Casey's (CASY) 10-K risk factor changes: FY2024 vs FY2023
The 2024-04-30 10-K against the 2023-04-30 one, compared heading by heading and sentence by sentence.
Item 1A36 rewritten12 added7 removed141 unchanged
All filing items592 rewritten270 added294 removed1,070 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 0 new, 1 reworded and 25 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 270 added, 294 removed, 592 rewritten and 1,070 unchanged across 20 items that differ.
- New this year: Item 1C. CYBERSECURITY; Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Pandemics or disease outbreaks,
[removed: such as COVID-19,]responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
36 rewritten, 12 added, 7 removed, 141 unchanged
Instances or reports of food-safety issues, such as foodborne illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, storage, preparation or service, have in the past [added: significantly damaged the reputations and impacted the sales of companies in the food processing, grocery, convenience, quick service and “fast casual” restaurant sectors, and could affect us as well.]
In addition, guest preferences and store traffic could be adversely impacted by food-safety issues, health concerns or negative publicity about the consumption of our [removed: products, which could damage our reputation and cause a decline in demand for those products and adversely impact our sales.]
In addition, we rely on our suppliers to provide quality ingredients and [added: products and] to comply with applicable food and food safety laws and industry standards.
We may be adversely impacted by increases in the cost of food ingredients and other related [removed: costs][added: costs.]
Additionally, increases in labor, mileage, insurance, fuel, and other costs [added: related to the supply and transportation of food ingredients] could adversely affect the profitability of our stores.
Our continued success depends on our ability to remain relevant with respect to consumer needs and wants, attitudes toward our industry, and our guests’ preferences for ways of doing business with us, particularly with respect to digital engagement, contactless delivery, [added: third-party delivery,] curbside pick-up and other non-traditional ordering and delivery platforms.
This risk is compounded by the [removed: increasing] use of digital media by consumers and the speed by which information and opinions are shared.
If we are unable to anticipate and respond to sudden challenges [added: or changes] that we may face in the marketplace, trends in the market for our products and changing [removed: consumer demands and sentiment, it could have a material adverse effect on our business, financial condition and results of operations.]
Total credit card fees paid in fiscal [added: 2024,] 2023 and 2022 exceeded $200 million.
These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, [removed: governmentally-imposed] [added: government imposed] fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others.
[added: While these actions are generally routine in nature,] incidental to the operation of our business and immaterial in scope, if our assessment of any action or actions should prove inaccurate, our financial condition and results of operations could be adversely affected.
Additionally, we are occasionally exposed to industry-wide or class-action claims arising from the products we carry, industry-specific business practices or other operational matters, including [added: accessibility,] wage-and-hour and other employment [removed: related individual and class-action claims.]
Pandemics or disease outbreaks, [removed: such as COVID-19,] responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results.
Pandemics or disease outbreaks [removed: such as COVID-19 and its variants (collectively, “COVID-19”)] have had, and may continue to have, adverse impacts on the Company’s business.
In addition, the general economic and other impacts related to responsive actions taken by governments and others to mitigate the spread of [removed: COVID-19, or in the future other] pandemics or disease outbreaks, including but not limited to stay-at-home, shelter-in-place and other travel restrictions, social distancing requirements, mask mandates, limitations on certain businesses’ hours and operations, limits on public gatherings and other events, and restrictions on what, and in certain cases how, certain products can be sold and offered to our guests, have, and may continue to, result in [removed: similar] declines in store traffic and overall demand, increased operating costs, and decreased or slower unit/store growth.
Further, although the Company’s business was deemed an “essential service” by many public authorities throughout the COVID-19 pandemic, allowing our operations to continue (in some cases in a modified manner), there are no guarantees the designation will continue, or be applied during a future pandemic or [removed: COVID-19] [added: disease] outbreak, which would require us to reduce our operations and potentially close stores for an undetermined period of time.
A breach of any covenant, even if unintentional, could result in a default [added: or other negative consequences] under such agreements, which could, if not timely cured, permit lenders to [added: secure outstanding amounts,] declare all amounts outstanding to be immediately due and payable, [removed: and] [added: and/or] to terminate such instruments, which in turn could have a material adverse effect on our business, liquidity, financial condition and results of operation.
Tax laws and regulations are dynamic and subject to change as new laws are passed, new administrations are elected and new interpretations of existing laws are [removed: issued and applied.][added: issued, applied and/or enforced.]
These activities could result in increased expenditures for tax liabilities in the [removed: future.][added: future or a decrease in the disposable income of our guests.]
Our business is subject to extensive governmental laws and regulations that include, but are not limited to, those relating to environmental protection and remediation; the preparation, transportation, storage, sale and labeling of [removed: food;] [added: food and other products;] minimum wage, overtime and other employment and labor laws and regulations; the Americans with Disabilities Act; legal restrictions on the sale of alcohol, tobacco and nicotine products, money orders, lottery/lotto and other age-restricted products; compliance with the Payment Card Industry Data Security Standards and similar requirements; compliance with the Federal Motor Carriers Safety Administration regulations; and, securities laws and Nasdaq listing standards.
These, and other laws and regulations, are dynamic and subject to change as new laws are passed, new interpretations of existing laws are issued and applied and as [added: political administrations and majorities change over time.]
[removed: A violation or change of these laws could adversely affect our business, financial condition, and results of operations] because state and local regulatory agencies have the power to approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of certain of these products or to seek other remedies.
These governmental actions, as well as national, state and local campaigns and regulations to discourage tobacco and nicotine use and limit the sale of such products, including but not limited to tax increases related to such products and certain actions taken to increase the minimum age in order to purchase such products, have resulted or may in the future result in, reduced industry volume and consumption levels, and could materially affect the retail price of [removed: cigarettes,] [added: cigarettes or other nicotine products,] unit volume and revenues, gross profit, and overall guest traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Sales of tobacco and nicotine products have averaged approximately [removed: 10%] [added: 9%] of our total revenue over the past three fiscal years, and our tobacco and nicotine revenue less cost of goods sold (excluding depreciation and amortization) accounted for approximately 9% of the total revenue less cost of goods sold (excluding depreciation and amortization) for the same period.
General economic and political conditions, including social and political causes and movements, higher interest rates, higher fuel and other energy costs, inflation, increases or fluctuations in commodity prices such as [removed: cheese] [added: cheese, proteins] and coffee, higher levels of unemployment, [removed: unemployment benefits and related stimulus provided as a result of the COVID-19 pandemic (including the rollback of certain payment relief programs introduced during the pandemic such as delayed or deferred rent, student loan payments, etc.),] higher consumer debt levels and lower consumer discretionary spending, higher tax rates and other changes in tax laws or other economic factors may affect the operations of our stores, input costs, consumer spending, buying habits and labor markets generally, and could adversely affect the discretionary income and spending levels of our guests, the costs of the products we sell in our stores, the consumer demand for such products and the labor costs of transporting, storing and selling those products.
In addition, unfavorable economic conditions, especially those affecting the agricultural industry, higher fuel prices, and unemployment levels can affect consumer confidence, spending patterns, and miles driven, and [added: can cause guests to “trade down” to lower priced products in certain categories when these conditions exist.]
Technological advances and consumer behavior in reducing fuel use, governmental mandates to improve fuel efficiency and consumer desire or regulations to lower carbon emissions could lessen the demand for our largest revenue product, petroleum-based motor fuel, which may have a material adverse effect on our business, financial condition, and results of [removed: operation.]
In addition, a shift toward electric, [added: hybrid,] hydrogen, natural gas or other alternative fuel-powered vehicles, including driverless motor vehicles, could fundamentally change the shopping and driving habits of our guests or lead to new forms of fueling destinations or new competitive pressures.
The vast majority of our [removed: stores] [added: stores, our distribution centers, and our corporate offices,] are located in the Midwest region of the United States, which is susceptible to tornadoes, thunderstorms, extended periods of rain or unseasonably cold temperatures, flooding, ice storms, and heavy snow.
Inclement weather conditions could damage our [removed: facilities] [added: facilities, impact our supply chain and the supply chain of our vendors,] or could have a significant impact on consumer behavior, travel, and convenience store traffic patterns as well as our ability to operate our [removed: locations.][added: stores, distribution centers or corporate offices.]
Over the past three fiscal years, on average our fuel revenues accounted for approximately [removed: 63%] [added: 65%] of total revenue and our fuel revenue less cost of goods sold (excluding depreciation and amortization) accounted for approximately 34% of the total revenue less cost of goods sold (excluding depreciation and amortization).
Crude oil and domestic wholesale petroleum markets are currently, and in the recent past have been, marked by significant [removed: volatility, starting with the onset of the COVID-19 pandemic and its effects and more recently with the conflict in Ukraine.][added: volatility.]
We compete with many other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, club stores, fast food outlets, [removed: and] [added: restaurants, coffee shops,] mass merchants, and a variety of other retail companies, including retail gasoline companies that have more extensive retail outlets, greater brand name recognition and more established fuel supply arrangements.
[removed: These risks include, but are not limited to, the inability to identify and acquire suitable sites at advantageous prices; competition in targeted market] areas; difficulties in obtaining favorable financing for larger acquisitions or construction projects; difficulties during the acquisition process in discovering some of the liabilities of the businesses that we acquire; difficulties associated with our existing financial controls, information systems, management resources and human resources needed to support our future growth; difficulties with hiring, training and retaining skilled personnel; difficulties in adapting distribution and other operational and management systems to an expanded network of stores; difficulties in adopting, adapting to or changing the business practices, models or processes of stores or chains we acquire; difficulties in obtaining governmental and other third-party consents, permits and licenses needed to operate additional stores; difficulties in obtaining the cost savings and financial improvements we anticipate from future acquired stores; the potential diversion of our management’s attention from focusing on our core business due to an increased focus on acquisitions; and, challenges associated with the consummation and integration of any future acquisition.
For example, the Iowa Business Corporation Act (the “Act”) prohibits publicly held Iowa corporations to which it applies from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person [added: became an interested shareholder unless the business combination is approved in a prescribed manner.]
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products or products we sell at our stores, which could damage our reputation and cause a decline in demand for those products and adversely impact our sales.
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consumer demands and sentiment, it could have a material adverse effect on our business, financial condition and results of operations.
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related individual and class-action claims.
A violation or change of these laws could adversely affect our business, financial condition, and results of operations
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operation.
These risks include, but are not limited to, the inability to identify and acquire suitable sites at advantageous prices; competition in targeted market
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significantly damaged the reputations and impacted the sales of companies in the food processing, grocery, quick service and “fast casual” restaurant sectors, and could affect us as well.
For fiscal 2021, total credit card fees paid were approximately $150 million.
While these actions are generally routine in nature,
political administrations and majorities change over time.
