CASEYS GENERAL STORES INC (Form: 10-Q, Received: 09/08/2020 16:11:23)

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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 31, 2020


☐			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 August 20, 2020
Common stock, no par value per share						36,920,773 shares

Table of Contents

CASEY’S GENERAL STORES, INC.

INDEX

Page

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

Condensed consolidated balance sheets---July 31, 2020 and April 30, 2020 (unaudited)

Condensed consolidated statements of income---three months ended July 31, 2020 and 2019 (unaudited)

Condensed consolidated statement of shareholders' equity---three months ended July 31, 2020 and 2019 (unaudited)

Condensed consolidated statements of cash flows--- three months ended July 31, 2020 and 2019 (unaudited)

Notes to unaudited condensed consolidated financial statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Exhibits

SIGNATURE

Table of Contents

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, 2020		April 30, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	246,516	$	78,275
Receivables	55,647		48,500
Inventories	238,795		236,007
Prepaid expenses	17,133		9,801

Income tax receivable	—		14,667
Total current assets	558,091		387,250
Other assets, net of amortization	70,877		71,766
Goodwill	161,075		161,075
Property and equipment, net of accumulated depreciation of $2,050,737 at July 31, 2020 and $2,037,708 at April 30, 2020	3,308,950		3,323,801
Total assets	$	4,098,993	$	3,943,892



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Lines of credit	$	—	$	120,000
Current maturities of long-term debt and finance lease obligations	2,269		570,280
Accounts payable	310,118		184,800
Accrued expenses	210,078		188,348
Income tax payable	11,451		—
Total current liabilities	533,916		1,063,428
Long-term debt and finance lease obligations, net of current maturities	1,281,741		714,502
Deferred income taxes	445,365		435,598
Deferred compensation	14,432		13,604
Insurance accruals, net of current portion	20,766		22,862
Other long-term liabilities	51,535		50,693
Total liabilities	2,347,755		2,300,687
Shareholders’ equity:
Preferred stock, no par value	—		—
Common stock, no par value	32,601		33,286
Retained earnings	1,718,637		1,609,919
Total shareholders’ equity	1,751,238		1,643,205
Total liabilities and shareholders' equity	$	4,098,993	$	3,943,892

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 IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	Three Months Ended July 31,
	2020		2019
Total revenue (a)	$	2,105,021	$	2,626,629
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)	1,481,518		2,060,943

Operating expenses	386,088		379,841
Depreciation and amortization	65,820		59,808
Interest, net	13,407		13,721
Income before income taxes	158,188		112,316
Federal and state income taxes	37,596		26,501
Net income	$	120,592	$	85,815
Net income per common share
Basic	$	3.26	$	2.33
Diluted	$	3.24	$	2.31
Basic weighted average shares outstanding	36,971,376		36,864,070
Plus effect of stock compensation	270,797		221,852
Diluted weighted average shares outstanding	37,242,173		37,085,922

Dividends declared per share	$	0.32	$	0.32

(a) Includes excise taxes of:	$	259,539	$	274,617

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 IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity




















Balance at April 30, 2020	36,806,325	$	33,286	$	1,609,919	$	1,643,205
Net income	—	—		120,592		120,592
Dividends declared (32 cents per share)	—	—		(11,874)		(11,874)
Exercise of stock options	4,748	211		—		211
Share-based compensation	95,700	(896)		—		(896)
Balance at July 31, 2020	36,906,773	32,601		1,718,637		1,751,238


	Shares Outstanding	Common Stock		Retained Earnings		Shareholders' Equity




















Balance at April 30, 2019	36,664,521	$	15,600	$	1,393,169	$	1,408,769
Net income	—	—		85,815		85,815
Dividends declared (32 cents per share)	—	—		(11,772)		(11,772)
Exercise of stock options	50,931	2,261		—		2,261
Share-based compensation	67,182	4,141		—		4,141
Balance at July 31, 2019	36,782,634	22,002		1,467,212		1,489,214

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,
	2020		2019
Cash flows from operating activities:
Net income	$	120,592	$	85,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	65,820		59,808

Share-based compensation	7,021		7,542
Loss on disposal of assets and impairment charges	340		527
Deferred income taxes	9,767		17,052

Changes in assets and liabilities:
Receivables	(7,147)		(1,698)
Inventories	(2,788)		(474)
Prepaid expenses	(7,332)		(5,476)
Accounts payable	117,756		3,610
Accrued expenses	21,631		(3,699)
Income taxes	27,087		15,054
Other, net	(697)		696
Net cash provided by operating activities	352,050		178,757
Cash flows from investing activities:
Purchase of property and equipment	(45,146)		(101,398)
Payments for acquisition of businesses, net of cash acquired	—		(4,868)
Proceeds from sales of property and equipment	1,695		1,699
Net cash used in investing activities	(43,451)		(104,567)
Cash flows from financing activities:

Repayments of long-term debt	(873)		(905)
Net payments of short-term debt	(120,000)		(25,000)
Proceeds from exercise of stock options	211		2,261
Payments of cash dividends	(11,779)		(10,633)
Tax withholdings on employee share-based awards	(7,917)		(6,476)
Net cash used in financing activities	(140,358)		(40,753)




Net increase in cash and cash equivalents	168,241		33,437
Cash and cash equivalents at beginning of the period	78,275		63,296
Cash and cash equivalents at end of the period	$	246,516	$	96,733

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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,
	2020		2019
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	6,882	$	6,837
Income taxes, net	45		(6,401)

Noncash investing and financing activities:
Purchased property and equipment in accounts payable	12,890		23,947
Noncash additions from adoption of ASC 842	—		22,635

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

Casey’s General Stores, Inc. and its subsidiaries (hereinafter referred to as the "Company" or "Casey’s") operate 2,214 convenience stores in 16 Midwest states. The stores are located primarily in smaller communities, many 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 31, 2020 and April 30, 2020, and the results of operations, shareholders' equity, and cash flows for the three months ended July 31, 2020 and 2019. 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. See the Form 10-K for the year ended April 30, 2020 for our consideration of new accounting pronouncements.

3. Revenue and Cost of Goods Sold

The Company recognizes retail sales of fuel, grocery and other merchandise, prepared food and fountain 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 financial statements.

A portion of revenue from sales that include a redeemable 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 box top coupon or points. The amounts related to redeemable box top coupons and points are deferred until their redemption or expiration. Revenue related to the 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 31, 2020 and April 30, 2020, the Company recognized a contract liability of $16,938 and $11,180, respectively, related to the outstanding box top coupons and Casey's Rewards points, which is included in accrued expenses on the condensed consolidated balance sheets.

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.

Renewable Identification Numbers (RINs) are treated as a reduction in cost of goods sold in the period the Company commits to a price and agrees to sell the RIN. Warehousing costs are recorded within operating expenses on the condensed consolidated statements of income. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

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. Vendor rebates, including billbacks, are treated as a reduction in cost of goods sold and are recognized primarily based on the purchase of product or shipment of product from the warehouse to the store, or sale of product to our guests. These are recognized in the period earned based on the applicable rebate agreement.

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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 $1,343,000 and $1,341,000 at July 31, 2020 and April 30, 2020, respectively.

