarily due to the repurchase and retirement of common stock under our share repurchase program for a total of ~~approximately $29,893,~~$59,491, as well as an increase in debt payments compared to the comparable period in fiscal 2023.

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As of ~~July~~October 31, 2023, the Company had long-term debt consisting of:


Finance lease liabilities	$	~~100,908~~101,741
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028	111,000
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028	45,000
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031	50,000
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031	50,000
3.51% Senior notes (Series E) due June 13, 2025	150,000
3.77% Senior notes (Series F) due August 22, 2028	250,000
2.85% Senior notes (Series G) due August 7, 2030	325,000
2.96% Senior notes (Series H) due August 6, 2032	325,000
Variable rate term loan facility, requiring quarterly installments ending April 21, 2028	~~246,875~~243,750
Less debt issuance costs	~~(1,619)~~(1,539)
	~~1,652,164~~1,649,952
Less current maturities	~~(53,640)~~(53,166)
	$	~~1,598,524~~1,596,786

The Company has funded purchases of property and equipment and payments for acquisitions of businesses primarily from the issuance of debt, 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 Revolving Facility, the Bank Line, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.

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Cautionary Statements

This Form 10-Q, including the foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” "should," “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “continue,” and similar expressions are used to identify forward-looking statements. Forward-looking statements represent the Company’s current expectations or beliefs concerning future events and trends that we believe may affect our financial condition, liquidity and related sources and needs, supply chain, results of operations and performance at our stores, business strategy, strategic plans, growth opportunities, integration of acquisitions, acquisition synergies, short-term and long-term business operations and objectives including our long-term strategic plan, wholesale fuel, inventory and ingredient costs and the potential effects of the conflict in Ukraine and COVID-19 on our business. 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 limitation, the following risk factors described more completely in the Company’s Form 10-K for the fiscal year ended April 30, 2023:

Business Operations; Our business and our reputation could be adversely affected by a cyber or data security incident or the failure to protect sensitive guest, Team Member or supplier data, or the failure to comply with applicable regulations relating to data security and privacy; food-safety issues and foodborne illnesses, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, could adversely affect our business and reputation; we may be adversely impacted by increases in the cost of food ingredients and other related costs; a significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business; we could be adversely affected if we experience difficulties in, or are unable to recruit, hire or retain, members of our leadership team and other distribution, field and store Team Members; any failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for guest interaction, could adversely affect our financial results; we rely on our information technology systems, and a number of third-party software providers, to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business; increased credit card expenses could lead to higher operating expenses and other costs for the Company; our operations present hazards and risks which may not be fully covered by insurance, if insured; the dangers inherent in the storage and transport of fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities; consumer or other litigation could adversely affect our financial condition and results of operations; pandemics or disease outbreaks, such as COVID-19, responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results; and, covenants in our Senior Notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests and the failure to comply with these requirements could have a material impact to us.

Governmental Actions, Regulations, and Oversight: Compliance with and changes in tax laws could adversely affect our performance; we are subject to extensive governmental regulations; governmental action and campaigns to discourage tobacco and nicotine use and other tobacco products may have a material adverse effect on our revenues and gross profit; and, wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results.

Industry: General economic and political conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of operations; developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor fuel; unfavorable weather conditions can adversely affect our business; the volatility of wholesale petroleum costs could adversely affect our operating results; and, the convenience store industry is highly competitive.

Growth Strategies: We may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to grow our business.

Common Stock: The market price for our common stock has been and may in the future be volatile, which could cause the value of your investment to decline; any issuance of shares of our common stock in the future could have a dilutive effect on your investment; and, Iowa law and provisions in our charter documents may have the effect of preventing or hindering a change in control and adversely affecting the market price of our common stock.

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.

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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 floating rate 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 attempt 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 attempt to 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. Based upon the outstanding balance of the Company's term loan facility as of ~~July~~October 31, 2023, an immediate 100-basis-point move in interest rates would have an approximate annualized impact of ~~$2.5~~$2.4 million on interest expense.

We do from time to time, participate in a forward buy of certain commodities. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

Item 4. Controls and Procedures.

Evaluation of Disclosure 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 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’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.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~July~~October 31, 2023 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 67 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 previously disclosed in our 2023 Annual Report on Form 10-K.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended ~~July~~October 31, 2023:

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
First Quarter
May 1 - May 31, 2023 — $ — — $ 400,000,000
June 1 - June 30, 2023 62,733 239.05 62,733 385,003,771
July 1 - July 31, 2023 60,836 244.83 60,836 370,109,397
Total 123,569 $ 241.89 123,569 $ 370,109,397


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Second Quarter
August 1 - August 31, 2023	—	$	—	—	$	370,109,397
September 1 - September 30, 2023	55,280	278.14		55,280	354,734,050
October 1 - October 31, 2023	55,201	269.86		55,201	339,837,310
Total	110,481	$	274.00	110,481	$	339,837,310

On, and effective as of, March 3, 2022, the Board authorized a share repurchase program, whereby the Company was authorized to repurchase its outstanding common stock from time-to-time, for an aggregate amount of up to $400 million, exclusive of fees, commissions or other expenses (the "Repurchase Program"). The Repurchase Program has no set expiration date. The timing and number of repurchase transactions under the Repurchase Program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The Repurchase Program can be suspended or discontinued at any time. During the ~~first~~second quarter of 2024, we repurchased and retired ~~123,569~~110,481 shares of our common stock under our share repurchase program for a total of ~~$29.9~~$30.3 million, net of fees, commissions and other expenses. As of ~~July~~October 31, 2023, ~~$370.1~~$339.8 million remained available for future purchases under this share repurchase program.

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Item 6. Exhibits.


Exhibit No.			Description






3.1			Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018, June 28, 2019 and September 4, 2019 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed September 9, 2019)
3.2			Seventh Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 7, 2023)
~~10.1~~			~~Promissory Note delivered to UMB Bank, n.a., dated June 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 6, 2023)~~
31.1*			Certification of Darren M. Rebelez under Section 302 of the Sarbanes Oxley Act of 2002
31.2*			Certification of Stephen P. Bramlage Jr. under Section 302 of the Sarbanes Oxley Act of 2002
32.1*			Certification of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of 2002
32.2*			Certification of Stephen P. Bramlage Jr. 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

* Filed herewith

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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.


		CASEY’S GENERAL STORES, INC.

Date: ~~September~~December 11, 2023	By:	/s/ Stephen P. Bramlage Jr.
		Stephen P. Bramlage Jr.
	Its:	Chief Financial Officer
		(Authorized Officer and Principal Financial and Accounting Officer)

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Three Months Ended July 31, 2023	Fuel			Grocery & General Merchandise			Prepared Food & Dispensed Beverage			Other			Total
Revenue	$	2,427,333		$	996,936		$	372,813		$	72,169		$	3,869,251
Revenue less cost of goods sold (excluding depreciation and amortization)	$	296,978		$	339,573		$	216,861		$	24,342		$	877,754
	12.2		%	34.1		%	58.2		%	33.7		%	22.7		%
Fuel gallons	713,991

Three Months Ended July 31, 2022	Fuel			Grocery & General Merchandise			Prepared Food & Dispensed Beverage			Other			Total
Revenue	$	3,096,342		$	923,064		$	343,553		$	91,685		$	4,454,644
Revenue less cost of goods sold (excluding depreciation and amortization)	$	308,188		$	313,307		$	190,953		$	23,802		$	836,250
	10.0		%	33.9		%	55.6		%	26.0		%	18.8		%
Fuel gallons	689,467