For example, the recent conflict in Ukraine has resulted in historically high oil and other commodity prices, which, coupled with a recent period of high inflation, has significantly increased the cost of fuel and other products we sell.
can cause guests to “trade down” to lower priced products in certain categories when these conditions exist.
became an interested shareholder unless the business combination is approved in a prescribed manner.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
2 rewritten, 0 added, 0 removed, 10 unchanged
Based upon the outstanding balance of the Company's term loan facilities as of April 30, [removed: 2023,] [added: 2024,] an immediate 100-basis-point move in interest rates would have an approximate annualized impact of [removed: $2.5] [added: $2.3] million on interest expense.
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Item 1. BUSINESS
67 rewritten, 25 added, 19 removed, 122 unchanged
As of April 30, [removed: 2023,] [added: 2024,] Casey’s General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and "Casey’s General Store" (collectively, with the stores below referenced as "GoodStop", [removed: "Bucky's" or] [added: "Bucky's",] "Minit Mart", [added: or "Lone Star Food Store"] referred to as "Casey's" or the "Company") throughout [removed: 16] [added: 17] states, [removed: primarily] [added: over half of which are located] in Iowa, Missouri, and Illinois.
[removed: On] [added: As of] April 30, [removed: 2023,] [added: 2024,] there were a total of [removed: 2,521] [added: 2,658] stores in operation.
As of April 30, [removed: 2023, 217] [added: 2024, 233] store locations offered car washes.
In addition, all but [removed: seven] [added: eight] store locations offer fuel for sale on a self-service basis.
Similar to most of our store footprint, the "GoodStop" [added: and "Lone Star Food Store"] locations offer fuel for sale on a self-serve basis, and a broad selection of snacks, beverages, tobacco products, and other essentials.
However, [added: some of] these locations [removed: typically] do not have a kitchen and have limited prepared food offerings.
The Company is also temporarily operating certain locations acquired from Buchanan Energy [removed: during the prior fiscal year] under the name "Bucky's" and certain locations acquired from Minit Mart LLC [removed: during the current fiscal year] under the name "Minit Mart." The Company is in the process of transitioning all "Bucky's" and "Minit Mart" locations to either the "Casey's" or "GoodStop" brand.
The Company has [removed: 76] [added: 73] dealer locations, where Casey’s manages fuel wholesale supply agreements to these stores.
Approximately [removed: 50%] [added: 72%] of all stores [removed: in the Company] were opened in areas with populations of fewer than [removed: 5,000 persons, while approximately 26% of our stores were opened in communities with populations of more than] 20,000 persons.
The Company operates three distribution [removed: centers - in Ankeny, Iowa adjacent to our corporate headquarters, which we refer to as our Store Support Center, in Terre Haute, Indiana and in Joplin, Missouri - from] [added: centers, through] which certain grocery and general merchandise and prepared food and dispensed beverage items are supplied to our [removed: stores by our Company-operated delivery fleet.][added: stores.]
The Company [removed: has] [added: had] a fleet of [removed: 397] [added: 421] tractors used for [removed: distribution.][added: distribution as of April 30, 2024.]
Additionally, you can go to our website to read our Financial Code of Ethics for the CEO and Senior Financial Officers, Corporate Governance Guidelines, Code of [removed: Business] Conduct and Ethics, [added: Supplier Code of Conduct,] and [removed: committee charters.][added: Committee Charters.]
In the event of a waiver from, or updates to, the Code of [removed: Business] Conduct and Ethics, any required disclosure will be posted to our website.
Casey's corporate purpose is to make [removed: the lives of our guests and communities] [added: life] better [added: for communities and guests] every day.
CMC, CSC, and CRC are wholly-owned subsidiaries of Casey’s, while CGS Stores, LLC [removed: and Heartland Property Company, LLC are] [added: is a] wholly-owned [removed: subsidiaries] [added: subsidiary] of CMC.
CRC owns and/or operates certain stores in Illinois, Kansas, Michigan, Minnesota, Nebraska, North Dakota, and South Dakota, holds the rights to the Company's trademarks, service marks, trade names, and other intellectual property, and performs most [removed: “corporate”] [added: strategic] functions of the enterprise.
CMC owns and/or operates stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Ohio, Oklahoma, [removed: and] Wisconsin, and [added: Texas, and] is responsible for all of our wholesale operations, including all three distribution centers and management of the wholesale fuel network.
It is our practice to continually make additions to the Company’s product line, especially products with higher [removed: gross profit] margins such as prepared food and our new private label offerings, described below.
To facilitate many of these items, we have installed full kitchens in almost all of our stores, other than those branded as [removed: “GoodStop”.][added: “GoodStop” and "Lone Star Food Store".]
[removed: In addition, we] [added: We] have [added: also] expanded our prepared food offerings, which currently includes made to order cheesy breadsticks, sandwiches and wraps, chicken wings, chicken tenders, breakfast croissants and biscuits, breakfast pizza, breakfast burritos, hash browns, burgers, and bakery items which includes include donuts, cookies and brownies as well as other seasonal items.
[removed: During the fiscal year, the Company launched new limited time offers to include our “Ultimate Beer Cheese Breakfast Pizza” as well as our “BBQ Brisket Pizza.”] Additional stores selling pizza will come on line as newly acquired stores are remodeled and kitchens are added.
[removed: Finally, as] [added: As] of April 30, [removed: 2023,] [added: 2024,] the Company was selling [removed: donuts] [added: bakery items such as donuts, cookies and brownies] in [removed: 2,449] [added: 2,570] (97%) of our [removed: stores in addition to cookies, brownies, and other bakery items.][added: stores.]
In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 37%] [added: 35%] of our total revenue, but they have resulted in approximately 66% of our revenue less cost of goods sold (excluding depreciation and amortization).
Revenue less cost of goods sold (excluding depreciation and amortization) as a percentage of revenue on prepared food items averaged approximately [removed: 59%] [added: 58%] for the three fiscal years ended April 30, [removed: 2023—substantially higher than the impact of retail sales of fuel, which averaged approximately 12%.][added: 2024.]
The selection is a blend of differentiated private label products (which [removed: now] includes over [removed: 300] [added: 350] items as of April 30, [removed: 2023),] [added: 2024),] as well as favored national and regional brands, many of which can be found in larger format stores.
All but [removed: seven] [added: eight] stores offer retail motor fuel products for sale on a self-service basis.
[removed: In addition to earning points, guests may] receive other program benefits such as special offers and bonus points.
At the end of the fiscal year, the Company had surpassed [removed: 6.4] [added: 7.9] million members enrolled in the program.
Nearly all locations feature a bright sign which displays the [removed: Casey’s or] [added: Casey’s,] GoodStop [added: or Lone Star Food Store] name and trade/service marks.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Number of gallons sold | | | [removed: 2,672,366] [added: 2,828,669] | | | | | | [removed: 2,579,179] [added: 2,672,366] | | | | | | [removed: 2,180,772] [added: 2,579,179] | | |
| Total retail fuel sales | | | $ | [removed: 10,027,310] [added: 9,402,071] | | | | | $ | [removed: 8,312,038] [added: 10,027,310] | | | | | $ | [removed: 4,825,466] [added: 8,312,038] | |
| Percentage of total revenue | | | [removed: 66.4] [added: 63.3] | | % | | | | [removed: 64.2] [added: 66.4] | | % | | | | [removed: 55.4] [added: 64.2] | | % |
| Percentage of revenue less cost of goods sold (excluding depreciation and amortization) | | | [removed: 10.7] [added: 11.9] | | % | | | | [removed: 11.2] [added: 10.7] | | % | | | | [removed: 15.8] [added: 11.2] | | % |
| Average retail price per gallon | | | $ | [removed: 3.75] [added: 3.32] | | | | | $ | [removed: 3.22] [added: 3.75] | | | | | $ | [removed: 2.21] [added: 3.22] | |
| Average revenue less cost of goods sold per gallon (excluding depreciation and amortization) | | | [removed: 40.22] [added: 39.48] | | ¢ | | | | [removed: 36.01] [added: 40.22] | | ¢ | | | | [removed: 34.91] [added: 36.01] | | ¢ |
| Average number of gallons sold per store* | | | [removed: 1,092] [added: 1,102] | | | | | | [removed: 1,047] [added: 1,092] | | | | | | [removed: 981] [added: 1,047] | | |
Average retail prices of fuel during the year [removed: increased 16.5%] [added: decreased 11.5%] from prior year.
Fuel prices increased at the end of the [removed: prior] [added: 2022] fiscal year due to overall supply issues, as [removed: refiners cut production levels in response to a slowing economy during the COVID-19 pandemic and as] Russia's invasion of Ukraine resulted in a United States ban of Russian crude oil imports.
While prices have moderated since the highs seen at the end of the [removed: prior] [added: 2022] fiscal [removed: year] [added: year,] and [removed: the first quarter] [added: start] of [added: the] fiscal [removed: 2023,] [added: 2023 year,] the higher costs have continued into [removed: 2023.][added: fiscal 2024 due to the ongoing conflict between Russia and Ukraine, unrest in the Middle East and economic uncertainty in Western nations.]
The Company had 62 stores operating under the "GoodStop (by Casey’s)" brand and 10 stores operating under the "Lone Star Food Store" brand as of April 30, 2024.
Approximately 1% of total revenue for the year-ended April 30, 2024 relates to this dealer network.
One distribution center is adjacent to our corporate headquarters, which we refer to as the Store Support Center facility in Ankeny, Iowa.
The other two distribution centers are located in Terre Haute, Indiana and Joplin, Missouri.
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Pizza is available in almost all of our stores as of April 30, 2024.
During the fiscal year, the Company launched a new thin crust pizza line.
In addition to the new platform in pizza, the company also relaunched our lunch offering by upgrading the quality of our entire hot sandwich line, including adding a spicy chicken sandwich.
In addition to earning points, guests may
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We have a range of store designs differing in size and offerings.
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fleet network.
Casey’s CARES about our communities and guests.
We believe our people and culture are our foundation for success.
Team Member Value Proposition ("TMVP")
We have a defined TMVP that is grounded in four pillars that support what Team Members value in their employment at Casey's.
- Career Growth – providing development, coaching and ultimately pathways for career growth.
- Engaging Work – simplifying work, providing skill training, transparent communications and goal alignment.
- Living Casey’s CARES Culture – clarity and alignment to mission and vision of the company, making work fun, supportive & caring leaders, and a welcoming culture.
- Well-being – fair and competitive pay, meaningful benefits & recognition, support for work-life balance.
In addition, during the 2024 fiscal year, the Company enhanced coverages for dental and vision, introduced company paid short-term disability for all full-time Team Members, and long-term disability for certain full-time Team Members, as well as increased the coverages and access for mental health services.
Across our entire Team Member base, 57% of our
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During the prior fiscal year, the Company introduced certain stores branded or rebranded as "GoodStop (by Casey’s)".
As of April 30, 2023, 43 stores operate under the "GoodStop" brand.
The Company also operates two stores selling primarily tobacco and nicotine products, one liquor-only store, and one grocery store.
Heartland Property Company, LLC was organized as a Delaware limited liability company in September 2019, for the purposes of acquiring land and real estate.
