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, 2011

Commission File Number 0-34700

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

IOWA	42-0935283
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
ONE CONVENIENCE BOULEVARD, ANKENY, IOWA	50021
(Address of principal executive offices)	(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

NONE

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

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

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

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

Class	Outstanding at December 2, 2011
Common stock, no par value per share	38,061,659 shares

CASEY’S GENERAL STORES, INC.

INDEX

			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
		Condensed consolidated balance sheets – October 31, 2011 and April 30, 2011 (unaudited)	3
		Condensed consolidated statements of earnings – three and six months ended October 31, 2011 and 2010 (unaudited)	5
		Condensed consolidated statements of cash flows – six months ended October 31, 2011 and 2010 (unaudited)	6
		Notes to unaudited condensed consolidated financial statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk.	24
	Item 4.	Controls and Procedures.	24
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings.	25
	Item 1A.	Risk Factors.	25
	Item 6.	Exhibits.	26
SIGNATURE			28

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(DOLLARS IN THOUSANDS)

	October 31, 2011		April 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	86,200		59,572
Receivables		19,752		20,154
Inventories		159,868		159,200
Prepaid expenses		2,007		1,180
Deferred income taxes		11,393		10,405
Income tax receivable		—		43,376
Total current assets		279,220		293,887
Other assets, net of amortization		11,801		11,721
Goodwill		104,386		88,042
Property and equipment, net of accumulated depreciation of $818,012 at October 31, 2011 and of $777,342 at April 30, 2011		1,302,983		1,217,305
Total assets	$	1,698,390		1,610,955

See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

	October  31, 2011		April  30, 2011
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable to bank	$	—		600
Current maturities of long-term debt		5,845		1,167
Accounts payable		203,185		215,675
Accrued expenses		78,523		77,058
Income taxes payable		1,236		—
Total current liabilities		288,789		294,500
Long-term debt, net of current maturities		673,466		678,680
Deferred income taxes		230,206		203,078
Deferred compensation		13,715		13,858
Other long-term liabilities		19,156		16,943
Total liabilities		1,225,332		1,207,059
Shareholders’ equity:
Preferred stock, no par value		—		—
Common stock, no par value		7,550		3,996
Retained earnings		465,508		399,900
Total shareholders’ equity		473,058		403,896
	$	1,698,390		1,610,955

See notes to unaudited condensed consolidated financial statements.

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

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

	Three months ended October 31,				Six months ended October 31,
	2011		2010		2011		2010
Total revenue	$	1,782,518		1,349,519		3,656,350		2,711,546
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)		1,519,600		1,122,142		3,126,650		2,250,198
Gross profit		262,918		227,377		529,700		461,348
Operating expenses		171,832		153,263		343,248		305,649
Depreciation and amortization		23,432		20,041		46,327		39,604
Interest, net		8,777		8,195		17,711		10,722
Loss on early retirement of debt		—		11,350		—		11,350
Earnings before income taxes		58,877		34,528		122,414		94,023
Federal and state income taxes		21,245		12,836		45,391		35,045
Net earnings	$	37,632		21,692		77,023		58,978
Earnings per common share
Basic	$	.99		.51		2.02		1.27
Diluted	$	.98		.51		2.01		1.26
Basic weighted average shares outstanding		38,055,909		42,283,525		38,040,142		46,622,176
Plus effect of stock options		342,934		287,678		328,239		263,899
Diluted weighted average shares outstanding		38,398,843		42,571,203		38,368,381		46,886,075

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)

	Six months ended October 31,
	2011			2010
Cash flows from operations:
Net earnings	$	77,023			58,978
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization		46,327			39,604
Other amortization		389			275
Stock based compensation		1,521			1,057
Loss on sale and disposal of property and equipment		848			111
Deferred income taxes		26,140			15,651
Excess tax benefits related to stock option exercises		(392	)		(490	)
Loss on early retirement of debt		—			11,350
Changes in assets and liabilities:
Receivables		402			(3,218	)
Inventories		2,200			3,365
Prepaid expenses		(827	)		(610	)
Accounts payable		(12,490	)		28,898
Accrued expenses		1,194			9,068
Income taxes		46,649			1,602
Other, net		(82	)		(18	)
Net cash provided by operations		188,902			165,623
Cash flows from investing:
Purchase of property and equipment		(114,262	)		(87,888	)
Payments for acquisition of stores, net of cash acquired		(37,726	)		(27,354	)
Proceeds from sale of property and equipment		425			780
Net cash used in investing activities		(151,563	)		(114,462	)
Cash flows from financing:
Proceeds from long-term debt		—			569,000
Payments of long-term debt		(728	)		(64,586	)
Net borrowing of short-term debt		(600	)		—
Proceeds from exercise of stock options		1,641			3,120
Payments of cash dividends		(11,416	)		(10,218	)
Repurchase of common stock		—			(501,026	)
Payments of prepayment penalties		—			(11,350	)
Excess tax benefits related to stock option exercises		392			490
Net cash used in financing activities		(10,711	)		(14,570	)

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

	Six months ended October 31,
	2011		2010
Net increase in cash and cash equivalents		26,628		36,591
Cash and cash equivalents at beginning of the period		59,572		151,676
Cash and cash equivalents at end of the period	$	86,200		188,267

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

	Six months ended October 31,
	2011			2010
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	17,864			5,450
Income taxes		(27,852	)		17,372

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, Per Share, and Per Gallon Amounts)

1. Presentation of Financial Statements

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

2. Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of October 31, 2011 and April 30, 2011, and the results of operations for the three months and six months ended October 31, 2011 and 2010, and cash flows for the six months ended October 31, 2011 and 2010.