The Company has a credit agreement that provides for a $300 million unsecured revolving credit facility which includes a $30 million sublimit for letters of credit and a $30 million sublimit for swingline loans (the "Credit Facility"). The Credit Facility contains an expansion option permitting the Company to request an increase of the Credit Facility from time to time up to an aggregate additional $150 million from the lenders or other financial institutions acceptable to the Company and the Administrative Agent, upon the satisfaction of certain conditions, including the consent of the lenders whose commitments would increase. The maturity date is January 11, 2024. Amounts borrowed under the Credit Facility bear interest at variable rates based upon, at the Company's option, either (a) LIBOR plus an applicable margin or (b) an alternate base rate. The Credit Facility also carries a facility fee between 0.2% and 0.4% per annum based on the Company's consolidated leverage ratio as defined in the credit agreement. The Company had $0 outstanding at July 31, 2020 and $120,000 outstanding at April 30, 2020. The Company also has an unsecured revolving line of credit of $25,000 (the "Bank Line"), under which there was $0 outstanding at July 31, 2020 and April 30, 2020.

On June 30, 2020, the Company entered into a note purchase agreement with respect to the issuance of $650,000 aggregate principal amount of senior notes, consisting of: (i) $325,000 aggregate principal amount of 2.85% Senior Notes, Series G (the “Series G Notes”); and (ii) $325,000 aggregate principal amount of 2.96% Senior Notes, Series H (the “Series H Notes”) (collectively, the “Notes”). The Notes were issued on August 7, 2020. The Series G Notes will bear interest at the rate of 2.85% per annum, payable semi-annually on February 7 and August 7 of each year, and will mature on August 7, 2030. The Series H Notes will bear interest at the rate of 2.96% per annum, payable semi-annually on February 7 and August 7 of each year, and will mature on August 6, 2032. The Company used a portion of the proceeds of the Notes to pay off the $569,000 5.22% senior notes that matured on August 9, 2020. The outstanding balance of the 5.22% senior notes has been recognized as long-term debt on the condensed consolidated balance sheet as of July 31, 2020.

5. Compensation Related Costs and Share Based Payments

The 2018 Stock Incentive Plan (the “2018 Plan”), was approved by the Board in June 2018 and approved by the Company's shareholders on September 5, 2018 ("the "2018 Plan Effective Date"). The 2018 Plan replaced the 2009 Stock Incentive Plan (the "2009 Plan"), under which no new awards are allowed to be granted as of the 2018 Plan Effective Date.

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 31, 2020, there were 2,244,118 shares available for grant under the 2018 Plan.

We account for share-based compensation by estimating the fair value of stock options using the Black Scholes model, and the fair value of time-based and performance-based restricted stock unit awards using the closing price of a share of our common stock on the date of grant. For market-based awards we use a "Monte Carlo" approach to estimate the value of the awards, which simulates the prices of the Company’s and each member of the performance peer groups' common stock price at the end of the relevant performance period, taking into account volatility and the specifics surrounding each total shareholder return metric under the relevant plan. 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 performance based awards. All awards have been granted at no cost to the grantee and/or non-employee member of the Board.

At July 31, 2020, options for 38,441 shares (which expire in June 2021) were outstanding under the 2009 Plan (no stock option awards have been granted under the 2018 Plan). Information concerning the issuance of stock options under the 2009 Plan is presented in the following table:

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	Number of option shares	Weighted average option exercise price
Outstanding at April 30, 2020	43,189	$	44.39

Exercised	4,748	44.39

Outstanding at July 31, 2020	38,441	$	44.39

At July 31, 2020, all 38,441 outstanding options were vested, and had an aggregate intrinsic value of $4,413 and a weighted average remaining contractual life of 0.92 years. The aggregate intrinsic value for the total of all options exercised during the three months ended July 31, 2020, was $530.

Information concerning the unvested restricted stock units under the 2009 Plan and the 2018 Plan is presented in the following table:



Unvested at April 30, 2020			473,799
Granted			190,601
Vested			(146,150)
Forfeited			(7,489)

Unvested at July 31, 2020			510,761

The above awards reflect (a) long-term incentive compensation program grants for 2018 through 2020, which include a mix of time-based restricted stock units and performance-based restricted stock units (subject to three-year cumulative net income before net interest expense, income taxes, depreciation and amortization [EBITDA], three-year relative total shareholder return [TSR] or three-year average return on invested capital [ROIC]), (b) certain “make-whole” and sign-on grants, which include a mix of time-based restricted stock units and performance-based restricted stock units subject to TSR, EBITDA, and ROIC, (c) a special strategic grant which includes performance-based restricted stock units subject to the performance of the Company’s e-commerce and loyalty platforms, (d) special performance grants which include time-based restricted stock units, and (e) non-employee director equity awards, which include time-based restricted stock units.

Total compensation costs recorded for employees and non-employee directors for the three months ended July 31, 2020 and 2019, respectively, were $7,021 and $7,542, related entirely to restricted stock unit awards. As of July 31, 2020, there were no unrecognized compensation costs related to the 2009 Plan and 2018 Plan for stock options and $29,562 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal 2024.

6. 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.

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.

We have entered into forward contracts for cheese in order to fix the price per pound for a portion of our expected supply. The forward contracts run through December 2020. Our monthly commitment under these contracts is approximately $3,100. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

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7. Unrecognized Tax Benefits

The total amount of gross unrecognized tax benefits was $8,907 at April 30, 2020. At July 31, 2020, gross unrecognized tax benefits were $9,940. If this unrecognized tax benefit were ultimately recognized, $7,875 is the amount that would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $420 at July 31, 2020, and $354 at April 30, 2020. Net interest and penalties included in income tax expense for the three months ended July 31, 2020 was a net expense of $66 and a net expense of $57 for the same period in 2019.

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 $1,800 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 2015 and forward. Tax years 2012 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. Segment Reporting

As of July 31, 2020, we operated 2,214 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. Our stores sell similar products and services, and use similar processes to sell those products and services directly to the general public. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery and other merchandise, and prepared food and fountain because it allows us to more effectively discuss trends and operational programs 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 categories.

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

Overview

Casey’s and its direct and indirect wholly-owned subsidiaries operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as the "Company", "Casey’s Store” or “Stores”) in 16 Midwestern states, primarily Iowa, Missouri and Illinois. The Company also operates two stores selling primarily tobacco products, one grocery store, and one liquor store. As of July 31, 2020, there were a total of 2,214 stores in operation. All convenience stores offer fuel for sale on a self-serve basis and most stores 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 fuel and the products offered in its stores.

Approximately 55% of our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 19% of all stores were opened in communities with populations exceeding 20,000 persons. Two distribution centers are currently in operation, which supply grocery and general merchandise items to stores. One is adjacent to the Store Support Center facility in Ankeny, Iowa, and the other is located in Terre Haute, Indiana. In addition, a third distribution center is currently under construction in Joplin, Missouri. As of July 31, 2020, the Company owned the land at 2,188 locations and the buildings at 2,196 locations, and leased the land at 26 locations and the buildings at 18 locations.

The Company reported diluted earnings per common share of $3.24 for the first quarter of fiscal 2021. For the same quarter a year-ago, diluted earnings per common share was $2.31.

The following table represents the roll forward of store growth through the first quarter of fiscal 2021:


			Store Count
Total stores at April 30, 2020			2,207
New store construction			9



Closed			(2)
Total stores at July 31, 2020			2,214

The Company had 4 acquisition stores under agreement to purchase and a new store pipeline of 86 sites, including 20 under construction, as of July 31, 2020.