In addition, the acquisition of Buchanan Energy during the prior fiscal year resulted in the addition of several subsidiaries to the Company’s corporate structure, including Bucks, LLC, a Nebraska limited liability company, Buchanan Energy (N), LLC and Buchanan Energy (S), LLC, each Delaware limited liability companies, Buck’s, LLC of Collinsville, an Illinois limited liability company, and C.T. Jewell Company, Inc., a Nebraska corporation.
The Company is in the process of merging these subsidiaries into the applicable Company legacy entities, described above.
It was available in 2,465 stores (98%) as of April 30, 2023.
The current larger store design measures approximately 2,550 square feet devoted to sales area, 550 square feet to kitchen space, 400 square feet to storage, and 2 large multi-stall public restrooms.
There is also a smaller store design that is generally designated for smaller communities that measures approximately 1,350 square feet devoted to sales area with the remaining areas similar in size, and 2 single user restrooms.
All stores are air-conditioned and have modern refrigeration equipment.
As of April 30, 2023, we operated 526 stores on a 24-hour basis, and another 1,843 have expanded hours.
Approximately 66% of total revenue for the year ended April 30, 2023 was derived from the retail sale of fuel.
depreciation and amortization) per gallon increased by 11.7%.
In the 2023 fiscal year, Casey’s became “Great Places to Work” certified.
This certification is administered by an independent third party and is based largely on team member survey results.
Total Rewards
In addition, during the 2023 fiscal year, we enhanced our offerings to include a military pay differential benefit for team members in the armed forces during periods of military service, introduced a free care management service for those suffering from back and joint pain/injury to expedite improved pain management and/or healing, and increased the contributions to, and number of visits allowed, in our Employee Assistance Program (EAP), which allows our team members and their families additional support for mental health at no cost.
We also increased participation and
leak; (iv) prevention of leakage through tank closings; and (v) required fuel inventory record keeping.
An excerpt. Shown here: 40 of 67 rewritten, all 25 added and all 19 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Cover and table of contents
27 rewritten, 8 added, 1 removed, 82 unchanged
For the Fiscal Year Ended April 30, [removed: 2023][added: 2024]
The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2022,] [added: 2023,] was approximately [removed: $8.7] [added: $10.1] billion based on the closing sales price [removed: ($232.71] [added: ($271.91] per share) as quoted on the NASDAQ Global Select Market.
| Class | | | | | | Outstanding at June [removed: 13, 2023] [added: 20, 2024] | | |
| Common Stock, no par value per share | | | | | | [removed: 37,297,918] [added: 37,111,457] shares | | |
Certain information called for by Items 10, 11, 12, 13 and 14 of Part III is hereby incorporated by reference from the definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April 30, [removed: 2023.][added: 2024.]
[Table of [removed: Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
| PART I | | | ITEM 1. | | | [removed: [Business](#if4da3a91510e41378df36a5898e36d11_13)] [added: [Business](#i7f155e18b2f74a798b6a7d1803076535_13)] | | | [removed: [4](#if4da3a91510e41378df36a5898e36d11_13)] [added: [4](#i7f155e18b2f74a798b6a7d1803076535_13)] | | |
| | | | ITEM 1A. | | | [Risk [removed: Factors](#if4da3a91510e41378df36a5898e36d11_16)] [added: Factors](#i7f155e18b2f74a798b6a7d1803076535_16)] | | | [removed: [9](#if4da3a91510e41378df36a5898e36d11_16)] [added: [9](#i7f155e18b2f74a798b6a7d1803076535_16)] | | |
| | | | ITEM 1B. | | | [Unresolved Staff [removed: Comments](#if4da3a91510e41378df36a5898e36d11_19)] [added: Comments](#i7f155e18b2f74a798b6a7d1803076535_19)] | | | [removed: [17](#if4da3a91510e41378df36a5898e36d11_19)] [added: [16](#i7f155e18b2f74a798b6a7d1803076535_19)] | | |
| | | | ITEM 2. | | | [removed: [Properties](#if4da3a91510e41378df36a5898e36d11_22)] [added: [Properties](#i7f155e18b2f74a798b6a7d1803076535_22)] | | | [removed: [17](#if4da3a91510e41378df36a5898e36d11_22)] [added: [17](#i7f155e18b2f74a798b6a7d1803076535_22)] | | |
| | | | ITEM 3. | | | [Legal [removed: Proceedings](#if4da3a91510e41378df36a5898e36d11_25)] [added: Proceedings](#i7f155e18b2f74a798b6a7d1803076535_25)] | | | [removed: [17](#if4da3a91510e41378df36a5898e36d11_25)] [added: [17](#i7f155e18b2f74a798b6a7d1803076535_25)] | | |
| | | | ITEM 4. | | | [Mine Safety [removed: Disclosures](#if4da3a91510e41378df36a5898e36d11_28)] [added: Disclosures](#i7f155e18b2f74a798b6a7d1803076535_28)] | | | [removed: [17](#if4da3a91510e41378df36a5898e36d11_28)] [added: [17](#i7f155e18b2f74a798b6a7d1803076535_28)] | | |
| PART II | | | ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#if4da3a91510e41378df36a5898e36d11_34)] [added: Securities](#i7f155e18b2f74a798b6a7d1803076535_34)] | | | [removed: [18](#if4da3a91510e41378df36a5898e36d11_34)] [added: [18](#i7f155e18b2f74a798b6a7d1803076535_34)] | | |
| | | | ITEM 6. | | | [removed: [\[Reserved\]](#if4da3a91510e41378df36a5898e36d11_37)] [added: [\[Reserved\]](#i7f155e18b2f74a798b6a7d1803076535_37)] | | | [removed: [19](#if4da3a91510e41378df36a5898e36d11_37)] [added: [19](#i7f155e18b2f74a798b6a7d1803076535_37)] | | |
| | | | ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if4da3a91510e41378df36a5898e36d11_40)] [added: Operations](#i7f155e18b2f74a798b6a7d1803076535_40)] | | | [removed: [19](#if4da3a91510e41378df36a5898e36d11_40)] [added: [19](#i7f155e18b2f74a798b6a7d1803076535_40)] | | |
| | | | ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#if4da3a91510e41378df36a5898e36d11_43)] [added: Risk](#i7f155e18b2f74a798b6a7d1803076535_43)] | | | [removed: [29](#if4da3a91510e41378df36a5898e36d11_43)] [added: [29](#i7f155e18b2f74a798b6a7d1803076535_43)] | | |
| | | | ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#if4da3a91510e41378df36a5898e36d11_46)] [added: Data](#i7f155e18b2f74a798b6a7d1803076535_46)] | | | [removed: [30](#if4da3a91510e41378df36a5898e36d11_46)] [added: [30](#i7f155e18b2f74a798b6a7d1803076535_46)] | | |
| | | | ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if4da3a91510e41378df36a5898e36d11_106)] [added: Disclosure](#i7f155e18b2f74a798b6a7d1803076535_109)] | | | [removed: [53](#if4da3a91510e41378df36a5898e36d11_106)] [added: [51](#i7f155e18b2f74a798b6a7d1803076535_109)] | | |
| | | | ITEM 9A. | | | [Controls and [removed: Procedures](#if4da3a91510e41378df36a5898e36d11_109)] [added: Procedures](#i7f155e18b2f74a798b6a7d1803076535_112)] | | | [removed: [53](#if4da3a91510e41378df36a5898e36d11_109)] [added: [51](#i7f155e18b2f74a798b6a7d1803076535_112)] | | |
| | | | ITEM 9B. | | | [Other [removed: Information](#if4da3a91510e41378df36a5898e36d11_112)] [added: Information](#i7f155e18b2f74a798b6a7d1803076535_115)] | | | [removed: [54](#if4da3a91510e41378df36a5898e36d11_112)] [added: [51](#i7f155e18b2f74a798b6a7d1803076535_115)] | | |
| PART III | | | ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if4da3a91510e41378df36a5898e36d11_118)] [added: Governance](#i7f155e18b2f74a798b6a7d1803076535_121)] | | | [removed: [55](#if4da3a91510e41378df36a5898e36d11_118)] [added: [52](#i7f155e18b2f74a798b6a7d1803076535_121)] | | |
| | | | ITEM 11. | | | [Executive [removed: Compensation](#if4da3a91510e41378df36a5898e36d11_121)] [added: Compensation](#i7f155e18b2f74a798b6a7d1803076535_124)] | | | [removed: [55](#if4da3a91510e41378df36a5898e36d11_121)] [added: [52](#i7f155e18b2f74a798b6a7d1803076535_124)] | | |
| | | | ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if4da3a91510e41378df36a5898e36d11_124)] [added: Matters](#i7f155e18b2f74a798b6a7d1803076535_127)] | | | [removed: [55](#if4da3a91510e41378df36a5898e36d11_124)] [added: [52](#i7f155e18b2f74a798b6a7d1803076535_127)] | | |
| | | | ITEM 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#if4da3a91510e41378df36a5898e36d11_127)] [added: Independence](#i7f155e18b2f74a798b6a7d1803076535_130)] | | | [removed: [55](#if4da3a91510e41378df36a5898e36d11_127)] [added: [52](#i7f155e18b2f74a798b6a7d1803076535_130)] | | |
| | | | ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#if4da3a91510e41378df36a5898e36d11_130)] [added: Services](#i7f155e18b2f74a798b6a7d1803076535_133)] | | | [removed: [55](#if4da3a91510e41378df36a5898e36d11_130)] [added: [52](#i7f155e18b2f74a798b6a7d1803076535_133)] | | |
| PART IV | | | ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if4da3a91510e41378df36a5898e36d11_136)] [added: Schedules](#i7f155e18b2f74a798b6a7d1803076535_139)] | | | [removed: [56](#if4da3a91510e41378df36a5898e36d11_136)] [added: [53](#i7f155e18b2f74a798b6a7d1803076535_139)] | | |
| | | | ITEM 16. | | | [Form 10-K [removed: Summary](#if4da3a91510e41378df36a5898e36d11_139)] [added: Summary](#i7f155e18b2f74a798b6a7d1803076535_142)] | | | [removed: [58](#if4da3a91510e41378df36a5898e36d11_139)] [added: [55](#i7f155e18b2f74a798b6a7d1803076535_142)] | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
| | | | ITEM 1C. | | | [Cybersecurity](#i7f155e18b2f74a798b6a7d1803076535_1225) | | | [16](#i7f155e18b2f74a798b6a7d1803076535_19) | | |
| | | | ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i7f155e18b2f74a798b6a7d1803076535_1236) | | | [51](#i7f155e18b2f74a798b6a7d1803076535_115) | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | [Signatures](#i7f155e18b2f74a798b6a7d1803076535_145) | | | [56](#i7f155e18b2f74a798b6a7d1803076535_145) | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | | | | [Signatures](#if4da3a91510e41378df36a5898e36d11_142) | | | [59](#if4da3a91510e41378df36a5898e36d11_142) | | |
Item 1C. CYBERSECURITY
0 rewritten, 18 added, 0 removed, 0 unchanged
New section this year
Information security and data privacy have been, and continue to be, vitally important to the Company.