3. Revenue Recognition

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

4. Fair Value Disclosure

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

5. Disclosure of Compensation Related Costs, Share Based Payments

The 2009 Stock Incentive Plan (the “Plan”), was approved by the Board in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option

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

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

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

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

At October 31, 2011, options for shares (which expire between 2012 and 2021) were outstanding for the Plan and Prior Plans. Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:

	Number of Shares			Weighted Average Exercise Price
Outstanding April 30, 2011		775,609		$	23.38
Granted		441,000			44.39
Exercised		(80,950	)		20.28
Forfeited		(3,500	)		36.19
Outstanding at October 31, 2011		1,132,159		$	31.75

At October 31, 2011, all outstanding options had an aggregate intrinsic value of $20,154 and a weighted average remaining contractual life of 7.4 years. The vested options totaled 354,659 shares with a weighted average exercise price of $22.29 per share and a weighted average remaining contractual life of 4.3 years. The aggregate intrinsic value for the vested options as of October 31, 2011, was $9,667. The aggregate intrinsic value for the total of all options exercised during the six months ended October 31, 2011, was $3,587 and the total fair value of shares granted during the six months ended October 31, 2011, was $6,461.

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Total compensation costs recorded for the six months ended October 31, 2011 and 2010, respectively, were $1,521 and $1,057 for the stock option and restricted stock unit awards. As of October 31, 2011, there was $6,459 of total unrecognized compensation costs related to the Plan and Prior Plans for stock options and $1,435 of unrecognized compensation costs related to restricted stock units which are expected to be recognized ratably through fiscal 2014.

6. Acquisitions

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

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

Assets acquired:
Inventories	$	2,868
Property and equipment		18,765
Total assets		21,633
Liabilities assumed:
Accrued expenses		271
Total liabilities		271
Net tangible assets acquired, net of cash		21,362
Goodwill and other intangible assets		16,364
Total consideration paid, net of cash acquired	$	37,726

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

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

	Six months ended October 31,
	2011		2010
Total revenues	$	3,684,634		2,781,579
Net earnings		77,801		61,161
Earnings per share:
Basic	$	2.05		1.31
Diluted	$	2.03		1.30

7. Commitments and Contingencies

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

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

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

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

The Court also ordered the parties to show cause in writing why the Wilson case and the American Fiber & Cabling case should not be consolidated for all purposes. The matter is now under consideration by the Court. The court has scheduled the trial to commence on May 17, 2012. Management cannot estimate or quantify the relief sought nor the amount of possible loss or potential range of loss related to these actions. Management does not believe the Company is liable to the Plaintiffs for the conduct complained of, and intends to contest the matter vigorously.

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

8. Income Tax Contingencies

The total amount of gross unrecognized tax benefits was $6,148 at April 30, 2011. At October 31, 2011, we had a total of $7,727 in gross unrecognized tax benefits. Of this amount, $5,022 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $312 at October 31, 2011 and $245 at April 30, 2011. Net interest and penalties included in income tax expense for the six months ended October 31, 2011 was an expense of $67 and a benefit of $95 for the same period of 2010. These unrecognized tax benefits relate to certain federal and state income tax filing positions claimed for our corporate subsidiaries.

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

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changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. As of October 31, 2011, the Company has an ongoing federal income tax examination for the tax year 2009. Two states have an examination in progress. The Company did not have any outstanding litigation related to tax matters. At this time, management expects the aggregate amount of unrecognized tax benefits to decrease by approximately $1,411 within the next 12 months. This expected decrease is due to the expiration of statute of limitations related to certain federal and state income tax filing positions.

The statute of limitations for federal income tax filings remains open for the years 2007 and forward. Tax years 2005 and forward are subject to audit by state tax authorities depending on the tax code of each state.

9. Subsequent Events

Events that have occurred subsequent to October 31, 2011 have been evaluated through the filing date of this Quarterly Report on Form 10-Q with the SEC.

10. Risk Factors

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

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

Overview

Casey’s General Stores, Inc. (“Casey’s”) and its wholly-owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company”) operate convenience stores under the name “Casey’s General Store” and “Just Diesel” (hereinafter collectively referred to as “Casey’s Store” or “Stores”) in eleven Midwestern states, primarily Iowa, Missouri and Illinois. On October 31, 2011, there were a total of 1,677 Casey’s Stores in operation. All stores offer gasoline for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. The Company derives its revenue primarily from the retail sale of gasoline and the products offered in its stores.

Approximately 59% of all Casey’s Stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Casey’s Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general

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merchandise items to stores. At October 31, 2011, the Company owned the land at 1,655 locations and the buildings at 1,663 locations, and leased the land at 22 locations and the buildings at 14 locations.

The Company reported basic earnings per common share of $0.99 for the second quarter of fiscal 2012. For the same quarter a year-ago, basic earnings per common share were $0.51. The second quarter of fiscal 2011 results include $11,350 in loss on early retirement of debt and $8,076 in legal and advisory fees associated with the hostile takeover attempt by Alimentation Couche-Tard, Inc. (“Couche-Tard”). Without those expenses, basic earnings per common share would have been approximately $0.81 for the year-ago quarter.