Since the fourth quarter of fiscal year 2020, the COVID-19 pandemic has taken hold throughout our footprint, as the number of reported infections within the sixteen states in which we operate have continued to increase. Starting in mid-March, governmental restrictions, including shelter in place and stay at home orders, a widespread shift to working from home, other efforts to restrict the spread of the outbreak, and our guests’ behavior in response to the pandemic resulted in a sharp, overall decline in store traffic. This has resulted in lower demand for our products and a decrease in same-store sales. As various shelter in place and stay at home orders have been lifted, we have experienced an increase in store traffic, but not yet at the levels experienced during the same quarter in the previous fiscal year. These mandates, including the ongoing patchwork of return to work and return to school restrictions (and our guests' responses and choices with respect to such matters), will continue to unfold and evolve, and will have an impact on our store traffic and sales for the foreseeable future. While COVID-19 has resulted in, and will continue to bring, significant challenges and uncertainty, we believe that the strength of our brand and balance sheet position us well to emerge from the COVID-19 pandemic. However, given the uncertainties, we are currently unable to forecast or estimate the potential impact to our future operating results.

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. We exclude from the calculation any acquired stores and any stores that have been replaced with a new store, until such stores have been open during the full time of both periods being presented. Stores that have undergone a major remodel, had adjustments in hours of operation, added pizza delivery, or had other revisions to their operating format remain in the calculation.

The first quarter results reflected a 14.6% decrease in same-store fuel gallons sold, with an average fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) of 38.2 cents per gallon, compared to 24.4 cents per gallon in the same quarter a year ago. Current quarter same-store gallons sold were impacted by softer demand in the Midwest due to the COVID-19 pandemic. Fuel margin for the quarter was impacted favorably due in part to our centralized retail pricing strategy and procurement improvements. The Company sold 6.4 million renewable fuel credits for $3.4 million during the quarter, compared to 18.6 million renewable fuel credits in the first quarter of the prior year, which generated $3.5 million.

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Same-store sales of grocery and other merchandise increased 3.6% and prepared food and fountain decreased 9.8% during the first quarter. The increase in grocery and other merchandise was primarily due to stronger sales of alcohol and packaged beverages. The decrease in prepared food and fountain same-store sales was primarily attributable to a decline in store traffic along with restrictions limiting self-serve prepared food items, such as bakery and dispensed beverages.

Three Months Ended July 31, 2020 Compared to

Three Months Ended July 31, 2019

(Dollars and Amounts in Thousands)


Three Months Ended July 31, 2020	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,085,981		$	731,861		$	270,766		$	16,413		$	2,105,021
Revenue less cost of goods sold (excluding depreciation and amortization)	$	210,030		$	235,599		$	161,648		$	16,226		$	623,503
	19.3		%	32.2		%	59.7		%	98.9		%	29.6		%
Fuel gallons	549,508

Three Months Ended July 31, 2019	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,627,568		$	687,918		$	295,877		$	15,266		$	2,626,629
Revenue less cost of goods sold (excluding depreciation and amortization)	$	150,989		$	215,453		$	184,012		$	15,232		$	565,686
	9.3		%	31.3		%	62.2		%	99.8		%	21.5		%
Fuel gallons	619,084

Total revenue for the first quarter of fiscal 2021 decreased by $521,608 (19.9%) over the comparable period in fiscal 2020. Retail fuel sales decreased by $541,587 (33.3%) as the average retail price per gallon decreased 24.8% (amounting to a $404,085 decrease), and the number of gallons sold decreased by 69,576 (11.2%). During this same period, retail sales of grocery and other merchandise increased by $43,943 (6.4%) due to operating 53 more stores than a year ago and strong sales of alcohol and packaged beverages. Prepared food and fountain sales decreased by $25,111 (8.5%), due to restrictions limiting self-serve prepared food items, such as bakery and dispensed beverages.

The other revenue category primarily consists of lottery, which is presented net of applicable costs, and car wash. These revenues increased $1,147 (7.5%) for the first quarter of fiscal 2021.

Revenue less cost of goods sold (excluding depreciation and amortization) was 29.6% of revenue for the first quarter of fiscal 2021, compared to 21.5% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 19.3% of fuel revenue during the first quarter of fiscal 2021, compared to 9.3% in the first quarter of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 38.2 cents in the first quarter of fiscal 2021, compared to 24.4 cents in the prior year, due in part to our centralized retail pricing strategy and procurement improvements.

Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 32.2% of grocery and other merchandise revenue, compared to 31.3% in the prior year, primarily due to an out-of-period inventory adjustment that adversely impacted the prior year by $6.6 million or 1.0%. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) decreased to 59.7% of revenue, compared to 62.2% in the prior year, primarily due to higher commodity costs and increased promotional activity.

Operating expenses increased $6,247 (1.6%) in the first quarter of fiscal 2021 from the comparable period in the prior year, due to operating 53 more stores compared to the same period a year ago and incremental expenses associated with the COVID-19 pandemic. Same store operating expenses excluding credit card fees were down 5.6% for the quarter due to reductions in store hours related to the COVID-19 pandemic.

Depreciation and amortization expense increased by 10.1% to $65,820 in the first quarter of fiscal 2021 from $59,808 for the comparable period in the prior year. The increase was due primarily to capital expenditures during the previous twelve

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months and a $4.1 million adjustment recorded in the first quarter of the prior year related to the useful life of underground storage tanks.

The effective tax rate increased to 23.8% in the first quarter of fiscal 2021 compared to 23.6% in the same period of fiscal 2020. The increase in the effective tax rate was primarily due to an increase in unfavorable permanent differences.

Net income increased by $34,777 (40.5%) to $120,592 from $85,815 in the comparable period in the prior year. The increase in net income was primarily attributable to higher fuel contribution.

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, and assessing performance.

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 months ended July 31, 2020 and 2019:


	Three months ended
	July 31, 2020		July 31, 2019
Net income	$	120,592	85,815
Interest, net	13,407		13,721
Federal and state income taxes	37,596		26,501
Depreciation and amortization	65,820		59,808
EBITDA	$	237,415	185,845
Loss on disposal of assets and impairment charges	340		527
Adjusted EBITDA	$	237,755	186,372

For the three months ended July 31, 2020, EBITDA and Adjusted EBITDA increased 27.7% and 27.6%, respectively, when compared to the same period a year ago. The increases are primarily due to a higher fuel contribution.

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, 2020, and such discussion is incorporated herein by reference. There have been no changes to these policies in the three months ended July 31, 2020.

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

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of July 31, 2020, the Company’s ratio of current assets to current liabilities was 1.05 to 1. The ratio at July 31, 2019 and April 30, 2020 was 0.76 to 1 and 0.36 to 1, respectively. The increase in the ratio is primarily attributable to an increase in cash and cash equivalents associated with an increase in cash provided by operations, and the reclassification of $569,000 5.22% senior notes from current to long-term as the outstanding balance was refinanced with proceeds from the Series G and Series H notes subsequent to quarter-end. Refer to Note 4 for additional discussion on the Series G and Series H notes.

Management believes that the Company’s current Bank Line of $25,000, its Credit Facility of $300,000, 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 increased $173,293 (96.9%) in the three months ended July 31, 2020 from the comparable period in the prior year, due to an increase in net income and increases in accounts payable and accrued expenses. Cash used in investing in the three months ended July 31, 2020 decreased $61,116 (58.4%) over prior year, due to governmental delays in zoning and licensing and a reduction in discretionary spending related to the COVID-19 pandemic. Cash used in financing increased $99,605 (244.4%), primarily due to payments on the Credit Facility during the period.

Capital expenditures typically represent the single largest use of 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. During the first three months of fiscal 2021, the Company expended $45,146, primarily for property and equipment, resulting from the construction, remodeling, and acquisition of stores, compared to $106,266 for the comparable period in the prior year. The decrease in capital expenditures from the prior year is due to a reduction in discretionary spending related to the COVID-19 pandemic. Due to the continued uncertainty of COVID-19, guidance around capital expenditures will not be provided at this time. This will be reevaluated as conditions warrant.

