10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Quarter Ended October 31, 2003

Commission File Number 0-12788

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

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

ONE CONVENIENCE BOULEVARD, ANKENY, IOWA

(Address of principal executive offices)

50021

(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES x NO ¨

As of December 8, 2003, the registrant had outstanding 49,865,162 shares of Common Stock, no par value.

CASEY’S GENERAL STORES, INC.

INDEX

			Page
PART I - FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements.
		Consolidated condensed balance sheets - October 31, 2003 and April 30, 2003	2
		Consolidated condensed statements of income - three and six months ended October 31, 2003 and 2002	4
		Consolidated condensed statements of cash flows - six months ended October 31, 2003 and 2002	5
		Notes to consolidated condensed financial statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	14
	Item 4.	Controls and Procedures.	15
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings.	15
	Item 4.	Submission of Matters to a Vote of Security Holders.	15
	Item 5.	Other Information.	16
	Item 6.	Exhibits and Reports on Form 8-K.	16
SIGNATURE			20

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PART I - FINANCIAL INFORMATION

Item  1. Consolidated Financial Statements.

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in Thousands)

	October 31, 2003		April 30, 2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	57,758	40,544
Receivables		5,213	5,742
Inventories		68,283	63,009
Prepaid expenses		5,271	4,590
Income tax receivable		—	2,989
Total current assets		136,525	116,874
Other assets		1,129	808
Property and equipment, net of accumulated depreciation October 31, 2003, $389,720 April 30, 2003, $368,123		671,626	657,643
	$	809,280	775,325

See notes to unaudited consolidated condensed financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Continued)

(Dollars in Thousands)

	October 31, 2003		April 30, 2003
	(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	30,194	19,897
Accounts payable		68,591	64,880
Accrued expenses		30,637	32,561
Income taxes payable		1,360	—
Total current liabilities		130,782	117,338
Long-term debt, net of current maturities		148,521	162,394
Deferred income taxes		92,371	86,871
Deferred compensation		5,078	4,484
Total liabilities		376,752	371,087
Shareholders’ equity:
Preferred stock, no par value		—	—
Common Stock, no par value		41,686	40,008
Retained earnings		390,842	364,230
Total shareholders’ equity		432,528	404,238
	$	809,280	775,325

See notes to unaudited consolidated condensed financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(Dollars in Thousands, except per share amounts)

	Three Months Ended October 31,			Six Months Ended October 31,
	2003		2002	2003	2002
Net sales	$	610,944	548,480	1,220,315	1,098,977
Franchise revenue		463	649	966	1,357
		611,407	549,129	1,221,281	1,100,334
Cost of goods sold		493,634	438,731	989,174	882,640
Operating expenses		77,564	74,051	154,714	146,948
Depreciation and amortization		12,317	11,760	24,482	23,395
Interest, net		3,056	3,179	6,301	6,530
		586,571	527,721	1,174,671	1,059,513
Income before income taxes		24,836	21,408	46,610	40,821
Federal and state income taxes		9,066	7,963	17,013	15,185
Net income	$	15,770	13,445	29,597	25,636
Earnings per share
Basic	$	.32	.27	.59	.52
Diluted	$	.32	.27	.59	.52

See notes to unaudited consolidated condensed financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Thousands)

	Six Months Ended October 31,
	2003			2002
Cash flows from operations:
Net income	$	29,597		25,636
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		24,482		23,395
Loss on sale of property and equipment		543		1,754
Deferred income taxes		5,500		4,000
Changes in assets and liabilities:
Receivables		529		(1,254	)
Inventories		(5,274	)	(5,985	)
Prepaid expenses		(681	)	(516	)
Accounts payable		3,711		(6,538	)
Accrued expenses		(1,924	)	1,545
Income taxes payable/receivable		4,349		12,116
Other, net		273		71
Net cash provided by operations		61,105		54,224
Cash flows from investing:
Purchase of property and equipment		(40,854	)	(34,205	)
Proceeds from sale of property and equipment		2,516		321
Sale of investments		—		10
Net cash used in investing activities		(38,338	)	(33,874	)

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	Six Months Ended October 31,
	2003			2002
Cash flows from financing:
Payments on long-term debt		(4,246	)	(3,022	)
Net activity of short-term debt		—		(5,275	)
Proceeds from exercise of stock options		1,678		209
Payment of cash dividends		(2,985	)	(2,481	)
Net cash used in financing activities		(5,553	)	(10,569	)
Net increase in cash and cash equivalents		17,214		9,781
Cash and cash equivalents at beginning of the period		40,544		18,946
Cash and cash equivalents at end of the period	$	57,758		28,727

See notes to unaudited consolidated condensed financial statements.