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

The second quarter results reflect a 2.9% decrease in same-store gasoline gallons sold, with an average margin of approximately 16.7 cents per gallon. The Company policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions. During the quarter, the Company continued to benefit from a favorable gasoline margin environment.

Same store sales of grocery and other merchandise rose 5.8% from the comparable period in the prior year with an average margin of 32.5%. Prepared foods and fountain same store sales increased 14.2% from the comparable period in the prior year with an average margin of 59.5%. Operating expenses increased 12.1% in the second quarter of fiscal 2012 from the comparable period in the prior year. Without the expenses associated with the unsolicited offer by Couche-Tard in the prior year, operating expenses would have increased 18.4%, primarily due to 128 more stores in operation, a $5,207 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago.

The weak U.S. economy and persistent unemployment have generally had an adverse impact on consumer disposable income in the Midwest. These conditions have not significantly lowered the overall demand for gasoline and the merchandise sold in stores, but management believes customers often are “trading down” to less expensive items inside the store. For further information concerning the Company’s operating environment and certain of the conditions that may affect future performance, see the “Cautionary Statements” at the end of this Item 2.

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Three Months Ended October 31, 2011 Compared to

Three Months Ended October 31, 2010

(Dollars and Amounts in Thousands)

Three months ended 10/31/11	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,288,498			357,816			128,838			7,366			1,782,518
Gross profit		62,688			116,221			76,658			7,351			262,918
Margin		4.9	%		32.5	%		59.5	%		99.8	%		14.7	%
Gasoline gallons		375,815

Three months ended 10/31/10	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	927,617			308,900			107,183			5,819			1,349,519
Gross profit		52,755			101,655			67,161			5,806			227,377
Margin		5.7	%		32.9	%		62.7	%		99.8	%		16.8	%
Gasoline gallons		353,527

Total revenue for the second quarter of fiscal 2012 increased by $432,999 (32.1%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $360,881 (38.9%) as the number of gallons sold increased by 22,288 (6.3%) while the average retail price per gallon increased 30.9%. During this same period, retail sales of grocery and general merchandise increased by $48,916 (15.8%), primarily due to a greater number of stores in operation and increases in sales of tobacco products, sports and energy drinks and other beverages. Prepared food and fountain sales also increased by $21,655 (20.2%), due to a greater number of stores in operation, the addition of made-to-order sub sandwiches and expanded coffee offerings.

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and automated teller machine (ATM) commissions received and car wash revenues. These revenues increased $1,547 (26.6%) for the second quarter of fiscal 2012 primarily due to the increases in car wash revenues, lottery commissions, and ATM commissions from the comparable period in the prior year.

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Total gross profit margin was 14.7% for the second quarter of fiscal 2012, compared to 16.8% for the comparable period in the prior year. The gross profit margin on retail gasoline sales decreased (to 4.9%) during the second quarter of fiscal 2012 from the second quarter of the prior year (5.7%). However, the gross profit margin per gallon increased (to $.1668) in the second quarter of fiscal 2012 from the comparable period in the prior year ($.1492), primarily due to the competitive response of many gasoline retailers to the movement of wholesale costs. The gross profit margin on retail sales of grocery and other merchandise decreased (to 32.5%) from the comparable period in the prior year (32.9%), primarily due to a more competitive cigarette pricing environment and a shift to larger pack purchases in the beer category. The prepared food margin also decreased (to 59.5%) from the comparable period in the prior year (62.7%), primarily due to higher commodity costs.

Operating expenses increased 12.1% in the second quarter of fiscal 2012 from the comparable period in the prior year. The second quarter of fiscal 2011 included a $8,076 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard. Without these charges in the comparable period, operating expenses would have increased 18.4%, primarily due to a greater number of stores in operation, a $5,207 increase in credit card fees, and higher transportation costs associated with higher fuel prices compared to the same period a year ago. Operating expenses as a percentage of total revenue were 9.6% for the second quarter of fiscal 2012 compared to 11.4% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by the increase in revenues due to the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 16.9% to $23,432 in the second quarter of fiscal 2012 from $20,041 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.

The effective tax rate decreased 110 basis points to 36.1% in the second quarter of fiscal year 2012 from 37.2% in the second quarter of fiscal year 2011. The decrease in the effective tax rate was primarily due to higher federal tax credits for the current year. However, this result was partially offset by a higher taxable income. Net earnings increased by $15,940 (73.5%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, and prepared food and fountain. However, this was partially offset by the increase in operating expenses.

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Six Months Ended October 31, 2011 Compared to

Six Months Ended October 31, 2010

(Dollars and Amounts in Thousands)

Six months ended 10/31/11	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	2,666,412			722,987			252,681			14,270			3,656,350
Gross profit		128,009			234,950			152,501			14,240			529,700
Margin		4.8	%		32.5	%		60.4	%		99.8	%		14.5	%
Gasoline gallons		755,911
Six months ended 10/31/10	Gasoline			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,864,270			626,106			209,565			11,605			2,711,546
Gross profit		111,661			205,680			132,431			11,576			461,348
Margin		6.0	%		32.9	%		63.2	%		99.8	%		17.0	%
Gasoline gallons		712,117

Total revenue for the first six months of fiscal 2012 increased by $944,804 (34.8%) over the comparable period in fiscal 2011. Retail gasoline sales increased by $802,142 (43%) as the number of gallons sold increased by 43,794 (6.1%) while the average retail price per gallon increased 34.7%. During this same period, retail sales of grocery and general merchandise increased by $96,881 (15.5%), primarily due to a greater number of stores in operation and increases in sales of tobacco products, sports and energy drinks, and other beverages . Prepared food and fountain sales also increased by $43,116 (20.6%), due to a greater number of stores in operation, the addition of made-to-order sub sandwiches, and expanded coffee offerings.