As of July 31, 2020, the Company had long-term debt (net of related debt issuance costs) of $1,281,741 (net of current maturities of $2,269), primarily consisting of $569,000 in principal amount of 5.22% Senior Notes, $150,000 in principal amount of 3.67% Senior Notes Series A, $50,000 in principal amount of 3.75% Senior Notes Series B, $50,000 in principal amount of 3.65% Senior Notes Series C, $50,000 in principal amount of 3.72% Senior Notes Series D, $150,000 in principal amount of 3.51% Senior Notes Series E, $250,000 in principal amount of 3.77% Senior Notes Series F, and $13,828 of finance lease obligations. The Company also has a $25,000 Bank Line with $0 outstanding at July 31, 2020, and a $300,000 Credit Facility with $0 outstanding at July 31, 2020. Current maturities of long-term debt is comprised of the current portion of finance lease obligations.

To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, 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 Credit Facility, the Bank Line, 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 “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,” “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, results of operations, business strategy, strategic plans, short-term and long-term business operations and objectives, and financial needs. 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, 2020:

Industry. Pandemics or disease outbreaks, such as the novel coronavirus (“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; our business and our reputation could be adversely affected by a 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; the convenience store industry is highly competitive; the volatility of wholesale petroleum costs could adversely affect our operating results; general economic conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of operations;

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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; consumer or other litigation could adversely affect our financial condition and results of operations; increased credit card expenses could increase operating expenses; developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor fuel; and, wholesale cost and tax increases relating to tobacco and nicotine products could affect our operating results.

Our Business: Food-safety issues and food-borne 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; 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 vendor platforms, to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business; 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 may experience difficulties implementing and realizing the results of our strategic plan; unfavorable weather conditions can adversely affect our business; because we depend on our management’s and other team members’ experience and knowledge of our industry, we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team; we may experience increased costs, disruptions or other difficulties with the implementation, operation and functionality of our enterprise resource planning system; control deficiencies could prevent us from accurately and timely reporting our financial results; our operations present hazards and risks which may not be fully covered by insurance, if insured; we may not be able to identify, acquire, and integrate new properties and stores, which could adversely affect our ability to grow our business; covenants in our senior notes and credit facility agreements require us to comply with certain covenants and meet financial maintenance tests. Failure to comply with these requirements could have a material impact to us; compliance with and changes in tax laws could adversely affect our performance; we are subject to extensive governmental regulations; and, the dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities.

Other: 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.

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 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. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of July 31, 2020 would have no material effect on pretax earnings.

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

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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 31, 2020 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 6 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 2020 Annual Report on Form 10-K.

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 31, 2020:


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, 2020	—	$	—	—	$	300,000,000
June 1 - June 30, 2020	—	—		—	300,000,000
July 1 - July 31, 2020	—	—		—	300,000,000
Total	—	$	—	—	$	300,000,000

On March 7, 2018, the Company announced a share repurchase program, whereby the Company is authorized to repurchase up to an aggregate of $300 million of the Company’s outstanding common stock. On March 6, 2020, the authorization was extended through the end of the Company’s 2022 fiscal year. The timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. No stock was repurchased in the quarter related to the authorization.

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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)
3.2a			Fifth-Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2(a) to Form 8-K as filed July 2, 2020)





4.6			Note Purchase Agreement dated as of June 30, 2020 among the Company and the purchasers of the 2.85% Series G Notes and 2.96% Series H Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed July 7, 2020)
4.7			First Amendment to the Note Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference to Exhibit 4.2 to Form 8-K as filed July 7, 2020)
4.8			First Amendment to the Note Purchase Agreement dated as of May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.3 to Form 8-K as filed July 7, 2020)
4.9			First Amendment to the Note Purchase Agreement dated as of June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.4 to Form 8-K as filed July 7, 2020)
10.25			Amendment No. 1 to the Credit Agreement Dated January 11, 2019 among the Company and Royal Bank of Canada, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K as filed July 7, 2020)
10.26			Employment Agreement, dated May 12, 2020, between the Company and Steve Bramlage (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)
10.27*			Restricted Stock Units Agreement (Sign-On Award to Stephen P. Bramlage, Jr.) and Award Summary under 2018 Stock Incentive Plan
10.28			Employment Agreement, dated May 8, 2020, between the Company and Ena Williams Koschel (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)
10.29*			Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive Plan
10.30*			Restricted Stock Units Agreement (Make-Whole Award to Adrian M. Butler) under 2018 Stock Incentive Plan
10.31*			Restricted Stock Units Agreement (Special Performance Award to Jay Soupene) under 2018 Stock Incentive Plan
10.32*			Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan
10.33*			Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan
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 8, 2020	By:	/s/ Stephen P. Bramlage Jr.
		Stephen P. Bramlage Jr.
	Its:	Chief Financial Officer
		(Authorized Officer and Principal Financial and Accounting Officer)

RESTRICTED STOCK UNITS AGREEMENT

(Sign-On Award to Stephen P. Bramlage, Jr.)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on June 2, 2020 (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2018 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the party specified on the summary award page attached hereto as Annex A (the “Award Summary”) (such party, the “Participant”) to receive the award described therein (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described therein (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Grant of Units. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the number of Restricted Stock Units as specified in Award Summary (the “Units”). Each Unit represents a right at target, to receive on a date determined in accordance with this Agreement one (1) share of Stock. This Award shall be governed by the terms of the Plan, which are incorporated herein by this reference. The Participant acknowledges having received and read a copy of the Plan. Capitalized terms not otherwise defined by this Agreement will have the meanings assigned to the Plan.

2.No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any, subject to Section 5 of this Agreement) as a condition to receiving the Units, or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to the Company or for its benefit.

3.Vesting of Units. Subject to Participant’s continued employment through the Vest Date and other conditions described in the Award Summary (except as described under the heading “Special provisions regarding vesting of awards”), the Units will vest and become “Vested Units” as of the date set forth in the Award Summary.

4.Settlement of the Award.

a.Issuance of Shares of Stock. The Company shall issue to the Participant on the Settlement Date (that is, unless specified otherwise in Award Summary, the date on which the Units shall vest and become Vested Units) with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 4.c. or Section 5 of this Agreement or the Company’s Insider Trading Policy. For

purposes of this Agreement, “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Stock.

b.Certificate Registration. A certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant designated in writing by the Participant on forms approved by the Company for that purpose.

c.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws, or any other law or regulation, or the requirements of any stock exchange or market system upon which the Stock may then be listed.

5.Tax Matters.

a.Tax Withholding in General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any payroll and other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

such election, the Participant agrees to deliver a check for the full amount of the required tax withholding to the Company on or before the third business day following the Settlement Date. If the Participant elects to pay the required tax withholding by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized, in its discretion, to satisfy the tax withholding obligations through any other means authorized by this Section 5, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant, or by withholding shares in accordance with Section 5.c. of this Agreement.

c.Withholding in Shares. The Company may, in its discretion, permit or require the Participant to satisfy all or any portion of the Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a Fair Market Value, as of the date on which the tax withholding obligations arise, that the Company determines is up to the maximum amount that the Company is permitted by applicable law to withhold in respect of federal, state and local taxes, domestic or foreign, arising in connection with the Award or the issuance of shares of Stock in settlement thereof.