Our Board, in coordination with the Audit Committee, provides oversight of the Company’s major information technology risk exposures, including those related to cybersecurity, data privacy and data security, and oversees the steps management has taken to monitor and mitigate such risk exposures.
Cybersecurity and related matters are recurring topics at Audit Committee meetings and the Company’s Chief Information Officer (“CIO”) and Chief Information Security Officer ("CISO") regularly provide the Audit Committee, and periodically the entire Board, with updates on the Company’s cybersecurity risk profile and strategy.
These updates include both qualitative and quantitative information on the effectiveness of the Company’s cybersecurity controls.
Our CIO is responsible for the strategic leadership and direction of the Company’s information technology organization.
As a part thereof, the Company has implemented an information security program, directly overseen by our CISO, that consists of controls and processes designed to prevent, detect, and manage reasonably foreseeable cybersecurity risks and threats, and which is based on recognized best practices including the National Institute of Standards and Technology ("NIST") Cyber Security Framework ("CSF") and Payment Card Industry Data Security Standard ("PCI DSS").
Our CISO, who has over 38-years of industry experience, and his team, have relevant education and experience assessing and managing cybersecurity programs and cybersecurity risks across a mix of enterprises, including the retail industry.
Together with a third-party, the CISO and his team also operate a 24/7 Security Operations Center to monitor the cybersecurity environment and coordinate escalation and remediation of alerts, and we incorporate many other resources to maintain readiness to withstand and respond to a cyber incident including but not limited to incident response tabletop exercises, system recovery exercises, simulated phishing email exercises and security awareness training.
Our CISO and his team have also developed processes to oversee and identify material cybersecurity risks associated with our use of third-party service providers who access our information technology systems, which includes leveraging our vendor risk management program designed to assess and manage the cybersecurity risks associated with these partnerships.
As part of the program, our governance, risk and compliance team conducts due diligence as a part of onboarding new vendors and maintain ongoing evaluations to ensure compliance with our security standards.
The Company has a Cybersecurity Incident Response Plan ("the Plan"), integrated into our enterprise crisis management and business continuity program, which provides protocols and procedures for evaluating and responding to material cybersecurity incidents, including incident handling, disclosure and reporting, notification to senior management, the Board and relevant committees, and meeting external reporting obligations.
As part of the Plan, the Company has also established an Incident Response Governance Team, co-chaired by our CISO and VP, Deputy General Counsel, which is a cross-functional group comprised of relevant stakeholders throughout the organization responsible for organizing the assessment, investigation and response to any material cybersecurity event.
As of the date of this report, no cybersecurity incidents have had, either individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Notwithstanding the comprehensive approach we take to information security, there can be no assurance that our security efforts and measures, and those of our third-party service providers, will prevent or mitigate all incidents that could have a material adverse effect on our business, financial condition or results of operations.
For additional information regarding the risks to us associated with cybersecurity incidents, see Item 1A entitled "Risk Factors."
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 15 unchanged
On April 30, [removed: 2023,] [added: 2024,] we leased a combination of land and/or building at [removed: 121] [added: 140] locations.
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 4 unchanged
[Table of [removed: Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
12 rewritten, 15 added, 13 removed, 19 unchanged
The [removed: 37,263,248] [added: 37,008,488] shares of common stock outstanding at April 30, [removed: 2023] [added: 2024] had a market value of approximately [removed: $8.5] [added: $11.8] billion.
On that date, there were [removed: 1,620] [added: 1,441] shareholders of record.
| Calendar [removed: 2021] [added: 2022] | | | High | | | | | | Low | | | | | | Calendar [removed: 2022] [added: 2023] | | | | | | High | | | | | | Low | | | | | | Calendar [removed: 2023] [added: 2024] | | | | | | High | | | | | | Low | | |
| Q1 | | | $ | [removed: 221.29] [added: 202.50] | | | | | $ | [removed: 175.02] [added: 170.82] | | | | | Q1 | | | | | | $ | [removed: 202.50] [added: 236.45] | | | | | $ | [removed: 170.82] [added: 202.13] | | | | | Q1 | | | | | | $ | [removed: 236.45] [added: 324.40] | | | | | $ | [removed: 202.13] [added: 268.07] | |
The dividends declared in fiscal [removed: 2022] [added: 2024] totaled [removed: $1.39] [added: $1.72] per share.
At its June meeting, the Board of Directors declared a quarterly dividend of [removed: $0.43] [added: $0.50] per share payable August 15, [removed: 2023,] [added: 2024,] to shareholders of record on August 1, [removed: 2023.][added: 2024.]
The cash dividends declared during the calendar years [removed: 2021] [added: 2022] through [removed: 2023] [added: 2024] were as follows:
| Calendar [removed: 2021] [added: 2022] | | | Cash dividend declared | | | | | | Calendar [removed: 2022] [added: 2023] | | | | | | Cash dividend declared | | | | | | Calendar [removed: 2023] [added: 2024] | | | | | | Cash dividend declared | | |
The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, [removed: 2023:][added: 2024:]
(1) On, and effective as of, March 3, 2022, the Board authorized a share repurchase program, whereby the Company was authorized to repurchase its outstanding common stock from time-to-time, for an aggregate amount of up to $400 [added: million, exclusive of fees, commissions or other costs (the "Repurchase Program").]
[Table of [removed: Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
The Repurchase Program has no [removed: set expiration date.]
| Q2 | | | 216.40 | | | | | | 181.40 | | | | | | Q2 | | | | | | 245.72 | | | | | | 212.50 | | | | | | | | | | | | | | | | | | | | |
| Q3 | | | 223.90 | | | | | | 183.23 | | | | | | Q3 | | | | | | 284.18 | | | | | | 238.44 | | | | | | | | | | | | | | | | | | | | |
| Q4 | | | 249.90 | | | | | | 197.61 | | | | | | Q4 | | | | | | 286.62 | | | | | | 260.13 | | | | | | | | | | | | | | | | | | | | |
| Q1 | | | $ | 0.35 | | | | | Q1 | | | | | | $ | 0.38 | | | | | Q1 | | | | | | $ | 0.43 | |
| Q2 | | | 0.38 | | | | | | Q2 | | | | | | 0.43 | | | | | | Q2 | | | | | | 0.50 | | |
| Q3 | | | 0.38 | | | | | | Q3 | | | | | | 0.43 | | | | | | | | | | | | | | |
| Q4 | | | 0.38 | | | | | | Q4 | | | | | | 0.43 | | | | | | | | | | | | | | |
| | | | $ | 1.49 | | | | | | | | | | | $ | 1.67 | | | | | | | | | | | | | |
| February 1-29, 2024 | | | 36,341 | | | | | | $ | 286.76 | | | | | 36,341 | | | | | | $ | 299,295,981 | |
| March 1-31, 2024 | | | 13,772 | | | | | | 303.97 | | | | | | 13,772 | | | | | | 295,109,710 | | |
| April 1-30, 2024 | | | — | | | | | | — | | | | | | — | | | | | | 295,109,710 | | |
| Total | | | 50,113 | | | | | | $ | 291.49 | | | | | 50,113 | | | | | | $ | 295,109,710 | |
set expiration date.
During the fourth quarter of 2024, we repurchased and retired 50,113 shares of our common stock under our share repurchase program for a total of $14.6 million, excluding fees, commissions and other costs.
As of April 30, 2024, $295.1 million remained available for future purchases under this share repurchase program.
| Q2 | | | 229.18 | | | | | | 192.33 | | | | | | Q2 | | | | | | 216.40 | | | | | | 181.40 | | | | | | | | | | | | | | | | | | | | |
| Q3 | | | 208.19 | | | | | | 185.96 | | | | | | Q3 | | | | | | 223.90 | | | | | | 183.23 | | | | | | | | | | | | | | | | | | | | |
| Q4 | | | 203.72 | | | | | | 181.25 | | | | | | Q4 | | | | | | 249.90 | | | | | | 197.61 | | | | | | | | | | | | | | | | | | | | |
| Q1 | | | $ | 0.340 | | | | | Q1 | | | | | | $ | 0.350 | | | | | Q1 | | | | | | $ | 0.380 | |
| Q2 | | | 0.340 | | | | | | Q2 | | | | | | 0.380 | | | | | | Q2 | | | | | | 0.430 | | |
| Q3 | | | 0.350 | | | | | | Q3 | | | | | | 0.380 | | | | | | | | | | | | | | |
| Q4 | | | 0.350 | | | | | | Q4 | | | | | | 0.380 | | | | | | | | | | | | | | |
| | | | $ | 1.380 | | | | | | | | | | | $ | 1.490 | | | | | | | | | | | | | |
| February 1-28, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 400,000,000 | |
| March 1-31, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 400,000,000 | | |
| April 1-30, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 400,000,000 | | |
| Total | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 400,000,000 | |
million, exclusive of fees, commissions or other expenses (the "Repurchase Program").
Item 6. [Reserved]
102 rewritten, 56 added, 88 removed, 136 unchanged
As of April 30, [removed: 2023,] [added: 2024,] Casey’s General Stores, Inc. and its direct and indirect wholly-owned subsidiaries operate convenience stores primarily under the names "Casey's" and "Casey’s General Store" (collectively, with the stores below referenced as "GoodStop", [removed: "Bucky's" or] [added: "Bucky's",] "Minit Mart", [added: or "Lone Star Food Store"] referred to as "Casey's" or the "Company") throughout [removed: 16] [added: 17] states, [removed: primarily] [added: over half of which are located] in Iowa, Missouri, and Illinois.
[removed: On] [added: As of] April 30, [removed: 2023,] [added: 2024,] there were a total of [removed: 2,521] [added: 2,658] stores in operation.
As of April 30, [removed: 2023, 217] [added: 2024, 233] store locations offered car washes.
In addition, all but [removed: seven] [added: eight] store locations offer fuel for sale on a self-service basis.
The Company has [removed: 76] [added: 73] dealer locations, where Casey’s manages fuel wholesale supply agreements to these stores.
These locations are not operated by Casey's and are not included in our overall store [removed: count in the paragraph below.][added: count.]
Approximately 1% of total revenue for the year-ended April 30, [removed: 2023] [added: 2024] relates to this dealer [removed: network][added: network.]
Approximately [removed: 50%] [added: 72%] of all [removed: Casey’s] [added: stores] were opened in areas with populations of fewer than [removed: 5,000 people, while approximately 26% of all stores were opened in communities with populations of more than] 20,000 persons.
The Company’s business is seasonal, and generally experiences higher sales and profitability during the first and second fiscal quarters (May-October), when [added: the weather is warmer across our footprint and] guests tend to purchase greater quantities of fuel and certain convenience items such as beer, sports drinks, water, soft drinks and ice.