The other revenue category primarily consists of lottery, prepaid phone cards, video rental and ATM commissions received and car wash revenues. These revenues increased $2,665 (23%) for the first six months of fiscal 2012 primarily due to the increases in car wash revenues, lottery commissions, and ATM commissions from the comparable period in the prior year.

Total gross profit margin was 14.5% for the first six months of fiscal 2012 compared to 17% for the comparable period in the prior year, primarily due to decreases in the gross profit margin of all three of our major categories. The gross profit margin on

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retail gasoline sales decreased (to 4.8%) during the first six months of fiscal 2012 from the comparable period of the prior year (6%). However, the gross profit margin per gallon increased (to $.1693) in the first six months of fiscal 2012 from the comparable period in the prior year ($.1568), primarily due to the competitive response of many gasoline retailers to the movement of wholesale costs. The gross profit margin on retail sales of grocery and other merchandise decreased (to 32.5%) from the comparable period in the prior year (32.9%), primarily due to a more competitive cigarette pricing environment and a shift to larger pack purchases in the beer category. The prepared food margin also decreased (to 60.4%) from the comparable period in the prior year (63.2%), primarily due to higher commodity costs.

Operating expenses increased 12.3% in the first six months of fiscal 2012 from the comparable period in the prior year. The first six months of fiscal 2011 included a $14,314 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Couche-Tard. Without these charges in the comparable period, operating expenses would have increased 17.8%, primarily due to a greater number of stores in operation, an $11,780 increase in credit card fees, and higher transportation costs associated with higher fuel prices. Operating expenses as a percentage of total revenue were 9.4% for the first six months of fiscal 2011 compared to 11.3% for the comparable period in the prior year. The decrease in operating expenses as a percentage of total revenue was caused primarily by the increase in revenues due to the increase in the average retail price per gallon of gasoline sold.

Depreciation and amortization expense increased 17% to $46,327 in the first six months of fiscal 2012 from $39,604 for the comparable period in the prior year. The increase was due to capital expenditures made during the previous twelve months.Interest expense increased $6,989 (65.2%) in the first six months of fiscal 2012 from the comparable period in the prior year, primarily due to the additional $569,000 principal amount outstanding on the 5.22% Senior Notes issued on August 9, 2010.

The effective tax rate decreased 20 basis points to 37.1% for the first six months of fiscal year 2012 from 37.3% for the comparable period of the prior year. The net decrease in the effective tax rate was primarily due to higher federal tax credits for the current year, partially offset by a smaller increase in uncertain tax positions related to state filing positions in prior years.

Net earnings increased by $18,045 (30.6%). The increase in net earnings was attributable primarily to the increases in gross profit dollars from all three major categories; gas, grocery and other merchandise, and prepared food and fountain. However, this was partially offset by the increases in operating expenses, depreciation and amortization, and interest expense.

Critical Accounting Policies

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

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

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

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

Goodwill. Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of October 31, 2011, there was $104,386 of goodwill. Management’s analysis of recoverability completed as of the fiscal year end yielded no evidence of impairment and no events have occurred since the annual test indicating a potential impairment.

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

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Management expects to continue its on-going evaluation of under-performing stores, and may periodically sell specific stores where further operational and marketing efforts are not likely to improve their performance. The Company incurred impairment charges of $196 during the six months ended October 31, 2011. The Company did not incur any impairment charges during the six months ended October 31, 2010.

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

Liquidity and Capital Resources (Dollars in Thousands)

Due to the nature of the Company’s business, cash provided by operations is the Company’s primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of October 31, 2011, the Company’s ratio of current assets to current liabilities was .97 to 1. The ratio at October 31, 2010 and April 30, 2011 was 1.34 to 1 and 1 to 1, respectively. Management believes that the Company’s current aggregate $100,000 bank line of credit, together with cash flow from operations will be sufficient to satisfy the working capital needs of our business.

Net cash provided by operations increased $23,279 (14.1%) in the six months ended October 31, 2011 from the comparable period in the prior year, primarily as a result of increases in net earnings, deferred income taxes, and income taxes payable. This result was partially offset by a decrease in accounts payable. Cash used in investing in the six months ended October 31, 2011 increased due to the increase in the purchase of additional property and equipment and additional store acquisition activity. Cash used in financing decreased, primarily due to the proceeds from long-term debt in the comparable period in the prior year. This impact was partially offset by the repurchase of 13,157,894 shares of Common Stock and an increase in the repayments of long-term debt in the comparable period in the prior year.

Capital expenditures represent the single largest use of Company funds. Management believes that by reinvesting in stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first six months of fiscal 2012, the Company expended $151,988 primarily for property and equipment, resulting from the construction, acquisition and remodeling of stores, compared to $115,242 for the comparable period in the prior year. The Company anticipates expending between $204,000 and $267,000 in fiscal 2012 for construction, acquisition, and remodeling of stores, primarily from existing cash and funds generated by operations.