6.Effect of Change of Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan. In the case of an Award that is subject to performance goals, notwithstanding any provision of the Plan, this Agreement or the Award Summary to the contrary, in the event of a Change of Control that occurs prior to the end of the Performance Period of the Award, the performance goals contained in the Award Summary shall no longer apply, effective as of the date of the Change of Control, and, instead, the achievement of such performance goals shall be deemed to have been met as of the Change of Control based on the Company’s performance as of immediately prior to the Change of Control, as determined by the Committee prior to the Change of Control. Except as provided in Article 15 of the Plan, any Units for which performance goals are deemed to have been met as of the Change of Control will remain outstanding as Time-Based Units (as defined in the Award Summary) following the Change of Control.

7.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

8.Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the Participant becomes the record holder of the shares of Stock underlying the Award. No adjustment shall be made for dividends, distributions or other rights for

which the record date is prior to the date such certificate is issued, except as provided in Section 4.4 of the Plan.

9.Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Stock issued pursuant to this Agreement.

10.Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Notice or at such other address as such party may designate in writing from time to time to the other party.

11.Miscellaneous Provisions.

a.Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that (i) no such termination or amendment may materially impair the rights of a Participant under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law, tax rules, stock exchange rules or accounting rules or the Company deems such termination or amendment to be necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code, and (ii) no such amendment may alter or accelerate the time or form of distributions in violation of Section 409A of the Code, if applicable, including, without limitation, any amendment that would violate the provisions of Section 409A of the Code requiring that any amendment to extend the issuance of any shares of Stock after the Settlement Date may not take effect until at least twelve (12) months after the date on which the new election is made, and, if the new election relates to a payment for a reason other than the death or disability of the Participant, the new election must provide for the deferral of issuance of such shares of Stock for a period of at least five (5) years from the Settlement Date such issuance of shares of Stock would otherwise have been made. No amendment or addition to this Agreement shall be effective unless in writing.

alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

d.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

e.Integrated Agreement. This Agreement, the Plan and the Award Summary, together with any service or other agreement between the Participant and the Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of this Agreement shall survive any settlement of the Award and shall remain in full force and effect. In the event of a conflict between any provision of this Agreement, including the Award Summary, and the Plan, the provisions of the Plan will control.

f.Severability. Should any term, covenant, provision, paragraph or condition of this Agreement be held invalid or illegal, such invalidity or illegality shall not invalidate the whole Agreement, but it shall be construed as if not containing the invalid or illegal part or parts and the rights and obligations of the parties shall be construed and enforced accordingly.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year set forth above.


CASEY’S GENERAL STORES, INC.,
By:
			/s/ Darren M. Rebelez
			Name: Darren M. Rebelez
			Title: President and CEO



			/s/ Stephen P. Bramlage, Jr.
			Name: Stephen P. Bramlage, Jr.

Annex A

CASEY’S GENERAL STORES, INC.

SIGN-ON AWARD SUMMARY

Note: All capitalized terms used in this Award Summary and not otherwise defined herein shall have the meanings set forth in the Award Agreement to which it is attached, or in the 2018 Stock Incentive Plan, as applicable.

ITEM DESCRIPTION

Award □ Participant: Stephen P. Bramlage, Jr.

□ Grant Date: June 2, 2020

□ Vest Date of Time-Based Units: 1/3 of the Time-Based Units on each of June 2, 2021, June 2, 2022 and June 2, 2023

Vest Date of ROIC Units and EBITDA Performance Units: June 15, 2023

□ Settlement Date: The business day following the Vest Date, except as provided below under the heading “Special provisions regarding vesting of awards.”

□ Performance Period: The Company’s fiscal years 2021, 2022 and 2023 (i.e., May 1, 2020 through April 30, 2023), provided that in the event of a Change of Control prior to the end of the Performance Period, the Performance Period shall be deemed to end immediately prior to the Change of Control.

□ Target number of Restricted Stock Units awarded:

•Time-based RSUs: 6,611 (“Time Based Units”)

•ROIC performance-based RSUs: 3,306 (“ROIC Units”)

•EBITDA performance-based RSUs: 3,306 (“EBITDA Units”)

The ROIC Units and EBITDA Units collectively are referred to below as the “Performance Units”

Vesting □ Subject to the Participant’s continued employment through

Requirements the Vest Date, the Time-Based Units vest in equal installments on each of June 2, 2021, June 2, 2022 and June 2, 2023, and the Performance Units vest on June 15, 2023. All awards shall be forfeited if the Participant’s employment with the Company terminates prior to the Vest Date, except as provided below under the heading “Special provisions regarding vesting of awards.”

ROIC Units □ The award of the ROIC Units will be based on the Company’s three-year average return on invested capital (“ROIC”), using the average of the ROIC results for each fiscal year during the Performance Period.

□ In its evaluation of ROIC performance for any year during the Performance Period, the Committee may determine to include or exclude the effects of any of the events described in Section 9.2 of the Plan, in its sole and absolute discretion.

□ The threshold, target and maximum number of ROIC Units that may be awarded, subject to the TSR modifier described below, are as follows and will be determined based on threshold, target and maximum ROIC goals, respectively, which will be communicated to the Participant no later than [●], 2020 and, once communicated, will be deemed incorporated into this Award Summary:


	Threshold ROIC*	Target ROIC*	Maximum ROIC*
ROIC Units Awarded	50% of Target 1,653 shs	100% of Target 3,306 shs	200% of Target 6,612 shs

* Three year average, based on actual ROIC during Performance Period

□ For performance between threshold and target and between target and maximum, the number of ROIC Units awarded will be determined by interpolation to the nearest whole percentage of target.

Calculation □ ROIC for each fiscal year shall be calculated as operating

of ROIC income after depreciation and tax, divided by average invested capital for that fiscal year. All of the following ROIC inputs come directly from the audited financial statements. “Operating income” equals gross profit less operating expenses. “Depreciation” equals depreciation and amortization. “Tax” equals operating income less depreciation multiplied by the effective tax rate where “effective tax rate” equals federal and state income taxes divided by income before income taxes. “Average invested capital” equals the summation of notes payable to bank, current maturities of long-term debt, long-term debt, net of current maturities and total shareholders’ equity for the current fiscal year and the previous fiscal year divided by two.

EBITDA Units □ The award of EBITDA Units will be based on the Company’s cumulative EBITDA during the Performance Period.

□ In its evaluation of EBITDA performance, the Committee may elect to include or exclude the effects of any of the events described in Section 9.2 of the Plan, in its sole and absolute discretion.

□ The threshold, target and maximum number of EBITDA Units that may be awarded, subject to the TSR modifier described below, are as follows and will be determined based on threshold, target and maximum EBITDA goals, respectively, which will be communicated to the Participant no later than [●], 2020 and, once communicated, will be deemed incorporated into this Award Summary:


	Threshold EBITDA	Target EBITDA	Maximum EBITDA
EBITDA Units Awarded	50% of Target 1,653 shs	100% of Target 3,306 shs	200% of Target 6,612 shs

□ For performance between threshold and target and between target and maximum, the number of EBITDA Units will be determined by interpolation to the nearest whole percentage of target.


Calculation of EBITDA			□ “EBITDA” shall mean the net income before net interest expense, income taxes, depreciation, and amortization.