The following table represents the roll forward of store growth throughout fiscal [removed: 2023:][added: 2024:]
| New store construction | | | [removed: 34] [added: 42] | | |
| Acquisitions | | | [removed: 47] [added: 112] | | |
| Acquisitions not opened | | | [removed: (4)] [added: (1)] | | |
| Prior acquisitions opened | | | [removed: 2] [added: 6] | | |
| Closed | | | [removed: (10)] [added: (22)] | | |
[Table of [removed: Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
The Company's plan was based on building on our proud heritage and distinct [removed: advantages] [added: advantages,] to become more [removed: contemporary through new capabilities, technology, data, and processes.]
The Company [removed: closed out] [added: made significant progress towards] its strategic plan [removed: at the end of] [added: goals during] the [added: 2024] fiscal year.
Some of the key highlights [removed: from this past fiscal year] include:
- Grew [removed: our] store count [added: by 154 stores] through new store construction and a number of strategic acquisitions
- Casey's Rewards members grew to [removed: 6.4] [added: 7.9] million at year-end
In addition, during the past [removed: three] [added: four] calendar years, the Company, and the retail fuel [removed: industry as a whole,] [added: industry,] has experienced historically high average revenue less cost of goods sold per gallon (excluding depreciation and amortization).
While the Company believes that its average revenue less cost of goods sold per gallon (excluding depreciation and amortization) will remain elevated from historical levels for the foreseeable future, it is possible that increased oil and fuel prices, [removed: rising] [added: higher] interest rates, macroeconomic conditions and/or continuing conflicts or disruptions involving oil producing countries may materially impact the performance of this metric.
Casey's continues its process of [removed: developing a robust] [added: implementing an] electric vehicle ("EV") strategy and our management team remains committed to understanding if and how the increased demand for, and usage of, EVs impacts consumer behavior across our store footprint and beyond.
As consumer demand for alternative fuel options continues to grow, Casey’s has continued to add EV charging stations across our [removed: 16-state] [added: 17-state] footprint.
[removed: The] [added: As of April 30, 2024, the] Company has [removed: installed 138] [added: 170] charging stations at [removed: 29] [added: 37] stores, across [removed: 10] [added: 12] states.
Our [removed: installation] [added: EV growth] strategy is currently designed to selectively increase our charging stations at locations within our region where we see higher levels of consumer EV buying trends and demand for EV charging.
[added: Currently,] almost all of our stores offer fuel with at least 10% of blended ethanol and 43% of our stores offer biodiesel.
Every [removed: new] [added: newly built] store has the capability to sell [removed: higher blended ethanol,] [added: renewable fuels,] and we aim to continue growing sales of renewable fuels throughout our [removed: footprint][added: footprint.]
Fiscal [removed: 2023] [added: 2024] Compared with Fiscal [removed: 2022][added: 2023]
Total revenue less cost of goods sold (excluding depreciation and amortization) was [removed: 20.4%] [added: 22.5% of revenue] for fiscal [removed: 2023] [added: 2024] compared with [removed: 21.3%] [added: 20.4%] for the prior year.
Fuel cents per gallon [removed: increased] [added: decreased] to [removed: 40.2] [added: 39.5] cents in fiscal [removed: 2023] [added: 2024] from [removed: 36.0] [added: 40.2] cents in fiscal [removed: 2022.][added: 2023.]
[removed: The grocery] [added: Grocery] and general merchandise revenue less related cost of goods sold [removed: (exclusive of] [added: (excluding] depreciation and amortization) increased to [removed: 33.6%] [added: 34.1% of revenue] from [removed: 32.7%] [added: 33.6%] during fiscal [removed: 2023 compared to fiscal 2022.][added: 2024]
[removed: The prepared] [added: Prepared] food and dispensed beverage revenue less related cost of goods sold [removed: (exclusive of] [added: (excluding] depreciation and amortization) [removed: decreased] [added: increased] to [removed: 56.6%] [added: 58.7% of revenue] from [removed: 59.2%] [added: 56.6%] during fiscal [removed: 2023] [added: 2024] compared to the prior year, [added: an increase of 2.1%,] primarily due to [removed: higher] [added: softening] ingredient [removed: costs, notably cheese, and higher levels of stales, which were partially offset by retail price adjustments.][added: costs.]
[removed: A] [added: In the prior fiscal year, a] one-time [removed: payment of $15,297 was received] [added: benefit] from the resolution of a legal [removed: matter, which] [added: matter of $15,297] reduced operating expenses by approximately 1%.
Approximately [removed: 3%] [added: 4.5%] of the increase is due to operating [removed: 69] [added: 137] more stores than [removed: a year ago.][added: the comparable period in the prior year.]
[removed: Same-store] [added: Total same-store] employee expense [removed: was flat] [added: contributed to approximately 1% of the increase,] as the [removed: increase] [added: increases] in [removed: employee wage rate was] [added: labor rates were partially] offset by a [removed: 2%] reduction in same-store labor hours.
The effective tax rate [removed: increased] [added: decreased] to [removed: 24.0%] [added: 23.5%] in fiscal [removed: 2023] [added: 2024] from [removed: 22.9%] [added: 24.0%] in fiscal [removed: 2022.][added: 2023.]
Please refer to the Form 10-K related to the fiscal year ended April 30, [removed: 2022,] [added: 2023,] filed on June [removed: 24, 2022,] [added: 23, 2023,] for comparison of Fiscal [removed: 2022] [added: 2023] to Fiscal [removed: 2021.][added: 2022.]
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
Not applicable.
The Company competes on the basis of price, as well as on the basis of traditional features of convenience store operations such as location, extended hours, product offerings, and quality of service.
| Stores at April 30, 2024 | | | 2,658 | | |
The Company announced a three-year strategic plan in June 2023 focused on three enterprise objectives: grow store count, accelerate the food business, and enhance operational efficiency, which are enabled by a strong foundation and Team Member experience.
contemporary through new capabilities, technology, data, and processes.
- Entered into our 17th state of Texas
- Diluted earnings per share of $13.43, up 12.8% over the prior year
- Recorded strong prepared food and dispensed beverage growth driven by innovation including thin crust pizza and a refreshed lunch sandwich menu
Oil and fuel prices continued to be impacted throughout fiscal 2024 as a result of the ongoing conflict in Ukraine, unrest in the Middle East and economic uncertainty in Western nations.
The Company expects similar market volatility to remain throughout the 2025 fiscal year.
Total revenue for fiscal 2024 decreased by $231,562 (1.5%) since the prior fiscal year.
Prepared food and dispensed beverage revenue increased by $139,040 (10.5%), due to an increase in same-store sales of 6.8% and an increase of approximately 3.7% due to operating 137 more stores than a year ago.
Grocery and general merchandise revenue increased by $281,617 (8.2%), due to an increase in same-store sales of 3.5% and an increase of approximately 4.7% due to operating 137 more stores than a year ago.
Retail fuel revenue decreased by $625,239 (6.2%) as the average retail price per gallon decreased 11.5%, partially offset by an increase in the number of gallons sold by 156,303 (5.8%) Other revenue decreased $26,980 (9.0%) compared to the prior year, driven primarily by a decrease in total revenue related to the dealer network.
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
compared to the prior year, an increase of 0.5%.
The current year percentage was positively impacted by increased sales of private label products.
Fuel revenue less related cost of goods sold (excluding of depreciation and amortization) was 11.9% of revenue for fiscal 2024 compared with 10.7% for the prior year.
The Company sold 25.9 million RINs (renewable identification numbers) for $33,023 during fiscal 2024, compared to the sale of 18.6 million RINs fiscal 2023, which generated $31,656 (see Note 1, below, for a further description of RINs and how they are generated).
Operating expenses increased $168,571 (8.0%) to $2,288,513 in fiscal 2024.
Depreciation and amortization expense increased $36,666 (11.7%) to $349,797 in fiscal 2024, primarily due to operating 137 more stores than a year ago.
Interest, net increased $1,626 (3.1%) to $53,441 in fiscal 2024, primarily due to an increase in finance lease obligations from the prior fiscal year.
The decrease in the effective tax rate was primarily due to one-time benefits from adjusting the Company’s deferred tax assets and liabilities for state law changes enacted during the year.
Net income increased by $55,281 (12.4%) to $501,972 in fiscal 2024 from $446,691 in fiscal 2023.
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
See discussion in the preceding sections for the primary drivers for each of these individual changes.
Please refer to the Form 10-K related to the fiscal year ended April 30, 2023, filed on June 23, 2023, for comparison of Fiscal 2023 to Fiscal 2022.
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
The decrease in the ratio from the prior year is primarily attributable to a decrease in cash and cash equivalents as a result of increased acquisition related activity, as well as share repurchases during fiscal 2024.
Our primary source of operating cash flows is from sales to guests at our stores.
The primary uses of operating cash flows are payments to our team members and suppliers, as well as payments for taxes and interest.
Cash flow from operations was favorably impacted by improved revenue less cost of goods sold (excluding depreciation and amortization) of $275,505, offset by an increase in operating expenses of approximately $168,571 and an increase in cash paid for taxes of approximately $14,602.
The increase in cash paid for taxes was primarily attributable to applying a higher outstanding income tax receivable to reduce our estimated tax payments for fiscal 2023, compared to fiscal 2024.
Refer to “Fiscal 2024 Compared with Fiscal 2023” starting on page [20](#iaa15ca29be25494b831f6c843ea7bee2_124690) for further details on the primary drivers for the changes in revenue, cost of goods sold, and operating expenses.
During the prior fiscal year, the Company introduced certain stores branded or rebranded as "GoodStop (by Casey’s)".
Similar to most of our store footprint, the "GoodStop" locations offer fuel for sale on a self-serve basis, and a broad selection of snacks, beverages, tobacco products, and other essentials.
However, these locations typically do not have a kitchen and have limited prepared food offerings.
As of April 30, 2023, 43 stores operate under the "GoodStop" brand.
The Company is also temporarily operating certain locations acquired from Buchanan Energy during the prior fiscal year under the name "Bucky's" and certain locations acquired from Minit Mart LLC during the current fiscal year under the name "Minit Mart." The Company is in the process of transitioning all "Bucky's" and "Minit Mart" locations to either the "Casey's" or "GoodStop" brand.
These locations typically have similar offerings to the "Casey’s" or "GoodStop" branded stores.
CMC operates three distribution centers, through which certain grocery and general merchandise, and prepared food and dispensed beverage items, are supplied to our stores.
One is adjacent to the Store Support Center facility in Ankeny, Iowa.
The other two distribution centers are located in Terre Haute, Indiana (opened in February 2016) and Joplin, Missouri (opened in April 2021).
At April 30, 2023, the Company leased the combination of land and/or building at 121 locations.
| Stores at April 30, 2022 | | | 2,452 | | |
Acquisitions in the table above include, in part, 26 stores which were acquired from Minit Mart LLC in April 2023.
For additional discussion, refer to Note 2 in the consolidated financial statements.