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As of October 31, 2011, the Company had long-term debt, net of current maturities, of $673,466 consisting of $569,000 in principal amount of 5.22% Senior Notes, $95,000 in principal amount of 5.72% Senior Notes, Series A and B, $9,461 of capital lease obligations and $5 of mortgage notes payable.

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

Cautionary Statements (Dollars in Thousands)

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

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

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gasoline, other convenience store chains and several non-traditional gasoline retailers such as supermarkets in specific markets. Some of these other gasoline retailers may have access to more favorable arrangements for gasoline supply then do the Company or the firms that supply its stores. Some of the Company’s competitors have greater financial, marketing and other resources than the Company, and, as a result, may be able to respond better to changes in the economy and new opportunities within the industry.

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

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

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

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Environmental Compliance Costs. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double-wall construction, over-fill protection and electronic tank monitoring. The Company currently has 3,938 USTs, of which 3,103 are fiberglass and 835 are steel. Management believes that its existing gasoline procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations.

Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In each of the years ended April 30, 2011 and 2010, the Company spent approximately $648 and $1,083, respectively, for assessments and remediation. During the six months ended October 31, 2011, the Company expended approximately $632 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 2011, approximately $13,946 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for non-compliance with upgrade provisions or other applicable laws. No amounts are currently expected to be repaid. The Company has an accrued liability at October 31, 2011 of approximately $276 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties.

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

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations. We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer. Our first priority is to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk. We mitigate default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of October 31, 2011 would have no material effect on pretax earnings.

In the past, we have used derivative instruments such as options and futures to hedge against the volatility of gasoline cost and were at risk for possible changes in the market value of these derivative instruments. No such derivative instruments were used during the six months ended October 31, 2011 and 2010. However, we do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

Item 4. Controls and Procedures.

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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Item 6. Exhibits.

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

Exhibit No.	Description
3.1	Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996) and Articles of Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 16, 2010, as amended by the Current Report on Form 8-K/A filed April 19, 2010, and the Current Report on Form 8-K filed May 20, 2011).
3.2(a)	Second Amended and Restated By-laws (incorporated by reference from the Current Report on Form 8-K filed June 16, 2009) and Amendments thereto (incorporated by reference from the Current Report on Form 8-K filed May 20, 2011 and the Current Report on Form 8-K filed August 2, 2011).
4.8	Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers of the 5.72% Senior Notes, Series A and Series B (incorporated by reference from the Current Report on Form 8-K filed September 29, 2006).
4.9	Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference from the Current Report on Form 8-K filed August 10, 2010).
21(a)	Subsidiaries of Casey’s General Stores, Inc. (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010).
31.1	Certification of Robert J. Myers under Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document

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101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

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

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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 8, 2011	By:	/s/ William J. Walljasper
		William J. Walljasper
	Its:	Senior Vice President & Chief Financial Officer (Authorized Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No.	Description
31.1	Certification of Robert J. Myers under Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

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

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EX-31.1

Exhibit 31.1

Certification of Robert J. Myers

under Section 302 of the

Sarbanes Oxley Act of 2002

I, Robert J. Myers, 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;

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(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: December 8, 2011	/s/ Robert J. Myers
	Robert J. Myers
	Chief Executive Officer and President

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EX-31.2

Exhibit 31.2

Certification of William J. Walljasper

under Section 302 of the

Sarbanes Oxley Act of 2002

I, William J. Walljasper, 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 annual 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;

32

(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: December 8, 2011	/s/ William J. Walljasper
	William J. Walljasper
	Senior Vice President and Chief Financial Officer

33

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, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert J. Myers, 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.

/s/ Robert J. Myers        

Robert J. Myers

Chief Executive Officer

and President

December 8, 2011

34

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, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Walljasper, 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.

/s/ William J. Walljasper         

William J. Walljasper

Senior Vice President and

Chief Financial Officer

December 8, 2011

35

XML

Income Tax Contingencies (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Apr. 30, 2011
Income Tax Contingency [Line Items]
Gross unrecognized tax benefits	$ 7,727		$ 6,148
Unrecognized tax benefits impacting effective tax rate if recognized	5,022
Unrecognized tax benefits, accrued interest and penalties	312		245
Interest and penalties included in income tax expense (benefit)	67	(95)
State examinations in progress	2
Scenario, Forecast [Member]
Income Tax Contingency [Line Items]
Decrease in unrecognized tax benefits	$ 1,411

XML

Fair Value Disclosure

6 Months Ended

Oct. 31, 2011

Fair Value Disclosure [Abstract]

Fair Value Disclosure

4.   Fair Value Disclosure

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

XML

Revenue Recognition

6 Months Ended

Oct. 31, 2011

Revenue Recognition [Abstract]