TSR Modifier			□ Total Shareholder Return (“TSR”) for the Company over the Performance Period shall be compared against TSR over the Performance Period for the companies comprising the S&P 500 as of the last day of the Performance Period, and will modify the number of Performance Units awarded according to the following table:
			Company TSR Performance Level0 – 25th percentile25th – 75th percentile75th – 100th percentileTSR Modifier-1.25x (i.e., a 25% reduction)1 (i.e., no change)1.25x (i.e., a 25% increase)

□ If the Company’s TSR percentile rank is between 0 and the 25th percentile, then the percentage reduction in the number of applicable Performance Units awarded will be 25%. Similarly, if the Company’s TSR percentile rank is between the 75th and 100th percentile, then the percentage increase in the number of applicable Performance Units awarded will be 25%.


TSR Defined			□ Total Shareholder Return (or TSR) shall mean the change in the value, expressed as a percentage of a given dollar amount invested in the a company’s common stock over the Performance Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company.
Beginning and Ending Price for TSR			□ The beginning price for a company’s TSR shall be equal to the 20 trading-day average closing price for the publicly traded stock of the company immediately prior to, but not including the first day of, the Performance Period. The ending price for a company’s TSR shall be equal to the 20 trading-day average closing price for the publicly traded stock of the company ending with the last day of the Performance Period.

Calculation of Percentile Rank			□ After the end of the Performance Period, the percentile rank of the companies in the S&P 500, excluding the Company, will be ranked highest to lowest according to TSR, and a percentile rank will be calculated for each company. □ If the Company’s TSR is equal to or exceeds the highest TSR within the S&P 500 companies, then the Company’s percentile is the 100th. □ If the Company’s TSR is equal to or below the lowest TSR within the S&P 500 companies, then the Company’s percentile is zero. □ Otherwise, the Company’s percentile rank will be determined based on interpolation by reference to the two S&P 500 companies whose TSRs are immediately above and below the Company's TSR.

Certification of □ During the period between May 1, 2023 and June 15,

performance 2023, the Compensation Committee shall determine and

certify the Company’s actual performance in relation to the aforementioned ROIC, EBITDA and TSR metrics and the extent to which Units are awarded.


Dividend equivalents			□ The Participant shall be entitled to dividend equivalents, which are the right to receive, for each Unit ultimately awarded to the Participant, a cash payment equal to the cash and the fair market value of stock dividends (determined as of the Settlement Date) paid to shareholders between the Grant Date and the applicable Vest Date. Dividend equivalents will be paid in cash on the applicable Settlement Date if and to the extent the applicable performance goals and time vesting requirements have been met.

Special provisions □ Retirement

regarding vesting Notwithstanding the “Vesting Requirements” set forth

of awards above, if the Participant’s employment terminates by reason of retirement and (i) the sum of the Participant’s age and full years of service with the Company on the retirement date is 75 years or higher, or (ii) the Participant is at least 55 years of age with 10 full years of service as of the retirement date, the Units that otherwise would not be vested as of the date of termination shall not be forfeited and shall be payable on the Vest Date, as applicable, as described above.

□ Death or Disability

Notwithstanding the “Vesting Requirements” set forth above, if the Participant’s employment terminates because of the death or disability of the Participant, other than within 24 months following a Change of Control, (i) the Time-Based Units that otherwise would not be vested as of

the date of such termination shall become vested as of such date, and (ii) the Performance Units that otherwise would not be vested as of the date of such termination shall become vested as of such date and be payable at the target level described above.

□ Termination without Cause or for Good Reason

Notwithstanding the “Vesting Requirements” set forth above, if the Participant’s employment is terminated without “Cause” by the Company, for “Good Reason” by the Participant, other than within 24 months following a Change of Control, then, subject to the Participant satisfying the Severance Condition (as defined in the Employment Agreement (defined below)), all Units that are unvested or still subject to restrictions or forfeiture will remain outstanding and unvested and continue to vest in accordance with their terms for 24 months following the date of such termination, subject, in the case of the Performance Units, to the achievement of applicable performance goals as described above.

□ Change in Control

The Plan provides that in the event of a Change of Control, unless otherwise provided for in the applicable Award Agreement or employment or other similar agreement, all Awards that are outstanding and unvested as of immediately prior to such Change of Control will remain outstanding and unvested.

If, however, within 24 months following the Change of Control, the Participant’s employment with the Company and its affiliates is terminated without “Cause” by the Company, for “Good Reason” by the Participant or as a result of the Participant’s death or disability, then as of the date of such termination, all Units that are unvested or still subject to restrictions or forfeiture will automatically be deemed vested, and all restrictions and forfeiture provisions will lapse.

Furthermore, if, in connection with the Change of Control, no provision is made for assumption or continuation of the Units, or the substitution of such Units for new Awards covering shares of a successor corporation, in a manner that preserves the material terms and conditions of the Units,

then as of the date of such Change of Control, all Units then held by such Participant will be treated as follows:

• all unvested Time-Based Units will automatically be deemed vested, and all restrictions and forfeiture provisions will lapse; and

• with respect to unvested Performance Units, the performance goals contained in this Award Summary shall no longer apply and, instead, the achievement of such performance goals shall be deemed satisfied based on the Company’s performance as of immediately prior to the Change of Control, as determined by the Committee prior to the Change of Control. To the extent that performance goals are deemed satisfied, the Performance Units will automatically be deemed vested, and all restrictions and forfeiture provisions will lapse.

Change of Control is defined in the Plan and Cause, Disability and Good Reason are each defined in the Employment Agreement between the Company and the Participant, dated May 12, 2020 (the “Employment Agreement”). In the event of any conflict between the terms of this Award and the terms of the Employment Agreement, the Employment Agreement shall govern.

Notwithstanding any provision herein to the contrary, including that the Settlement Date is the business day following the Vest Date, in the event that the Units become vested upon or in the event of a termination of employment following a Change of Control, the Units will be settled within five business days thereafter, provided that such Units shall not be settled until the earliest time permitted by Section 409A of the Code.

RESTRICTED STOCK UNITS AGREEMENT

(Make-Whole Award to Ena Williams Koschel)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on June 1, 2020 (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2018 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the party specified on the execution page hereof (the “Participant”) to receive the following award (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described in Section 1 (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted.

Grant Date: June 1, 2020

Number of Restricted Stock Units: 5,975

Vesting Date/Settlement Date: For each Restricted Stock Unit, the date on which such unit becomes a Vested Unit in accordance with Section 4 or Section 7, below.

2.Grant of Units. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the number of Restricted Stock Units as specified in Section 1 above (the “Units”). Each Unit represents a right to receive on a date determined in accordance with this Agreement one (1) share of Stock. This Award shall be governed by the terms of the Plan, which are incorporated herein by this reference. The Participant acknowledges having received and read a copy of the Plan. Capitalized terms not otherwise defined by this Agreement will have the meanings assigned to the Plan.

3.No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to the Company or for its benefit.

4.Vesting of Units. Subject to Participant’s continued services to the Company through the Vesting Date, the Units will vest and become “Vested Units” over a three-year period in equal installments on each of the first three anniversaries of the grant date (i.e., June 1, 2021, June 1, 2022, and June 1, 2023). Notwithstanding any other provisions of this Agreement: (a) if the Participant’s services to the Company terminate because of the death or disability of the Participant, the Units that otherwise would not be vested as of the date of termination shall vest

and become Vested Units as of that date; and (b) if the Participant’s employment terminates by reason of retirement and (i) the sum of the Participant’s age and full years of service with the Company on the retirement date is 75 years or higher, or (ii) the Participant is at least 55 years of age with 10 full years of service as of the retirement date, the Units that otherwise would not be vested as of the date of termination shall not be forfeited and shall be payable on the Vesting Date, as applicable, as described above.