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

	Six Months Ended October 31,
	2003		2002
Cash paid (received) during the year for
Interest, net of amount capitalized	$	6,506	6,696
Income taxes		7,164	(931	)
Noncash investing and financing activities
Property and equipment acquired through installment purchases		670	530

See notes to unaudited consolidated condensed financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

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

2. The accompanying consolidated condensed 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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated condensed financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of October 31, 2003, and the results of operations for the six and three months ended October 31, 2003 and 2002, and changes in the cash flows for the six months ended October 31, 2003 and 2002. Certain reclassifications were made to balances for the prior year to conform to current year presentation.

3. The Company recognizes retail sales of gasoline, grocery and general merchandise, and prepared food at the time of the sale to the customer. Wholesale sales to franchisees are recognized at the time of delivery to the franchise location. Franchise fees, license fees from franchisees, and rent for franchise signage and facades are recognized monthly when billed to the franchisees. Other maintenance services and transportation charges are recognized at the time the service is provided. Vendor rebates are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement.

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4. The Company accounts for environmental contamination costs in accordance with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these costs to be capitalized if the costs extend the life of the asset or if the costs mitigate or prevent environmental contamination that has yet to occur. The Company also offsets these capitalized costs by any refunds received under the reimbursement programs described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition and Results of Operations” herein.

5. The Company’s financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Annual Report on Form 10-K for the fiscal year ended April 30, 2003. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement.

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

Financial Condition and Results of Operations (Dollars in Thousands)

Casey’s derives its revenue from the retail sale of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages and non-food products such as health and beauty aids, tobacco products, automotive products and gasoline by Company stores and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores. The Company also generates revenues from continuing monthly royalties based on sales by franchised stores, sign and facade rental fees and the provision of certain maintenance, transportation and construction services to the Company’s franchisees. A typical store is generally not profitable for its first year of operation due to start-up costs and will usually attain representative levels of sales and profits during its second or third year of operation.

Due to the nature of the Company’s business, most sales are for cash, and cash provided by operations is the Company’s primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of October 31, 2003, the Company’s ratio of current assets to current liabilities was 1.04 to 1. The ratio at October 31, 2002 and April 30, 2003, was 1.01 to 1 and 1 to 1, respectively. Management believes that the Company’s current bank line of credit of $35,000, together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business.

Net cash provided by operations increased $6,881 (12.7%) in the six months ended October 31, 2003 from the comparable period in the prior year, primarily as a result of larger net income and an accounts payable increase. However, this result was partially offset by a reduction in accrued expenses and a smaller increase in income taxes payable. Cash used in investing in the six months ended October 31, 2003 increased due to the increase in the purchase of property and equipment. Cash used in financing decreased, primarily as a result of the proceeds from the exercise of stock options and no activity in the short-term debt.

Capital expenditures represent the single largest use of Company funds. Management believes that by reinvesting in Company stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the

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first six months of fiscal 2004, the Company expended $40,854 for property and equipment, primarily for the construction, acquisition and remodeling of Company stores, compared to $34,205 for the comparable period in the prior year. The Company anticipates expending approximately $70,000 in fiscal 2004 for construction, acquisition and remodeling of Company stores, primarily from existing cash and funds generated by operations.

As of October 31, 2003, the Company had long-term debt of $148,521, consisting of $750 in principal amount of 7.70% Senior Notes, $30,000 in principal amount of 7.38% Senior Notes, $45,000 in principal amount of Senior Notes, Series A through Series F, with interest rates ranging from 6.18% to 7.23%, $68,571 in principal amount of 7.89% Senior Notes, Series A, $4,157 of mortgage notes payable, and $43 of capital lease obligations.

Interest on the 7.70% Senior Notes is payable on the 15th day of each month at the rate of 7.70% per annum. Principal of the 7.70% Senior Notes matures in forty quarterly installments beginning March 15, 1995. The Company may prepay the 7.70% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of February 1, 1993 between the Company and the purchasers of the 7.70% Senior Notes.

Interest on the 7.38% Senior Notes is payable semi-annually on the 28th day of June and December in each year, commencing June 28, 1996, and at maturity, at the rate of 7.38% per annum. The 7.38% Senior Notes mature on December 28, 2020, with prepayments of principal commencing December 28, 2010 and ending June 28, 2020, inclusive, with the remaining principal payable at maturity on December 28, 2020. The Company may prepay the 7.38% Senior Notes in whole or in part at any time in an amount not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1995 between the Company and the purchaser of the 7.38% Senior Notes.