Revenue Recognition

3.   Revenue Recognition

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

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Oct. 31, 2011	Apr. 30, 2011
ASSETS
Cash and cash equivalents	$ 86,200	$ 59,572
Receivables	19,752	20,154
Inventories	159,868	159,200
Prepaid expenses	2,007	1,180
Deferred income taxes	11,393	10,405
Income tax receivable		43,376
Total current assets	279,220	293,887
Other assets, net of amortization	11,801	11,721
Goodwill	104,386	88,042
Property and equipment, net of accumulated depreciation of $818,012 at October 31, 2011 and of $777,342 at April 30, 2011	1,302,983	1,217,305
Total assets	1,698,390	1,610,955
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable to bank		600
Current maturities of long-term debt	5,845	1,167
Accounts payable	203,185	215,675
Accrued expenses	78,523	77,058
Income taxes payable	1,236
Total current liabilities	288,789	294,500
Long-term debt, net of current maturities	673,466	678,680
Deferred income taxes	230,206	203,078
Deferred compensation	13,715	13,858
Other long-term liabilities	19,156	16,943
Total liabilities	1,225,332	1,207,059
Shareholders' equity:
Preferred stock, no par value
Common stock, no par value	7,550	3,996
Retained earnings	465,508	399,900
Total shareholders' equity	473,058	403,896
Total liabilities and shareholders' equity	$ 1,698,390	$ 1,610,955

XML

Presentation Of Financial Statements

6 Months Ended

Oct. 31, 2011

Presentation Of Financial Statements [Abstract]

Presentation Of Financial Statements

1.   Presentation of Financial Statements

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

XML

Acquisitions (Allocation Of Purchase Price) (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2011
Acquisitions [Abstract]
Inventories	$ 2,868
Property and equipment	18,765
Total assets	21,633
Accrued expenses	271
Total liabilities	271
Net tangible assets acquired, net of cash	21,362
Goodwill and other intangible assets	16,364
Total consideration paid, net of cash acquired	$ 37,726

XML

Commitments And Contingencies (Details)	Oct. 31, 2011
Commitments And Contingencies [Abstract]
Number of claims	45
Loss contingency, number of jurisdictions	27
Loss contingency, number of states	25

XML

Basis Of Presentation

6 Months Ended

Oct. 31, 2011

Basis Of Presentation [Abstract]

Basis Of Presentation

2.   Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of October 31, 2011 and April 30, 2011, and the results of operations for the three months and six months ended October 31, 2011 and 2010, and cash flows for the six months ended October 31, 2011 and 2010.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2011	Apr. 30, 2011
Condensed Consolidated Balance Sheets [Abstract]
Property and equipment, accumulated depreciation	$ 818,012	$ 777,342
Preferred stock, no par value
Common stock, no par value

XML

Acquisitions (Tables)

6 Months Ended

Oct. 31, 2011

Acquisitions [Abstract]

Allocation Of Purchase Price

Assets acquired:
Inventories	$	2,868
Property and equipment		18,765
Total assets		21,633
Liabilities assumed:
Accrued expenses		271
Total liabilities		271
Net tangible assets acquired, net of cash		21,362
Goodwill and other intangible assets		16,364
Total consideration paid, net of cash acquired	$	37,726

Pro Forma Information Of Consolidated Results Of Operations

		Six months ended October 31,
		2011	2010
Total revenues	$	3,684,634	2,781,579
Net earnings		77,801	61,161
Earnings per share:
Basic	$	2.05	1.31
Diluted	$	2.03	1.30

XML

Document And Entity Information	6 Months Ended
	Oct. 31, 2011	Dec. 02, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012
Entity Registrant Name	CASEYS GENERAL STORES INC
Entity Central Index Key	0000726958
Current Fiscal Year End Date	--04-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		38,061,659

XML

Fair Value Disclosure (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2011	Apr. 30, 2011
Fair Value Disclosure [Abstract]
Fair value of long-term debt excluding capital lease obligations	$ 681,000	$ 636,000
Line of credit, maximum borrowing capacity	100,000
Line of credit, amount owed	$ 0	$ 600

XML

Condensed Consolidated Statements Of Earnings (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011	Oct. 31, 2010
Condensed Consolidated Statements Of Earnings [Abstract]
Total revenue	$ 1,782,518	$ 1,349,519	$ 3,656,350	$ 2,711,546
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	1,519,600	1,122,142	3,126,650	2,250,198
Gross profit	262,918	227,377	529,700	461,348
Operating expenses	171,832	153,263	343,248	305,649
Depreciation and amortization	23,432	20,041	46,327	39,604
Interest, net	8,777	8,195	17,711	10,722
Loss on early retirement of debt		11,350		11,350
Earnings before income taxes	58,877	34,528	122,414	94,023
Federal and state income taxes	21,245	12,836	45,391	35,045
Net earnings	$ 37,632	$ 21,692	$ 77,023	$ 58,978
Earnings per common share
Basic	$ 0.99	$ 0.51	$ 2.02	$ 1.27
Diluted	$ 0.98	$ 0.51	$ 2.01	$ 1.26
Basic weighted average shares outstanding	38,055,909	42,283,525	38,040,142	46,622,176
Plus effect of stock options	342,934	287,678	328,239	263,899
Diluted weighted average shares outstanding	38,398,843	42,571,203	38,368,381	46,886,075

XML

Commitments And Contingencies

6 Months Ended

Oct. 31, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

7.   Commitments and Contingencies

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

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

In a Memorandum and Order entered on May 28, 2010, the Court ruled on the Plaintiffs' Motion for Class Certification in two cases originally filed in the U.S. District Court for the District of Kansas, American Fiber & Cabling, LLC v. BP West Coast Products, LLC, et. al., Case No. 07-2053, and Wilson v. Ampride, Inc., et. al., Case No. 06-2582, in which the Company is a named Defendant.The Court determined that it could not certify a class as to claims against the Company in the American Fiber & Cabling case, having decided that the named Plaintiff had no standing to assert such claims.However, in the Wilson case the Court certified a class as to the liability and injunctive aspects of the Plaintiff's claims for unjust enrichment and violation of the Kansas Consumer Protection Act (KCPA) against the Company and several other Defendants.With respect to claims for unjust enrichment, the class certified consists of all individuals and entities (except employees or affiliates of the Defendants) that, at any time between January 1, 2001 and the present, purchased motor fuel at retail at a temperature greater than 60°F, in the state of Kansas, from a gas station owned, operated, or controlled by one or more of the Defendants.As to claims for violation of the KCPA, the class certified is limited to all individuals, sole proprietors and family partnerships (excluding employees or affiliates of Defendants) that made such purchases.