5.Settlement of the Award.

a.Issuance of Shares of Stock. The Company shall issue to the Participant on the Settlement Date (that is, the date on which the Units shall vest and become Vested Units) with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 5.c., Section 6 or the Company’s Insider Trading Policy. For purposes of this Section, “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Stock.

c.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.

6.Tax Matters.

a.Tax Withholding in General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

b.Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, the Participant shall satisfy the Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay by check the amount of the Company’s tax withholding obligations arising on any Settlement Date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established by the Company) prior to such Settlement Date. By making such election, the Participant agrees to deliver a check for the full amount of the required tax withholding to the Company on or before the third business day following the Settlement Date. If the Participant elects to pay the required tax withholding by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the tax withholding obligations through any other means authorized by this Section 6, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant, or by withholding shares in accordance with Section 6.c.

7.Effect of Change in Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan.

8.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

9.Rights as a Stockholder/Dividend Equivalents. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the Participant becomes the record holder of the shares of Stock underlying the Award. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 4.4 of the Plan. Provided however, the Participant shall be entitled to dividend equivalents, which are the right to receive, for each Unit ultimately awarded to the Participant, a cash payment equal to the cash and the fair market value of stock dividends (determined as of the Settlement Date) paid to

shareholders between the Grant Date and the applicable Vesting Date. Dividend equivalents will be paid in cash on the applicable Settlement Date if and to the extent the vesting requirements have been met.

10.Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Stock issued pursuant to this Agreement.

11.Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Notice or at such other address as such party may designate in writing from time to time to the other party.

12.Miscellaneous Provisions.

b.Non-Transferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and

distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

e.Integrated Agreement. This Agreement and the Plan, together with any service or other agreement between the Participant and the Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of this Agreement shall survive any settlement of the Award and shall remain in full force and effect.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date and year written above.


CASEY’S GENERAL STORES, INC.,
by
			Darren M. Rebelez
			Name: Darren M. Rebelez
			Title: President & CEO



			/s/ Ena W. Koschel
			NAME: Ena Williams Koschel

RESTRICTED STOCK UNITS AGREEMENT

(Make-Whole Award to Adrian M. Butler)

1.Award Granted.

Grant Date: June 1, 2020

Number of Restricted Stock Units: 2,656

Vesting Date/Settlement Date: For each Restricted Stock Unit, the date on which such unit becomes a Vested Unit in accordance with Section 4 or Section 7, below.

4.Vesting of Units. Subject to Participant’s continued services to the Company through the Vesting Date, the Units will vest and become “Vested Units” on June 1, 2023. Notwithstanding any other provisions of this Agreement: (a) if the Participant’s services to the Company terminate because of the death or disability of the Participant, the Units that otherwise would not be vested as of the date of termination shall vest and become Vested Units as of that date; and (b) if the Participant’s employment terminates by reason of retirement and (i) the sum

of the Participant’s age and full years of service with the Company on the retirement date is 75 years or higher, or (ii) the Participant is at least 55 years of age with 10 full years of service as of the retirement date, the Units that otherwise would not be vested as of the date of termination shall not be forfeited and shall be payable on the Vesting Date, as applicable, as described above.

5.Settlement of the Award.

c.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.

6.Tax Matters.

a.Tax Withholding in General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

b.Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, the

Participant shall satisfy the Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. Notwithstanding the foregoing, the Participant may elect to pay by check the amount of the Company’s tax withholding obligations arising on any Settlement Date by delivering written notice of such election to the Company on a form specified by the Company for this purpose at least thirty (30) days (or such other period established by the Company) prior to such Settlement Date. By making such election, the Participant agrees to deliver a check for the full amount of the required tax withholding to the Company on or before the third business day following the Settlement Date. If the Participant elects to pay the required tax withholding by check but fails to make such payment as required by the preceding sentence, the Company is hereby authorized at its discretion, to satisfy the tax withholding obligations through any other means authorized by this Section 6, including by effecting a sale of some or all of the shares being acquired upon settlement of Units, withholding from payroll and any other amounts payable to the Participant, or by withholding shares in accordance with Section 6.c.

7.Effect of Change in Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan.

8.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

be paid in cash on the applicable Settlement Date if and to the extent the vesting requirements have been met.

12.Miscellaneous Provisions.

Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date and year written above.


CASEY’S GENERAL STORES, INC.,
by
			/s/ Darren M. Rebelez
			Name: Darren M. Rebelez
			Title: President & CEO



			/s/ Adrian M. Butler
			NAME: Adrian M. Butler

RESTRICTED STOCK UNITS AGREEMENT

(Special Performance Award to Jay Soupene)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on June 2, 2020 (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2018 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the party specified on the execution page hereof (the “Participant”) to receive the following award (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described in Section 1 (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted.

Grant Date: June 2, 2020

Number of Restricted Stock Units: 2,000

Vesting Date/Settlement Date: For each Restricted Stock Unit, the date on which such unit becomes a Vested Unit in accordance with Section 4 or Section 7, below.

4.Vesting of Units. Subject to Participant’s continued services to the Company through the Vesting Date, the Units will vest and become “Vested Units” on June 2, 2022. Notwithstanding any other provisions of this Agreement: (a) if the Participant’s services to the Company terminate because of the death or disability of the Participant, the Units that otherwise would not be vested as of the date of termination shall vest and become Vested Units as of that date; and (b) if the Participant’s employment terminates by reason of retirement and (i) the sum

5.Settlement of the Award.

c.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.

6.Tax Matters.

a.Tax Withholding in General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

b.Assignment of Sale Proceeds; Payment of Tax Withholding by Check. Subject to compliance with applicable law and the Company’s Insider Trading Policy, the

7.Effect of Change in Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan.

8.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

be paid in cash on the applicable Settlement Date if and to the extent the vesting requirements have been met.

12.Miscellaneous Provisions.

Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date and year written above.


CASEY’S GENERAL STORES, INC.,
by
			/s/ Darren M. Rebelez
			Name: Darren M. Rebelez
			Title: President & CEO



			/s/ Jay Soupene
			NAME: Jay Soupene

[FORM OF] RESTRICTED STOCK UNITS AGREEMENT

(LTI Awards to Officers)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on [●], 2020 (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2018 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the party specified on the summary award page attached hereto as Annex A (the “Award Summary”) (such party, the “Participant”) to receive the award described therein (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described therein (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

4.Settlement of the Award.

5.Tax Matters.

7.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

which the record date is prior to the date such certificate is issued, except as provided in Section 4.4 of the Plan.

11.Miscellaneous Provisions.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

[The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year set forth above.


CASEY’S GENERAL STORES, INC.,
By:

			Name: [●]
			Title: [●]




			Name: [●]

Annex A

CASEY’S GENERAL STORES, INC.

FISCAL 2021 LTI AWARD SUMMARY

ITEM DESCRIPTION

Award □ Participant: [●]

□ Grant Date: [●]

□ Vest Date of Time-Based Units: 1/3 of the Time-Based Units on each of June 15, 2021, June 15, 2022 and June 15, 2023

Vest Date of ROIC Units and EBITDA Performance Units: June 15, 2023

□ Settlement Date: The business day following the Vest Date, except as provided below under the heading “Special provisions regarding vesting of awards.”

□ Target number of Restricted Stock Units awarded:

•Time-based RSUs: [●] (“Time Based Units”)

•ROIC performance-based RSUs: [●] (“ROIC Units”)

•EBITDA performance-based RSUs: [●] (“EBITDA Units”)

The ROIC Units and EBITDA Units collectively are referred to below as the “Performance Units”

Vesting □ Subject to the Participant’s continued employment through

Requirements the Vest Date, the Time-Based Units vest in equal installments on each of June 15, 2021, June 15, 2022 and June 15, 2023, and the Performance Units vest on June 15, 2023. All awards shall be forfeited if the Participant’s employment with the Company terminates prior to the Vest Date, except as provided below under the heading “Special provisions regarding vesting of awards.”