Interest on the 6.55% Senior Notes is payable quarterly on the 18th day of March, June, September and December of each year, commencing March 18, 1998, and at maturity, at the rate of 6.55% per annum. Principal of the 6.55% Senior Notes matures in five annual installments commencing December 18, 1999. The Company may prepay the 6.55% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1997 between the Company and the purchasers of the 6.55% Senior Notes.

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Interest on the 6.18% to 7.23% Senior Notes, Series A through Series F, is payable on the 23rd day of each April and October. Principal of the 6.18% to 7.23% Senior Notes, Series A through Series F, matures in various installments beginning April 23, 2004. The Company may prepay the 6.18% to 7.23% Senior Notes, Series A through Series F, in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of April 15, 1999 between the Company and the purchasers of the 6.18% to 7.23% Senior Notes, Series A through Series F.

Interest on the 7.89% Senior Notes, Series A, is payable semi-annually on the 15th day of May and November in each year, commencing November 15, 2000, and at maturity, at the rate of 7.89% per annum. The 7.89% Senior Notes mature on May 15, 2010, with prepayments of principal commencing on May 15, 2004 and on each May 15 thereafter to and including May 15, 2009, with the remaining principal payable at maturity on May 15, 2010. The Company may prepay the 7.89% Senior Notes in whole or in part at any time in an amount not less than $2,000 in the case of a partial prepayment at a redemption price calculated in accordance with the Note Purchase Agreement dated as of May 1, 2000 between the Company and the purchasers of the 7.89% Senior Notes.

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

The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double-wall construction, over-fill protection and electronic tank monitoring, and the Company has an active inspection and renovation program with respect to its older USTs. The

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Company currently has 2,649 USTs, of which 2,304 are fiberglass and 345 are steel. Management believes that its existing gasoline procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations.

Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In each of the years ended April 30, 2003 and 2002, the Company spent approximately $1,138 and $757, respectively, for assessments and remediation. During the six months ended October 31, 2003, the Company expended approximately $598 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 2003, approximately $7,000 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws. The Company has an accrued liability at October 31, 2003 of approximately $200 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties.

Three Months Ended October 31, 2003 Compared to Three Months Ended October 31, 2002 (Dollars and Amounts in Thousands)

Net sales for the second quarter of fiscal 2004 increased by $62,465 (11.4%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $58,238 (18.1%) as the number of gallons sold increased by 14,625 (6.2%) while the average retail price per gallon increased 11.2%. During this same period, retail sales of grocery and general merchandise increased by $7,837 (3.6%) due to the addition of 33 new Company Stores and a greater number of stores in operation for at least three years.

Cost of goods sold as a percentage of net sales was 80.8% for the second quarter of fiscal 2004, compared to 80.0% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (to 7.9%) during the second quarter of fiscal 2004 from the second quarter of the prior year (8.3%). However, the gross profit margin per gallon increased (to $.1191) in the second quarter of fiscal 2004 from the comparable period in the prior year ($.1125). The gross margins on retail sales of grocery and general merchandise increased (to 38.7%) from the comparable period in the prior year (38.5%) due primarily to the increase in the prepared food margin (to 62.8%) from the comparable period in the prior year (60.1%).

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Operating expenses as a percentage of net sales were 12.7% for the second quarter of fiscal 2004 compared to 13.5% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 4.7% in the second quarter of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers’ greater use of credit cards, and the larger number of corporate stores.

Net income increased by $2,325 (17.3%). The increase in net income was attributable primarily to the improved gross profit margins on inside sales and an improved gross margin per gallon of gasoline sold.

Six Months Ended October 31, 2003 Compared to Six Months Ended October 31, 2002 (Dollars and Amounts in Thousands)

Net sales for the first six months of fiscal 2004 increased by $121,338 (11%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $112,106 (17.6%) as the number of gallons sold increased by 36,042 (7.6%) and the average retail price per gallon increased 9.3%. During this same period, retail sales of grocery and general merchandise increased by $17,147 (3.9%) due to the addition of 33 new Company stores and a greater number of stores in operation for at least three years.