The Court also ordered the parties to show cause in writing why the Wilson case and the American Fiber & Cabling case should not be consolidated for all purposes.The matter is now under consideration by the Court.The court has scheduled the trial to commence on May 17, 2012. Management cannot estimate or quantify the relief sought nor the amount of possible loss or potential range of loss related to these actions. Management does not believe the Company is liable to the Plaintiffs for the conduct complained of, and intends to contest the matter vigorously.

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

XML

Acquisitions

6 Months Ended

Oct. 31, 2011

Acquisitions [Abstract]

Acquisitions

6.   Acquisitions

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

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

Assets acquired:
Inventories	$	2,868
Property and equipment		18,765
Total assets		21,633
Liabilities assumed:
Accrued expenses		271
Total liabilities		271
Net tangible assets acquired, net of cash		21,362
Goodwill and other intangible assets		16,364
Total consideration paid, net of cash acquired	$	37,726

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

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

		Six months ended October 31,
		2011	2010
Total revenues	$	3,684,634	2,781,579
Net earnings		77,801	61,161
Earnings per share:
Basic	$	2.05	1.31
Diluted	$	2.03	1.30

XML

Acquisitions (Pro Forma Information Of Consolidated Results Of Operations) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Oct. 31, 2011	Oct. 31, 2010
Acquisitions [Abstract]
Total revenues	$ 3,684,634	$ 2,781,579
Net earnings	$ 77,801	$ 61,161
Earnings per share, Basic	$ 2.05	$ 1.31
Earnings per share, Diluted	$ 2.03	$ 1.30

XML

Disclosure Of Compensation Related Costs, Share Based Payments (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		1 Months Ended		0 Months Ended		1 Months Ended			6 Months Ended
	Oct. 31, 2011 years	Oct. 31, 2010	Jun. 23, 2011 Stock Options [Member]	Oct. 31, 2011 2009 Stock Incentive Plan [Member]	Sep. 16, 2011 Restricted Stock [Member]	Jun. 10, 2011 Restricted Stock [Member]	Jun. 23, 2011 Restricted Stock [Member]	Oct. 31, 2011 Restricted Stock [Member]	Oct. 31, 2011 Plan And Prior Plans [Member]	Oct. 31, 2011 Maximum [Member]	Oct. 31, 2011 Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Each award of stock options issued, reduction in shares available amount	1
Each award of restricted stock or restricted unit issued, reduction in shares available amount	2
Shares available for grant				4,428,604
Restricted shares granted					14,000	9,198	15,000
Date vested			June 23, 2014		May 1, 2012	May 1, 2014	June 23, 2014
Stock granted	441,000		441,000
Share-based compensation, cost to grantee			$ 0		$ 0	$ 0	$ 0
Stock options, expiration date										2021	2012
Aggregate intrinsic value of options outstanding	20,154
Weighted average remaining contractual life of options outstanding (years)	7.4
Options vested	354,659
Weighted average exercise price of options vested	$ 22.29
Weighted average remaining contractual life of vested options (years)	4.3
Aggregate intrinsic value of options vested	9,667
Aggregate intrinsic value of options exercised	3,587
Total fair value of shares granted	6,461
Total compensation costs	1,521	1,057
Unrecognized compensation costs								$ 1,435	$ 6,459

XML

Risk Factors

6 Months Ended

Oct. 31, 2011

Risk Factors [Abstract]

Risk Factors

10. Risk Factors

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

XML

Income Tax Contingencies

6 Months Ended

Oct. 31, 2011

Income Tax Contingencies [Abstract]

Income Tax Contingencies

8.   Income Tax Contingencies

            The total amount of gross unrecognized tax benefits was $6,148 at April 30, 2011.At October 31, 2011, we had a total of $7,727 in gross unrecognized tax benefits.Of this amount, $5,022 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.The total amount of accrued interest and penalties for such unrecognized tax benefits was $312 at October 31, 2011 and $245 at April 30, 2011.Net interest and penalties included in income tax expense for the six months ended October 31, 2011 was an expense of $67 and a benefit of $95 for the same period of 2010.These unrecognized tax benefits relate to certain federal and state income tax filing positions claimed for our corporate subsidiaries.

A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. As of October 31, 2011, the Company has an ongoing federal income tax examination for the tax year 2009. Two states have an examination in progress. The Company did not have any outstanding litigation related to tax matters. At this time, management expects the aggregate amount of unrecognized tax benefits to decrease by approximately $1,411 within the next 12 months. This expected decrease is due to the expiration of statute of limitations related to certain federal and state income tax filing positions.

The statute of limitations for federal income tax filings remains open for the years 2007 and forward.  Tax years 2005 and forward are subject to audit by state tax authorities depending on the tax code of each state.

