Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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| (a) | Documents filed as a part of this report on Form 10-K/A |
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| (1) | The following financial statements are included herewith: |
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Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, April 30, 2014 and 2013
Consolidated Statements of Income, Three Years Ended April 30, 2014
Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, 2014
Consolidated Statements of Cash Flows, Three Years Ended April 30, 2014
Notes to Consolidated Financial Statements
| (2) | No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto. |
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| (3) | The following exhibits are filed as a part of this report: |
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| Exhibit Number | Description of Exhibits | |
| 3.1 | Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996) and Articles of Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 16, 2010, as amended by the Current Report on Form 8-K/A filed April 19, 2010 and the Current Report on Form 8-K filed May 20, 2011) | |
| 3.2(a) | Second Amended and Restated By-laws (incorporated by reference from the Current Report on Form 8-K filed June 16, 2009) and Amendments thereto (incorporated by reference from the Current Reports on Form 8-K filed May 20, 2011, August 2, 2011 and the Current Report on Form 8-K filed June 22, 2012) | |
| 4.8 | Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers of $100,000,000 in principal amount of 5.72% Senior Notes, Series A and Series B (incorporated by reference from the Current Report on Form 8-K filed September 29, 2006) | |
| 4.9 | Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference from the Current Report on Form 8-K filed August 10, 2010) | |
| 4.10 | Note Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference from the Current Reports on Form 8-K filed June 18, 2013 and December 18, 2013) | |
| 10.21(a)* | Amended and Restated Employment Agreement with Donald F. Lamberti (incorporated by reference from the Current Report on Form 8-K filed November 10, 1997) and First Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 2, 1998) | |
| 10.22(a)* | Amended and Restated Employment Agreement with Ronald M. Lamb (incorporated by reference from the Current Report on Form 8-K filed November 10, 1997), First Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 2, 1998) and Second Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed July 17, 2006) | |
| 10.27* | Non-Employee Directors’ Stock Option Plan (incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1994) and related form of Grant Agreement (incorporated by reference from the Current Report on Form 8-K filed May 3, 2005) | |
| 10.28(b) | Promissory Notes delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated May 23, 2011 (incorporated by reference from the Current Reports on Form 8-K filed May 23, 2011, February 12, 2013 and June 18, 2013) | |
| 10.29(a)* | Form of “change of control” Employment Agreement (incorporated by reference from the Current Report on Form 8-K filed June 2, 2010) |
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| 10.30* | Non-Qualified Supplemental Executive Retirement Plan (incorporated by reference from the Current Report on Form 8-K filed November 10, 1997) and Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed July 17, 2006) | |
| 10.31* | Non-Qualified Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. (incorporated by reference from the Current Report on Form 8-K filed November 10, 1997) | |
| 10.32* | Severance Agreement with Douglas K. Shull (incorporated by reference from the Current Report on Form 8-K filed July 28, 1998) | |
| 10.33* | Casey’s General Stores, Inc. 2000 Stock Option Plan (incorporated by reference from the Annual Report on Form 10-K405 for the fiscal year ended April 30, 2001) and related form of Grant Agreement (incorporated by reference from the Current Report on Form 8-K filed July 6, 2005) | |
| 10.34* | Casey’s General Stores 401(k) Plan (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2003) | |
| 10.35* | Trustar Directed Trust Agreement (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2003) | |
| 10.38* | Executive Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2007) | |
| 10.39* | Employment Agreement with Robert J. Myers (incorporated by reference from the Current Report on Form 8-K filed April 21, 2010 and Amendment to Employment Agreement _(_incorporated by reference from the Current Report on Form 8-K filed December 19, 2012)) | |
| 10.40* | Severance Agreement with John G. Harmon (incorporated by reference from the Current Report on Form 8-K filed January 17, 2008) | |
| 10.41* | Casey’s General Stores, Inc. 2009 Stock Incentive Plan (incorporated by reference from the Current Report on Form 8-K filed September 23, 2009) and related forms of Restricted Stock Units Agreement (Non-employee Directors) (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010) and Restricted Stock Units Agreement (Officers and Other Employees), Restricted Stock Units Agreement (Chief Executive Officer) and Stock Option Grant (incorporated by reference from the Current Report on Form 8-K filed June 27, 2011) | |
| 21 | Subsidiaries of Casey’s General Stores, Inc. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 31.1 | Certificate of Robert J. Myers under Section 302 of Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certificate of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| * | Indicates management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CASEY’S GENERAL STORES, INC. | ||||||
| (Registrant) | ||||||
| Date: December 9, 2014 | By | /s/ Robert J. Myers | ||||
| Robert J. Myers, Chairman and | ||||||
| Chief Executive Officer | ||||||
| (Principal Executive Officer and Director) | ||||||
| Date: December 9, 2014 | By | /s/ William J. Walljasper | ||||
| William J. Walljasper | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Authorized Officer and Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: December 9, 2014 | By | /s/ Robert J. Myers | ||||
| Robert J. Myers | ||||||
| Chairman and Chief Executive Officer, Director | ||||||
| Date: December 9, 2014 | By | /s/ Kenneth H. Haynie | ||||
| Kenneth H. Haynie | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ Johnny Danos | ||||
| Johnny Danos | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ Diane C. Bridgewater | ||||
| Diane C. Bridgewater | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ Jeffrey M. Lamberti | ||||
| Jeffrey M. Lamberti | ||||||
| Director |
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| Date: December 9, 2014 | By | /s/ Richard Wilkey | ||||
| Richard Wilkey | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ H. Lynn Horak | ||||
| H. Lynn Horak | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ William C. Kimball | ||||
| William C Kimball | ||||||
| Director | ||||||
| Date: December 9, 2014 | By | /s/ Larree M. Renda | ||||
| Larree M. Renda | ||||||
| Director |
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EXHIBIT INDEX
The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 21 | Subsidiaries of Casey’s General Stores, Inc. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 31.1 | Certification of Robert J. Myers under Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of William J. Walljasper under Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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