The Company announced a three-year strategic plan in January 2020 focused on four strategic objectives: reinvent hospitality and the guest experience; be where the guest is by accelerating unit growth; create capacity through best-in-class efficiencies; and, invest in our people and culture.
- Diluted EPS of $11.91, up 30.8% over the prior year
- Private label penetration in the grocery and general merchandise category was over 9% on both units and gross profit for the year
*COVID-19 and Related Impacts*
The onset of COVID-19 caused a significant decrease in store traffic across our entire footprint.
While store traffic has markedly increased as the economy reopened over the past two or so years, the Company has not seen a full return to store traffic levels experienced prior to the pandemic.
The Company believes this is largely contributed to by the increased prevalence and acceptance across all industries of working from home, a trend which the Company expects to continue into the foreseeable future.
While the ongoing impacts of COVID-19, in particular those related to governmental actions in response thereto, and those mentioned immediately above, will continue to bring challenges to our operating environment, we believe that our resilient business model and the strength of our brand and balance sheet position us well to navigate the impacts.
More recently, during the end of the Company’s 2022 fiscal year, oil and fuel prices saw a quick and dramatic increase, in part, as a result of the conflict in Ukraine, as well as other macroeconomic conditions, which also directly impacts the retail price of fuel that we sell at our stores.
Generally, oil and fuel prices have decreased from levels seen throughout the past two years, but they remain elevated compared to historical levels.
The Company expects these comparatively higher prices to remain into the 2024 fiscal year.
Currently,
Total revenue for fiscal 2023 increased 16.5% ($2,141,881) to $15,094,475.
Total revenue was impacted favorably by operating 69 more stores than a year ago, elevated retail fuel prices, and strategic retail price adjustments.
Retail fuel sales for the fiscal year were $10,027,310, an increase of 20.6% primarily due to a 16.5% increase in the average price of fuel.
Fuel gallons sold increased 3.6% to 2.7 billion gallons, which increased fuel revenue by an additional $349,451.
Grocery and general merchandise revenue for the fiscal year was $3,445,777, an increase of 9.7% due to strong sales of packaged beverages, snacks, and candy.
Prepared food and dispensed beverage revenue increased 9.8% to $1,322,560 due to increased sales of pizza slices, whole pies, and donuts.
Grocery and general merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was positively impacted by mix shift to higher margin items like energy drinks, candy, and private label products, as well as retail price adjustments, offset by inflationary pressures.
Operating expenses increased 8.1% ($158,469) in fiscal 2023.
Approximately 2% of the increase was related to same-store operations.
One percent of the increase was related to same-store credit card fees driven by higher retail fuel prices, retail price adjustments and strong inside sales.
Approximately 1% of the change is related to an increase in variable incentive compensation due to strong financial performance.
The majority of all operating expenses are wages and wage-related costs.
Depreciation and amortization expense increased 3.2% ($9,590) to $313,131 in fiscal 2023 from $303,541 in fiscal 2022.
The increase was due primarily to acquisitions and capital expenditures made in fiscal 2023 and fiscal 2022, offset by a decrease in accelerated depreciation, which was recorded in the prior year on equipment replaced in remodels.
Interest, net decreased 9.1% ($5,157) to $51,815 in fiscal 2023 from $56,972 in fiscal 2022.
An excerpt. Shown here: 40 of 102 rewritten, 40 of 56 added and 40 of 88 removed. The counts are complete. For every sentence, read Item 6. [Reserved] in the FY2024 filing and the FY2023 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
280 rewritten, 118 added, 138 removed, 378 unchanged
We have audited the accompanying consolidated balance sheets of Casey's General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended April 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June [removed: 23, 2023] [added: 24, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[Table of [removed: Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
We evaluated the design and tested the operating effectiveness of certain internal controls related to the [removed: Company’s process] [added: quantity of merchandise inventory held at store locations, including certain controls related] to [removed: determine] the [removed: self-insurance claim liability for workers’ compensation.][added: Company’s merchandise inventory count process.]
We have audited Casey's General Stores, Inc. and subsidiaries' (the Company) internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated June [removed: 23, 2023] [added: 24, 2024] expressed an unqualified opinion on those consolidated financial statements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may [removed: deteriorate][added: deteriorate.]
| | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023 | | | | | |] 2022 | | |
| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 378,869 | | | | | [removed: $] | 158,878 | | [added: | | | | 336,545 | | |]
| Receivables | | | [removed: 120,547] [added: 151,793] | | | | | | [removed: 108,028] [added: 120,547] | | |
| Inventories | | | [removed: 376,085] [added: 428,722] | | | | | | [removed: 396,199] [added: 376,085] | | |
| Prepaid expenses | | | [removed: 22,107] [added: 25,791] | | | | | | [removed: 17,859] [added: 22,107] | | |
| Income taxes receivable | | | [removed: 23,347] [added: 17,066] | | | | | | [removed: 44,071] [added: 23,347] | | |
| Total current assets | | | [removed: 920,955] [added: 829,854] | | | | | | [removed: 725,035] [added: 920,955] | | |
| Land | | | [removed: 1,151,812] [added: 1,281,408] | | | | | | [removed: 1,097,985] [added: 1,151,812] | | |
| Buildings and leasehold improvements | | | [removed: 2,629,795] [added: 3,003,191] | | | | | | [removed: 2,445,509] [added: 2,629,795] | | |
| Machinery and equipment | | | [removed: 2,783,802] [added: 3,052,798] | | | | | | [removed: 2,695,366] [added: 2,783,802] | | |
| Finance lease right-of-use assets | | | [removed: 99,764] [added: 106,837] | | | | | | [removed: 75,060] [added: 99,764] | | |
| Construction in process | | | [removed: 169,796] [added: 109,048] | | | | | | [removed: 92,331] [added: 169,796] | | |
| Less accumulated depreciation and amortization | | | [removed: 2,620,149] [added: 2,883,925] | | | | | | [removed: 2,425,709] [added: 2,620,149] | | |
| Net property and equipment | | | [removed: 4,214,820] [added: 4,669,357] | | | | | | [removed: 3,980,542] [added: 4,214,820] | | |
| Other assets, net of amortization | | | [removed: 192,153] [added: 195,559] | | | | | | [removed: 187,219] [added: 192,153] | | |
| Goodwill | | | [removed: 615,342] [added: 652,663] | | | | | | [removed: 612,934] [added: 615,342] | | |
| Total assets | | | $ | [removed: 5,943,270] [added: 6,347,433] | | | | | $ | [removed: 5,505,730] [added: 5,943,270] | |
| Current maturities of long-term debt and finance lease obligations | | | $ | [removed: 52,861] [added: 53,181] | | | | | $ | [removed: 24,466] [added: 52,861] | |
| Accounts payable | | | [removed: 560,546] [added: 569,527] | | | | | | [removed: 588,783] [added: 560,546] | | |
| Wages and related taxes | | | [removed: 78,791] [added: 95,821] | | | | | | [removed: 87,022] [added: 78,791] | | |
| Property taxes | | | [removed: 51,109] [added: 54,009] | | | | | | [removed: 47,556] [added: 51,109] | | |
| Insurance accruals | | | [removed: 28,856] [added: 27,323] | | | | | | [removed: 25,795] [added: 28,856] | | |
| Other | | | [removed: 154,962] [added: 153,605] | | | | | | [removed: 131,056] [added: 154,962] | | |
| Total current liabilities | | | [removed: 927,125] [added: 953,466] | | | | | | [removed: 904,678] [added: 927,125] | | |
| Long-term debt and finance lease obligations, net of current maturities | | | [removed: 1,620,513] [added: 1,582,758] | | | | | | [removed: 1,663,403] [added: 1,620,513] | | |
| Deferred income taxes | | | [removed: 543,598] [added: 596,850] | | | | | | [removed: 520,472] [added: 543,598] | | |
| Insurance accruals, net of current portion | | | [removed: 32,312] [added: 30,046] | | | | | | [removed: 27,957] [added: 32,312] | | |
| Other long-term liabilities | | | [removed: 159,056] [added: 168,932] | | | | | | [removed: 148,382] [added: 159,056] | | |
| Total liabilities | | | [removed: 3,282,604] [added: 3,332,052] | | | | | | [removed: 3,264,892] [added: 3,282,604] | | |
| Common stock, no par value, [removed: 37,263,248] [added: 37,008,488] and [removed: 37,111,667] [added: 37,263,248] shares issued and outstanding at April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 110,037] [added: 27,453] | | | | | | [removed: 79,412] [added: 110,037] | | |
| Retained earnings | | | [removed: 2,550,629] [added: 2,987,928] | | | | | | [removed: 2,161,426] [added: 2,550,629] | | |
*Sufficiency of audit evidence over merchandise inventory quantities at store locations*
As discussed in Note 1 to the consolidated financial statements, the Company held $306,783 thousand of merchandise inventory as of April 30, 2024, the majority of which was held at 2,658 store locations.
The Company’s processes to track and determine store merchandise inventory quantities involves the interaction of information technology (IT) systems.
We identified the evaluation of the sufficiency of audit evidence obtained related to the quantities of merchandise inventory at store locations as a critical audit matter.
Evaluating the sufficiency of audit evidence over quantities of merchandise inventory at store locations required challenging auditor judgment to determine the nature and extent of procedures to be performed over the quantity of merchandise inventory, including determining the number of store locations visited, and also the need to involve IT professionals with specialized skills and knowledge due to the interaction of IT systems that track and record merchandise inventory quantities by store location.
We applied auditor judgment to determine the nature and extent of procedures to be performed over quantities of merchandise inventory at store locations by evaluating:
- homogeneity of the locations
- historical locations visited and results of prior physical counts
- the Company’s merchandise inventory count results, including results of monitoring and compliance with the count program by store location.
We involved IT professionals with specialized skills and knowledge who assisted in testing certain IT application controls, as well as certain controls related to access to programs and data, program changes, interfaces, and computer operations that support the various IT systems involved in tracking and recording merchandise inventory quantities by store location.
We tested the existence and completeness of merchandise inventory by counting inventory quantities on a sample basis through store location visits during the year to evaluate the Company’s inventory records.
In addition, we evaluated the overall sufficiency of audit evidence obtained over the quantities of merchandise inventory at store locations.
June 24, 2024
June 24, 2024
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | 2024 | | | | | | 2023 | | |
| | | | 7,553,282 | | | | | | 6,834,969 | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | — | | | | | | — | | | | | | 501,972 | | | | | | 501,972 | | |
| Repurchase of common stock | | | (392,290) | | | | | | (105,451) | | | | | | — | | | | | | (105,451) | | |
| Balance at April 30, 2024 | | | 37,008,488 | | | | | | $ | 27,453 | | | | | $ | 2,987,928 | | | | | $ | 3,015,381 | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| Net income | | | $ | 501,972 | | | | | $ | 446,691 | | | | | $ | 339,790 | |
| Depreciation and amortization | | | 349,797 | | | | | | 313,131 | | | | | | 303,541 | | |
| Change in excess replacement cost over LIFO inventory valuation | | | 12,499 | | | | | | 24,231 | | | | | | 21,573 | | |
| Inventories | | | (51,785) | | | | | | (141) | | | | | | (98,303) | | |
| Repurchase of common stock | | | (104,898) | | | | | | — | | | | | | — | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | 2024 | | | | | | 2023 | | | | | | | | |
| | | | 2024 | | | | | | 2023 | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
During fiscal 2024, the digital box top program was discontinued and outstanding digital box tops were converted to points.