XML

Subsequent Events

6 Months Ended

Oct. 31, 2011

Subsequent Events [Abstract]

Subsequent Events

9.   Subsequent Events

            Events that have occurred subsequent to October 31, 2011 have been evaluated through the filing date of this Quarterly Report on Form 10-Q with the SEC.

XML

Disclosure Of Compensation Related Costs, Share Based Payments (Tables)

6 Months Ended

Oct. 31, 2011

Disclosure Of Compensation Related Costs, Share Based Payments [Abstract]

Schedule Of Issuance Of Stock Option Plans

	Number of Shares		Weighted Average Exercise Price
Outstanding April 30, 2011	775,609	$	23.38
Granted	441,000		44.39
Exercised	(80,950)		20.28
Forfeited	(3,500)		36.19
Outstanding at October 31, 2011	1,132,159	$	31.75

XML

Acquisitions (Narrative) (Details)	6 Months Ended
	Oct. 31, 2011 years
Acquisitions [Abstract]
Number of stores acquired	33
Goodwill deductible for income tax purposes, period (years)	15

XML

Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Oct. 31, 2011	Oct. 31, 2010
Cash flows from operations:
Net earnings	$ 77,023	$ 58,978
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization	46,327	39,604
Other amortization	389	275
Stock based compensation	1,521	1,057
Loss on sale and disposal of property and equipment	848	111
Deferred income taxes	26,140	15,651
Excess tax benefits related to stock option exercises	(392)	(490)
Loss on early retirement of debt		11,350
Changes in assets and liabilities:
Receivables	402	(3,218)
Inventories	2,200	3,365
Prepaid expenses	(827)	(610)
Accounts payable	(12,490)	28,898
Accrued expenses	1,194	9,068
Income taxes	46,649	1,602
Other, net	(82)	(18)
Net cash provided by operations	188,902	165,623
Cash flows from investing:
Purchase of property and equipment	(114,262)	(87,888)
Payments for acquisition of stores, net of cash acquired	(37,726)	(27,354)
Proceeds from sale of property and equipment	425	780
Net cash used in investing activities	(151,563)	(114,462)
Cash flows from financing:
Proceeds from long-term debt		569,000
Payments of long-term debt	(728)	(64,586)
Net borrowing of short-term debt	(600)
Proceeds from exercise of stock options	1,641	3,120
Payments of cash dividends	(11,416)	(10,218)
Repurchase of common stock		(501,026)
Payments of prepayment penalties		(11,350)
Excess tax benefits related to stock option exercises	392	490
Net cash used in financing activities	(10,711)	(14,570)
Net increase in cash and cash equivalents	26,628	36,591
Cash and cash equivalents at beginning of the period	59,572	151,676
Cash and cash equivalents at end of the period	86,200	188,267
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Interest, net of amount capitalized	17,864	5,450
Income taxes	$ (27,852)	$ 17,372

XML

Disclosure Of Compensation Related Costs, Share Based Payments

6 Months Ended

Oct. 31, 2011

Disclosure Of Compensation Related Costs, Share Based Payments [Abstract]

Disclosure Of Compensation Related Costs, Share Based Payments

5.   Disclosure of Compensation Related Costs, Share Based Payments

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

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

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

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

At October 31, 2011, options for shares (which expire between 2012 and 2021) were outstanding for the Plan and Prior Plans. Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:

	Number of Shares		Weighted Average Exercise Price
Outstanding April 30, 2011	775,609	$	23.38
Granted	441,000		44.39
Exercised	(80,950)		20.28
Forfeited	(3,500)		36.19
Outstanding at October 31, 2011	1,132,159	$	31.75

At October 31, 2011, all outstanding options had an aggregate intrinsic value of $20,154 and a weighted average remaining contractual life of 7.4 years. The vested options totaled 354,659 shares with a weighted average exercise price of $22.29 per share and a weighted average remaining contractual life of 4.3 years. The aggregate intrinsic value for the vested options as of October 31, 2011, was $9,667. The aggregate intrinsic value for the total of all options exercised during the six months ended October 31, 2011, was $3,587 and the total fair value of shares granted during the six months ended October 31, 2011, was $6,461.

Total compensation costs recorded for the six months ended October 31, 2011 and 2010, respectively, were $1,521 and $1,057 for the stock option and restricted stock unit awards. As of October 31, 2011, there was $6,459 of total unrecognized compensation costs related to the Plan and Prior Plans for stock options and $1,435 of unrecognized compensation costs related to restricted stock units which are expected to be recognized ratably through fiscal 2014.

XML

Disclosure Of Compensation Related Costs, Share Based Payments (Schedule Of Issuance Of Stock Option Plans) (Details) (USD $)	6 Months Ended
	Oct. 31, 2011
Disclosure Of Compensation Related Costs, Share Based Payments [Abstract]
Number of Shares, Outstanding April 30, 2011	775,609
Number of Shares, Granted	441,000
Number of Shares, Exercised	(80,950)
Number of Shares, Forfeited	(3,500)
Number of Shares, Outstanding at October 31, 2011	1,132,159
Weighted Average Exercise Price, Outstanding April 30, 2011	$ 23.38
Weighted Average Exercise Price, Granted	$ 44.39
Weighted Average Exercise Price, Exercised	$ 20.28
Weighted Average Exercise Price, Forfeited	$ 36.19
Weighted Average Exercise Price, Outstanding at October 31, 2011	$ 31.75