Cost of goods sold as a percentage of net sales was 81.1% for the first six months of fiscal 2004 compared to 80.3% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (to 7.4%) during the first six months of fiscal 2004 from the comparable period in the prior year (7.9%). However, the gross profit margin per gallon increased in the first six months of fiscal 2004 (to $.1081) from the comparable period in the prior year ($.1056). The gross profits on retail sales of grocery and general merchandise also increased (to 38.1%) from the comparable period in the prior year (37.5%) due primarily to the increase in the prepared food margin (to 61.8%) from the comparable period in the prior year (59.6%).

Operating expenses as a percentage of net sales were 12.7% for the first six months of fiscal 2004 compared to 13.4% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 5.3% in the first six months of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers’ greater use of credit cards, and the larger number of corporate stores.

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Net income increased by $3,961 (15.5%). The increase in net income was attributable primarily to the improved gross profit margins on inside sales and an improved gross profit margin per gallon of gasoline sold.

Cautionary Statement

The foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company’s expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company’s cash balances and cash generated from operations and financing activities for the Company’s future liquidity and capital resource needs. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitations, the factors described in the Cautionary Statement Relating to Forward-Looking Statements included as Exhibit 99 to the Form 10-K for the fiscal year ended April 30, 2003.

Item  3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s exposure to market risk for changes in interest rates relates primarily to its investment portfolio and long-term debt obligations. The Company places its investments with high quality credit issuers and, by policy, limits the amount of credit exposure to any one issuer. As stated in its policy, the Company’s first priority is to reduce the risk of principal loss. Consequently, the Company seeks to preserve its invested funds by limiting default risk, market risk and reinvestment risk. The Company mitigates default risk by investing in only high quality credit securities that it believes to be low risk and by positioning its 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.

At October 31, 2003, the Company had no derivative instruments, but management is aware of the provisions of SFAS No. 133 (as amended by SFAS Nos. 137 and 138) establishing accounting and reporting standards for derivative instruments.

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The Company believes that an immediate 100 basis point move in interest rates affecting the Company’s floating and fixed rate financial instruments as of October 31, 2003 would have an immaterial effect on the Company’s pretax earnings.

Item  4. Controls and Procedures.

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

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

PART II - OTHER INFORMATION

Item  1. Legal Proceedings.

The Company from time to time is a party to legal proceedings arising from the conduct of its business operations, including proceedings relating to personal injury and employment claims, environmental remediation or contamination, disputes under franchise agreements and claims by state and federal regulatory authorities relating to the sale of products pursuant to state or federal licenses or permits. Management does not believe that the potential liability of the Company with respect to such proceedings pending as of the date of this Form 10-Q is material in the aggregate.

Item  4. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of shareholders held on September 19, 2003, seven directors were elected for a term of one year. Each of the nominees so elected previously has served as a director of the Company.

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The votes cast or withheld for each nominee were as follows:

Name	Number of Shares Voting For	Number of Shares that Withheld Authority
Donald F. Lamberti	42,627,249	4,617,564
John R. Fitzgibbon	42,367,543	4,877,270
Ronald M. Lamb	42,423,991	4,820,822
Patricia Clare Sullivan	42,364,457	4,880,356
John G. Harmon	43,087,168	4,157,645
Kenneth H. Haynie	27,936,284	19,308,529
John P. Taylor	42,397,568	4,847,245

Item 5. Other Information.

At its December 2, 2003 meeting, the Board of Directors approved two officer promotions: William Walljasper to Vice President-Finance and Julie Jackowski to Vice President-Human Resources. The Board also reconstituted the membership of its Audit, Compensation and Nominating Committees, effective immediately, as follows:

Audit	Jack Taylor, Chair
	John R. Fitzgibbon
	Patricia C. Sullivan
Compensation	John R. Fitzgibbon, Chair
	Patricia C. Sullivan
	Jack Taylor
Nominating	Patricia C. Sullivan, Chair
	John R. Fitzgibbon
	Jack Taylor

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Item 6. Exhibits and Reports on Form 8-K.