At April 30, 2024 and 2023 we had an accrued liability of $299 and $268, respectively, which is recorded in other accrued expenses on the consolidated balance sheets.
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50).
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.
The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.
*Assessment of the self-insurance claim liability for workers’ compensation*
As discussed in Notes 1 and 10 to the consolidated financial statements, at April 30, 2023, the Company was primarily self-insured for workers’ compensation claims.
The self-insurance claim liability for workers’ compensation is determined actuarially based on claims filed and an estimate of claims incurred but not yet reported.
Factors affecting the uncertainty of the claim liability include the (1) loss development factors, which include the development time frame and settlement patterns, and (2) expected loss rates, which include litigation and adjudication direction, and medical treatment and cost trends.
As discussed in Notes 1 and 10 to the consolidated financial statements, the Company reported a self-insurance claim liability of $61,168 thousand, which included the self-insurance claim liability for workers’ compensation.
We identified the assessment of the self-insurance claim liability for workers’ compensation as a critical audit matter.
The evaluation of the key assumptions used to estimate the liability, specifically the loss development factors and expected loss
rates, required complex auditor judgment due to the significant measurement uncertainty.
Specialized skill and knowledge was necessary to evaluate the methods and key assumptions used to determine the liability.
This included controls related to the selection of the methods used to determine the liability, and the evaluation of the loss development factors and expected loss rates.
We involved actuarial professionals with specialized skill and knowledge, who assisted in:
- assessing the methods used by the Company by comparing them to generally accepted actuarial methods
- evaluating the loss development factors and expected loss rates used by the Company by comparing them to industry trends.
June 23, 2023
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 6,834,969 | | | | | | 6,406,251 | | |
| | | | | | | | | | | | | | | | | | |
| Balance at April 30, 2020 | | | 36,806,325 | | | | | | $ | 33,286 | | | | | $ | 1,609,919 | | | | | $ | 1,643,205 | |
| Net income | | | — | | | | | | — | | | | | | 312,900 | | | | | | 312,900 | | |
| Exercise of stock options | | | 40,189 | | | | | | 1,784 | | | | | | — | | | | | | 1,784 | | |
| Dividends declared ($1.52 per share) | | | — | | | | | | — | | | | | | (57,488) | | | | | | (57,488) | | |
| Inventories | | | 24,090 | | | | | | (76,730) | | | | | | (50,342) | | |
| Repayments of short-term debt | | | — | | | | | | — | | | | | | (120,000) | | |
| Cash and cash equivalents at end of year | | | $ | 378,869 | | | | | $ | 158,878 | | | | | $ | 336,545 | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
In November 2021, the FASB issued ASU 2022-10, *Governmental Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance*.
The standard is an effort to increase transparency of government assistance by requiring disclosures related to the type of assistance, the accounting treatment for the assistance, and the effect of the assistance on the financial statements.
The Company was required to adopt this guidance in the first quarter of this fiscal year.
The adoption of this standard did not have a material impact on our consolidated financial statements.
While the new standard could result in enhanced disclosures, we do not expect this standard to materially impact the consolidated financial statements.
In December 2022, the FASB issued ASU 2022-06, *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848*.
The standard extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848, and became effective immediately.
During the year, we entered into a new credit agreement which, in part, removed the LIBO Rate from applicable debt agreements.
See Note 3 for additional information related to the new credit agreement (see “New Credit Agreement” section).
The purchase price of the stores was determined using a discounted cash flow model on a location by location basis.
| Assets acquired: | | | | | |
| Total revenue | | | $ | 15,438,809 | | | | | $ | 13,302,097 | |
| Net income | | | $ | 447,320 | | | | | $ | 341,235 | |
An excerpt. Shown here: 40 of 280 rewritten, 40 of 118 added and 40 of 138 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 filing.
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 0 added, 10 removed, 15 unchanged
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures were effective as of April 30, [removed: 2023.][added: 2024.]
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2023.][added: 2024.]
On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, [removed: 2023.][added: 2024.]
This report appears on page [removed: 32.][added: [32](#id328b92b69b34a41890ae828e3c3ebb5_44987).]
(d) Other.
The Company does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all fraud and material errors.
An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and occurrences of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
[Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 3 unchanged
[Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 5 added, 0 removed, 0 unchanged
New section this year
Not applicable.
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
PART III
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
5 rewritten, 0 added, 0 removed, 4 unchanged
Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” "Information about our Executive Officers", “Executive Compensation”, and "The Board of Directors and Its Committees", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2023,] [added: 2024,] and used in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders are hereby incorporated by reference.
In addition, the Company has adopted a general code of business conduct (known as the Code of [removed: Business] Conduct and Ethics) for its directors, officers, and all Team Members.
The Financial Code of Ethics, the Code of [removed: Business] Conduct and Ethics, and other Company governance materials are available under the Investor Relations-Governance link of the Company website located at www.caseys.com.
In the event of any amendments to, or waivers of, the Financial Code of Ethics or the Code of [removed: Business] Conduct and Ethics, any required disclosure will be posted to our website.
To date, there have been no waivers of the Financial Code of Ethics or the Code of [removed: Business] Conduct and Ethics.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
That portion of the Company’s definitive Proxy Statement appearing under the caption "Compensation Discussion and Analysis", "The Board of Directors and Its Committees”, “Compensation Committee Report", “Compensation Committee Interlocks and Insider Participation in Compensation Decisions”, “Executive Compensation,” “CEO Pay Ratio”, "Potential Payments Upon Termination or Change of Control", "Director Compensation", and "Certain Relationships and Related Party Transactions", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2023,] [added: 2024,] and used in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders is hereby incorporated by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 2 unchanged
Those portions of the Company’s definitive Proxy Statement appearing under the captions “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers”, "Principal Shareholders" and "Equity Compensation Plan Information", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2023,] [added: 2024,] and used in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders are hereby incorporated by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 2 unchanged
That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions”, “Governance of the Company” and "The Board of Directors and its Committees", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2023,] [added: 2024,] and used in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders is hereby incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 3 unchanged
That portion of the Company’s definitive Proxy Statement appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” as filed with the Commission within 120 days after April 30, [removed: 2023,] [added: 2024,] and used in connection with the Company’s [removed: 2023] [added: 2024] Annual Meeting of Shareholders is hereby incorporated by reference.
[removed: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: [Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
35 rewritten, 7 added, 10 removed, 76 unchanged
Consolidated Balance Sheets, April 30, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Income, Three Years Ended April 30, [removed: 2023][added: 2024]
Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2023][added: 2024]
Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2023][added: 2024]
| 3.1 | | | [Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018, June 28, 2019 and September 4, 2019 (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed September 9, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/secondamendedandrestat.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/726958/000072695819000111/secondamendedandrestat.htm)] | | |
| 4.1 | | | [Note Purchase Agreement dated August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed August 10, [removed: 2010)](http://www.sec.gov/Archives/edgar/data/726958/000095015710001417/ex4-1.htm)] [added: 2010)](https://www.sec.gov/Archives/edgar/data/726958/000095015710001417/ex4-1.htm)] | | |
| 4.2 | | | [Note Purchase Agreement dated June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference to Exhibit 4.10 to Form 8-K as filed June 18, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/726958/000119312513262013/d555874dex410.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/726958/000119312513262013/d555874dex410.htm)] | | |
| 4.4 | | | [Note Purchase Agreement dated May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.11 to Form 8-K as filed May 3, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/726958/000072695816000191/secversionofnotepurchaseag.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/726958/000072695816000191/secversionofnotepurchaseag.htm)] | | |
| 4.6 | | | [Note Purchase Agreement dated June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.12 to Form 8-K as filed June 15, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000045/notepurchaseagreementform8.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/726958/000072695817000045/notepurchaseagreementform8.htm)] | | |
| 4.9 | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex49_2023430xq4.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex49_2024430xq4.htm)] | | |
| 10.1 | | | [Promissory Note delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated [removed: January 11, 2019] [added: June](https://www.sec.gov/Archives/edgar/data/726958/000072695823000043/umbpn50m.htm) [1](https://www.sec.gov/Archives/edgar/data/726958/000072695823000043/umbpn50m.htm)[, 2023] (incorporated by reference to exhibit [removed: 10.28(d)] [added: 10.1] to Form 8-K as filed [removed: January 17, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/umbpromissorynote.htm)] [added: June 6, 2023)](https://www.sec.gov/Archives/edgar/data/726958/000072695823000043/umbpn50m.htm)] | | |
| 10.2 | | | [Credit [removed: Agreement] [added: Agreement,] dated [removed: January 11, 2019,] [added: as of April 21, 2023, by and] among [removed: Casey's] [added: Casey’s] General Stores, Inc. [removed: as borrower, and Royal Bank of Canada,] [added: Wells Fargo Bank, National Association,] as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit [removed: 10.28 (e)] [added: 10.1] to Form 8-K as filed [removed: January 17, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/creditagreement.htm)] [added: April 26, 2023)](https://www.sec.gov/Archives/edgar/data/726958/000114036123020574/brhc20051937_ex10-1.htm)] | | |
| [removed: 10.3] [added: 10.3*] | | | [removed: [Amendment No. 1 to Credit Agreement, dated June 30, 2020] [added: [Form of Change of Control Agreement] (incorporated by reference to Exhibit 10.1 to Form 8-K as filed [removed: July 7, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000093/caamendment.htm)] [added: December 19, 2019)](https://www.sec.gov/Archives/edgar/data/726958/000072695819000132/formcic.htm)] | | |
| [removed: 10.4] [added: 10.6*] | | | [removed: [Amendment No. 2 to Credit] [added: [Amended and Restated Employment] Agreement, dated [removed: December 23, 2020] [added: July 25, 2022, between the Company and Darren M. Rebelez] (incorporated by reference to Exhibit 10.1 to Form 8-K as filed [removed: December 31, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000110465920141029/tm2039514d1_ex10-1.htm)] [added: July 29, 2022)](https://www.sec.gov/Archives/edgar/data/726958/000114036122027452/brhc10040130_ex10-1.htm)] | | |
[removed: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: [Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