	Threshold ROIC*	Target ROIC*	Maximum ROIC*
ROIC Units Awarded	50% of Target [●] shs	100% of Target [●] shs	200% of Target [●] shs

* Three year average, based on actual ROIC during Performance Period

□ For performance between threshold and target and between target and maximum, the number of ROIC Units awarded will be determined by interpolation to the nearest whole percentage of target.

Calculation □ ROIC for each fiscal year shall be calculated as operating

EBITDA Units □ The award of EBITDA Units will be based on the Company’s cumulative EBITDA during the Performance Period.

□ In its evaluation of EBITDA performance, the Committee may elect to include or exclude the effects of any of the events described in Section 9.2 of the Plan, in its sole and absolute discretion.


	Threshold EBITDA	Target EBITDA	Maximum EBITDA
EBITDA Units Awarded	50% of Target [●] shs	100% of Target [●] shs	200% of Target [●] shs

□ For performance between threshold and target and between target and maximum, the number of EBITDA Units will be determined by interpolation to the nearest whole percentage of target.


Calculation of EBITDA			□ “EBITDA” shall mean the net income before net interest expense, income taxes, depreciation, and amortization.


TSR Modifier			□ Total Shareholder Return (“TSR”) for the Company over the Performance Period shall be compared against TSR over the Performance Period for the companies comprising the S&P 500 as of the last day of the Performance Period, and will modify the number of Performance Units awarded according to the following table:
			Company TSR Performance Level0 – 25th percentile25th – 75th percentile75th – 100th percentileTSR Modifier-1.25x (i.e., a 25% reduction)1 (i.e., no change)1.25x (i.e., a 25% increase)


TSR Defined			□ Total Shareholder Return (or TSR) shall mean the change in the value, expressed as a percentage of a given dollar amount invested in the a company’s common stock over the Performance Period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company.
Beginning and Ending Price for TSR			□ The beginning price for a company’s TSR shall be equal to the 20 trading-day average closing price for the publicly traded stock of the company immediately prior to, but not including the first day of, the Performance Period. The ending price for a company’s TSR shall be equal to the 20 trading-day average closing price for the publicly traded stock of the company ending with the last day of the Performance Period.

Calculation of Percentile Rank			□ After the end of the Performance Period, the percentile rank of the companies in the S&P 500, excluding the Company, will be ranked highest to lowest according to TSR, and a percentile rank will be calculated for each company. □ If the Company’s TSR is equal to or exceeds the highest TSR within the S&P 500 companies, then the Company’s percentile is the 100th. □ If the Company’s TSR is equal to or below the lowest TSR within the S&P 500 companies, then the Company’s percentile is zero. □ Otherwise, the Company’s percentile rank will be determined based on interpolation by reference to the two S&P 500 companies whose TSRs are immediately above and below the Company's TSR.

Certification of □ During the period between May 1, 2023 and June 15,

performance 2023, the Compensation Committee shall determine and

certify the Company’s actual performance in relation to the aforementioned ROIC, EBITDA and TSR metrics and the extent to which Units are awarded.


Dividend equivalents			□ The Participant shall be entitled to dividend equivalents, which are the right to receive, for each Unit ultimately awarded to the Participant, a cash payment equal to the cash and the fair market value of stock dividends (determined as of the Settlement Date) paid to shareholders between the Grant Date and the applicable Vest Date. Dividend equivalents will be paid in cash on the applicable Settlement Date if and to the extent the applicable performance goals and time vesting requirements have been met.

Special provisions □ Retirement

regarding vesting Notwithstanding the “Vesting Requirements” set forth

□ Death or Disability

□ Change in Control

• all unvested Time-Based Units will automatically be deemed vested, and all restrictions and forfeiture provisions will lapse; and

performance goals are deemed satisfied, the Performance Units will automatically be deemed vested, and all restrictions and forfeiture provisions will lapse.

Change of Control, Cause and Good Reason are each defined in the Plan.

[FORM OF] RESTRICTED STOCK UNITS AGREEMENT

(Non-Officer Employees)

This Restricted Stock Units Agreement (the “Agreement”) is made and entered into on [●] (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2018 Stock Incentive Plan (the “Plan”). The Committee administering the Plan has selected the party specified on the summary award page hereof (the “Participant”) to receive the following award (the “Award”) of Restricted Stock Units, each of which represents the right to receive on the applicable settlement date described in Section 1 (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted.

Grant Date: [●]

Number of Restricted Stock Units: As set forth on the attached summary award page.

Vesting Date/Settlement Date: For each Restricted Stock Unit, the date on which such unit becomes a Vested Unit in accordance with Section 4 or Section 7, below.

4.Vesting of Units. Subject to Participant’s continued services to the Company through the Vesting Date, the Units will vest and become “Vested Units” over a three-year period in equal installments on each of the first three anniversaries of the grant date (i.e., June 2, 2021, June 2, 2022, and June 2, 2023). Notwithstanding any other provisions of this Agreement: (a) if the Participant’s services to the Company terminate because of the death or disability of the Participant, the Units that otherwise would not be vested as of the date of termination shall vest and become Vested Units as of that date; and (b) if the Participant’s employment terminates by

reason of retirement and (i) the sum of the Participant’s age and full years of service with the Company on the retirement date is 75 years or higher, or (ii) the Participant is at least 55 years of age with 10 full years of service as of the retirement date, the Units that otherwise would not be vested as of the date of termination shall not be forfeited and shall be payable on the Vesting Date, as applicable, as described above.

5.Settlement of the Award.

c.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.

6.Tax Matters.

a.Tax Withholding in General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

7.Effect of Change in Control on Award. In the event of a Change of Control, the Units shall be treated in accordance with Article 15 of the Plan.

8.Adjustments for Changes in Capital Structure. The Award shall be subject to adjustment in accordance with Section 4.4 of the Plan.

12.Miscellaneous Provisions.

distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

c.Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

g.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the date and year written above.

CASEY’S GENERAL STORES, INC.:

By: __________________________

Darren M. Rebelez

President and CEO

PARTICIPANT:

As set forth on the attached summary award page.

Exhibit 31.1

Certification of Darren M. Rebelez

under Section 302 of the

Sarbanes Oxley Act of 2002

I, Darren M. Rebelez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casey’s General Stores, Inc.;

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

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

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

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

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

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

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

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

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

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



Dated: September 8, 2020						/s/ Darren M. Rebelez
						Darren M. Rebelez
						President and Chief Executive Officer

Exhibit 31.2

Certification of Stephen P. Bramlage Jr.

under Section 302 of the

Sarbanes Oxley Act of 2002

I, Stephen P. Bramlage Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casey’s General Stores, Inc.;

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



Dated: September 8, 2020						/s/ Stephen P. Bramlage Jr.
						Stephen P. Bramlage Jr.
						Chief Financial Officer

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Casey’s General Stores, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren M. Rebelez, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: September 8, 2020						/s/ Darren M. Rebelez
						Darren M. Rebelez
						President and Chief Executive Officer

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Casey’s General Stores, Inc. (the “Company”) on Form 10-Q for the period ending July 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen P. Bramlage Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: September 8, 2020						/s/ Stephen P. Bramlage Jr.
						Stephen P. Bramlage Jr.
						Chief Financial Officer