(a) The following exhibits are filed with this Report or, if so indicated, incorporated by reference:

Exhibit No.	Description
4.2	Rights Agreement dated as of June 14, 1989 between Casey’s General Stores, Inc. and United Missouri Bank of Kansas City, N.A., as Rights Agent(a) and amendments thereto (b),(c),(d),(i),(j)
4.3	Note Agreement dated as of February 1, 1993 between Casey’s General Stores, Inc. and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America (e) and First Amendment thereto (f)
4.4	Note Agreement dated as of December 1, 1995 between Casey’s General Stores, Inc. and Principal Mutual Life Insurance Company (f)
4.5	Note Agreement dated as of December 1, 1997 among the Company and Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America and TMG Life Insurance Company (g)
4.6	Note Agreement dated as of April 15, 1999 among Casey’s General Stores, Inc. and other purchasers of the 6.18% to 7.23% Senior Notes, Series A through F (i)
4.7	Note Purchase Agreement dated as of May 1, 2000 among the Company and the purchasers of the 7.89% Senior Notes, Series 2000-A (k)
11	Statement regarding computation of per share earnings
31.1	Certification of Ronald M. Lamb under Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of Jamie H. Shaffer under Section 302 of the Sarbanes Oxley Act of 2002

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32.1	Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-Oxley Act of 2002
99	Cautionary Statement Relating to Forward-Looking Statements (h)

(a) Incorporated by reference from the Registration Statement on Form 8-A (0-12788) filed June 19, 1989 relating to Common Share Purchase Rights.

(b) Incorporated by reference from the Form 8 (Amendment No. 1 to the Registration Statement on Form 8-A filed June 19, 1989) filed September 10, 1990.

(c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994.

(d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994.

(e) Incorporated by reference from the Current Report on Form 8-K filed February 18, 1993.

(f) Incorporated by reference from the Current Report on Form 8-K filed January 11, 1996.

(g) Incorporated by reference from the Current Report on Form 8-K filed January 7, 1998.

(h) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997.

(i) Incorporated by reference from the Current Report on Form 8-K filed May 10, 1999.

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(j) Incorporated by reference from the Current Report on Form 8-K filed September 27, 1999.

(k) Incorporated by reference from the Current Report on Form 8-K filed May 22, 2000.

(b) Reports on Form 8-K. On September 2, 2003, the Company filed a Form 8-K report with respect to the press release issued on that date concerning the financial results for the fiscal quarter ended July 31, 2003.

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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: December 3, 2003	By:	/s/    JAMIE H. SHAFFER
		Jamie H. Shaffer Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer)

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EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No.	Description
11	Statement regarding computation of per share earnings
31.1	Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley Act of 2002
31.2	Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-Oxley Act of 2002
32.1	Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-Oxley Act of 2002

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EX-11

Exhibit 11

CASEY’S GENERAL STORES, INC.

Computation of Per Share Earnings

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

	Three Months Ended October 31,
	2003		2002
Basic earnings per share
Weighted average number of shares outstanding		49,832,912	49,642,495
Net income	$	15,770	13,445
Basic earnings per common share	$	.32	.27
Diluted earnings per share
Weighted average number of shares outstanding		49,832,912	49,642,495
Shares applicable to stock options		184,277	80,836
		50,017,189	49,723,331
Net Income	$	15,770	13,445
Diluted earnings per common share	$	.32	.27

Exhibit 11

CASEY’S GENERAL STORES, INC.

Computation of Per Share Earnings

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

	Six Months Ended October 31,
	2003		2002
Basic earnings per share
Weighted average number of
shares outstanding		49,798,529	49,634,279
Net income	$	29,597	25,636
Basic earnings per common share	$	.59	.52
Diluted earnings per share
Weighted average number of shares outstanding		49,798,529	49,634,279
Shares applicable to
stock options		167,504	90,478
		49,966,033	49,724,757
Net Income	$	29,597	25,636
Diluted earnings per common share	$	.59	.52

EX-31.1

Exhibit 31.1

Certification of Ronald M. Lamb

under Section 302 of the

Sarbanes Oxley Act of 2002

I, Ronald M. Lamb, 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 officers 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)) 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) 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

(c) 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 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 function):

(a) all significant deficiencies and material weakness 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: December 2, 2003	/s/    RONALD M. LAMB
	Ronald M. Lamb Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Jamie H. Shaffer

under Section 302 of the

Sarbanes Oxley Act of 2002

I, Jamie H. Shaffer, certify that:

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

2. Based on my knowledge, this quarterly 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 officers 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)) 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) 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

(c) 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 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 function):

(a) all significant deficiencies and material weakness 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: December 3, 2003	/s/    JAMIE H. SHAFFER
	Jamie H. Shaffer Vice President and Chief Financial Officer

EX-32.1

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 October 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald M. Lamb, 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 result of operations of the Company.

/s/    RONALD M. LAMB        

Ronald M. Lamb

Chief Executive Officer

December 2, 2003

EX-32.2

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 October 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jamie H. Shaffer, 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 result of operations of the Company.

/s/    JAMIE H. SHAFFER        

Jamie H. Shaffer

Chief Financial Officer

December 3, 2003