| [removed: 10.5] [added: 10.5*] | | | [removed: [Amendment No. 3 to Credit] [added: [Employment] Agreement, dated [removed: March 12, 2021] [added: May 31, 2019, between the Company and Darren M. Rebelez (with the Change of Control Agreement attached as an exhibit thereto)] (incorporated by reference to Exhibit 10.1 to Form 8-K as filed [removed: March 22, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000114036121009407/brhc10022054_ex10-1.htm)] [added: June 6, 2019)](https://www.sec.gov/Archives/edgar/data/726958/000095015719000700/ex10-1.htm)] | | |
| 10.8* | | | [removed: [Form of] [added: [Employment Agreement, dated May 8, 2020, between the Company and Ena Williams Koschel (with the] Change of Control Agreement [added: attached as an exhibit thereto)] (incorporated by reference to Exhibit 10.1 to Form 8-K as filed [removed: December 19, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000132/formcic.htm)] [added: May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000031/employmentagreementew.htm)] | | |
| [removed: 10.9*] [added: 10.4*] | | | [Executive Nonqualified Excess Plan Document and related Adoption Agreement dated September 25, 2015](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit107excessplaned.htm) [(incorporated by reference to Exhibit 10.7 to Form 10-K as filed June 26, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000085/exhibit107excessplaned.htm) | | |
| [removed: 10.10*] [added: 10.7*] | | | [Employment Agreement, dated May [removed: 31, 2019,] [added: 12, 2020,] between the Company and [removed: Darren M. Rebelez] [added: Stephen P. Bramlage, Jr.] (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed [removed: June 6, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000095015719000700/ex10-1.htm)] [added: May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000030/employmentagreementsb.htm)] | | |
| [removed: 10.14*] [added: 10.9*] | | | [Casey's General Stores, Inc. 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.43 to Form 8-K as filed September 10, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm)] | | |
| [removed: 10.15*] [added: 10.10*] | | | [Form of Restricted Stock Units Agreement for Non-Employee Directors under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Form 8-K as filed September 10, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/rsuagreementnon-employeedi.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/726958/000072695818000133/rsuagreementnon-employeedi.htm)] | | |
| [removed: 10.16*] [added: 10.11*] | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan [removed: (FY20] [added: (FY21-FY24] Awards) (incorporated by reference to Exhibit [removed: 10.45] [added: 10.32] to Form 10-Q as filed September [removed: 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/lti-formofaward.htm)] [added: 8, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)] | | |
| 10.17* | | | [Form of Restricted Stock Units Agreement [removed: (LTI Awards to Officers) and Award Summary] [added: (Non-Officer Employees)] under 2018 Stock Incentive [removed: Plan (FY21](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[\-](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[FY2](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)[4](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm) [Awards) (incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm) [(FY21-FY24 Awards)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm) [(incorporated] by reference to Exhibit [removed: 10.32] [added: 10.33] to Form 10-Q as filed September 8, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021officerltipformof.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm)] | | |
| [removed: 10.18*] [added: 10.12*] | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary under 2018 Stock Incentive Plan (FY24 [added: Awards] for Darren M. [removed: Rebelez)](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/a2024officerltipformofawar.htm)] [added: Rebelez) (incorporated by reference to Exhibit 10.18 to Form 10-K as filed June 23, 2023)](https://www.sec.gov/Archives/edgar/data/0000726958/000072695823000059/a2024officerltipformofawar.htm)] | | |
| [removed: 10.19*] [added: 10.21*] | | | [removed: [Form of Restricted] [added: [Restricted] Stock Units Agreement [removed: (Non-Officer Employees)] [added: (Make-Whole Award to Ena Williams Koschel)] under 2018 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.33] [added: 10.29] to Form 10-Q as filed September 8, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/a2021non-officerltipfo.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/make-wholewilliamsedgar.htm)] | | |
| 10.20* | | | [Restricted Stock Units Agreement [removed: (Make-Whole] [added: (Sign-On] Award to [removed: Darren M. Rebelez)] [added: Stephen P. Bramlage, Jr.)] and Award Summary under 2018 Stock Incentive [removed: Plan] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000726958/000072695820000118/sign-onawardbramlageed.htm)] (incorporated by reference to Exhibit [removed: 10.46] [added: 10.27] to Form 10-Q as filed September [removed: 9, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000111/make-wholersuawardagre.htm)] [added: 8, 2020)] | | |
| [removed: 10.21*] [added: 10.19*] | | | [removed: [Performance-Based] [added: [Form of] Restricted Stock Units Agreement (Special [removed: Strategic Grant to Darren M. Rebelez) and Award Summary] [added: Performance Award)] under 2018 Stock Incentive [removed: Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 26, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000135/caseys-rsuawardagreeme.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1019_2024430xq4.htm)] | | |
| 10.22* | | | [Restricted Stock Units Agreement (Make-Whole Award to [removed: Thomas P. Brennan)] [added: Katrina S. Lindsey)] under 2018 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.53] [added: 10.2] to Form [removed: 10-Q] [added: 8-K] as filed March [removed: 9, 2020)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/brennanedgar.htm)] [added: 8, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm)] | | |
| [removed: 10.27*] [added: 10.23*] | | | [Casey's General Stores, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K as filed September 9, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000108/officerseverance.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/726958/000072695819000108/officerseverance.htm)] | | |
| [removed: 21] [added: 21.1] | | | [Subsidiaries of Casey’s General Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex21_2023430xq4.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex211_2024430xq4.htm)] | | |
| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex231_2023430xq4.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex231_2024430xq4.htm)] | | |
| 31.1 | | | [Certificate of Darren M. Rebelez under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex311_2023430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex311_2024430xq4.htm)] | | |
| 31.2 | | | [Certificate of Stephen P. Bramlage Jr. under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex312_2023430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex312_2024430xq4.htm)] | | |
| 32.1 | | | [Certificate of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex321_2023430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex321_2024430xq4.htm)] | | |
| 32.2 | | | [Certificate of Stephen P. Bramlage Jr. under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-ex322_2023430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex322_2024430xq4.htm)] | | |
| 10.13* | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards)](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1013_2024430xq4.htm) | | |
| 10.14* | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers – Time-Based RSUs) under 2018 Stock Incentive Plan (FY25 Awards for Darren M. Rebelez)](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1014_2024430xq4.htm) | | |
| 10.15* | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs \[EBITDA\]) under 2018 Stock Incentive Plan (FY25 Awards)](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1015_2024430xq4.htm) | | |
| 10.16* | | | [Form of Restricted Stock Units Agreement (LTI Awards to Officers – Performance-Based RSUs \[ROIC\]) under 2018 Stock Incentive Plan (FY25 Awards)](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1016_2024430xq4.htm) | | |
| 10.18* | | | [Form of Restricted Stock Units Agreement (Non-Officer Employees) under 2018 Stock Incentive Plan (FY25 Awards)](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex1018_2024430xq4.htm) | | |
| 97.1 | | | [Casey’s General Stores, Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/726958/000072695824000046/casy-ex971_2024430xq4.htm) | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | | | |
| 10.6 | | | [Amendment No. 4 to Credit Agreement, dated December 13, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K as filed December 16, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000114036121042065/brhc10031876_ex10-1.htm) | | |
| 10.7 | | | [Credit Agreement, dated as of April 21, 2023, by and among Casey’s General Stores, Inc. Wells Fargo Bank, National Association, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K as filed April 26, 2023)](https://www.sec.gov/Archives/edgar/data/726958/000114036123020574/brhc20051937_ex10-1.htm) | | |
| 10.11* | | | [Amended and Restated Employment Agreement, dated July 25, 2022, between the Company and Darren M. Rebelez (incorporated by reference to Exhibit 10.1 to Form 8-K as filed July 29, 2022)](https://www.sec.gov/Archives/edgar/data/726958/000114036122027452/brhc10040130_ex10-1.htm) | | |
| 10.12* | | | [Employment Agreement, dated May 12, 2020, between the Company and Stephen P. Bramlage, Jr. (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000030/employmentagreementsb.htm) | | |
| 10.13* | | | [Employment Agreement, dated May 8, 2020, between the Company and Ena Williams Koschel (with the Change of Control Agreement attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to Form 8-K as filed May 13, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000031/employmentagreementew.htm) | | |
| 10.23* | | | [Restricted Stock Units Agreement (Make-Whole Award to Chad Frazell) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.54 to Form 10-Q as filed March 9, 2020)](http://www.sec.gov/Archives/edgar/data/726958/000072695820000017/frazelledgar.htm) | | |
| 10.24* | | | [Restricted Stock Units Agreement (Sign-On Award to Stephen P. Bramlage, Jr.) and Award Summary under 2018 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/0000726958/000072695820000118/sign-onawardbramlageed.htm) (incorporated by reference to Exhibit 10.27 to Form 10-Q as filed September 8, 2020) | | |
| 10.25* | | | [Restricted Stock Units Agreement (Make-Whole Award to Ena Williams Koschel) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.29 to Form 10-Q as filed September 8, 2020)](https://www.sec.gov/Archives/edgar/data/726958/000072695820000118/make-wholewilliamsedgar.htm) | | |
| 10.26* | | | [Restricted](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm) [Stock Units Agreement (Make-Whole Award to Katrina S. Lindsey) under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K as filed March 8, 2021)](https://www.sec.gov/Archives/edgar/data/726958/000072695822000021/make-wholelindseyedgar.htm) | | |
Item 16. FORM 10-K SUMMARY
15 rewritten, 6 added, 6 removed, 47 unchanged
[removed: [Table](#if4da3a91510e41378df36a5898e36d11_7) [of](#if4da3a91510e41378df36a5898e36d11_7) [Contents](#if4da3a91510e41378df36a5898e36d11_7)][added: [Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)]
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Darren M. Rebelez | | |
| | | | Darren M. [removed: Rebelez, President and] [added: Rebelez] | | | | | |
| | | | [added: President and] Chief Executive Officer | | | | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Stephen P. Bramlage Jr. | | |
| | | | [added: President,] Chief Executive [removed: Officer, Board Chair] [added: Officer] and | | | | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Cara K. Heiden | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Donald E. Frieson | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ David K. Lenhardt | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Allison M. Wing | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Larree M. Renda | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Judy A. Schmeling | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Gregory A. Trojan | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Michael Spanos | | |
| Date: June [removed: 23, 2023] [added: 24, 2024] | | | By | | | /s/ Sri Donthi | | |
| Date: June 24, 2024 | | | By | | | /s/ Darren M. Rebelez | | |
| | | | Darren M. Rebelez | | | | | |
| | | | Board Chair | | | | | |
| Date: June 24, 2024 | | | By | | | /s/ Stephen P. Bramlage Jr. | | |
| | | | Lead Independent Director | | | | | |
[Table of Contents](#i7f155e18b2f74a798b6a7d1803076535_7)
| | | | | | | | | |
| | | | Director | | | | | |
| Date: June 23, 2023 | | | By | | | /s/ H. Lynn Horak | | |
| | | | H. Lynn Horak | | | | | |
| Date: June 23, 2023 | | | By | | | /s/ Diane C. Bridgewater | | |
| | | | Diane C. Bridgewater | | | | | |