Casey's (CASY) 10-K/A risk factor changes: FY2015 vs FY2014

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You should carefully consider the risks described in this report before making a decision to invest in our securities.

If any of such risks actually occur, our business, financial condition, and/or results of operations could be materially adversely affected.

In that case, the trading price of our securities could decline and you might lose all or part of your investment.

Risks Related to Our Industry

The convenience store industry is highly competitive.

The convenience store and retail fuel industries in which we operate are highly competitive and characterized by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores.

We compete with many other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, club stores, fast food outlets, and mass merchants.

In recent years, several nontraditional retailers such as supermarkets, club stores, and mass merchants have affected the convenience store industry by entering the fuel retail business.

These nontraditional fuel retailers have obtained a significant share of the motor fuels market, and their market share is expected to grow.

In some of our markets, our competitors have been in existence longer and have greater financial, marketing, and other resources than we do.

As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry.

To remain competitive, we must constantly analyze consumer preferences and competitors’ offerings and prices to ensure we offer convenience products and services consumers demand at competitive prices.

We must also maintain and upgrade our customer service levels, facilities, and locations to remain competitive and attract customer traffic.

These competitive pressures could materially and adversely affect our fuel and merchandise sales and gross profit margins, and therefore could have a material adverse effect on our business, financial condition and results of operations.

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The volatility of wholesale petroleum costs could adversely affect our operating results.

Over the past three fiscal years, on average our fuel revenues accounted for approximately 72% of total revenue and our fuel gross profit accounted for approximately 22% of total gross profit.

Crude oil and domestic wholesale petroleum markets are marked by significant volatility.

General political conditions, acts of war or terrorism, and instability in oil producing regions, particularly in the Middle East and South America, can significantly affect crude oil supplies and wholesale petroleum costs.

In addition, the supply of fuel and our wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, lack of capacity at United States oil refineries or, in our case, the absence of fuel contracts that guarantee an uninterrupted, unlimited supply of gasoline.

Significant increases and volatility in wholesale petroleum costs have resulted and could in the future result in significant increases in the retail price of petroleum products and in lower gasoline average margin per gallon.

Increases in the retail price of petroleum products have resulted and could in the future adversely affect consumer demand for fuel.

This volatility makes it difficult to predict the impact that future wholesale cost fluctuations will have on our operating results and financial condition.

These factors could adversely affect our fuel gallon volume, fuel gross profit, and overall customer traffic, which in turn would affect our sales of grocery and general merchandise and prepared food products.

Changing consumer preferences for alternative motor fuel and improvements in fuel efficiency could adversely impact our business.

Technological advancement, regulatory changes, or changes in consumer preferences toward alternative motor fuels or more fuel-efficient vehicles could reduce demand for the fuel products we currently sell.

In addition, a shift toward electric, hydrogen, natural gas or other alternative fuel-powered vehicles could fundamentally change the shopping habits of our customers or lead to new forms of fueling destinations or new competitive pressure.

New technologies developed to improve the fuel efficiency of automobiles, or further governmental mandates to improve fuel efficiency, may result in decreased demand for conventional fuel.

Any of these outcomes could potentially result in fewer customer visits to our stores, decreases both in fuel and general merchandise sales revenue or reduce profit margins, which could have a material adverse effect on our business, financial condition and results of operations.

Increased credit card expenses could increase operating expenses.

A significant percentage of our fuel sales are made with the use of credit cards.

Since the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump result in higher credit card expenses.

These additional fees increase operating expenses.

Higher operating expenses that result from higher credit card fees may decrease our overall profit and have a material adverse effect on our business, financial condition and results of operations.

Total credit card fees paid in fiscal 2014, 2013, and 2012, were approximately $95 million, $85 million, and $80 million, respectively.

Wholesale cost and tax increases relating to tobacco products could affect our operating results.

Sales of tobacco products have averaged approximately 9% of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately 12% of total gross profit for the same period.

Any significant increases in wholesale cigarette costs or tax increases on tobacco products may have a materially adverse effect on unit demand for cigarettes domestically.

Currently, major cigarette manufacturers offer significant rebates to retailers, although there can be no assurance that such rebate programs will continue.

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(Dollars and gallons in thousands, except per share amounts)

Please read the following discussion of the Company’s financial condition and results of operations in conjunction with the Explanatory Note to this Amendment No. 1 to the Original Filing and in conjunction with selected historical consolidated financial data and consolidated financial statements and accompanying notes presented elsewhere in this Form 10-K/A and presented in the Original Filing.

Overview

The Company operates convenience stores under the name “Casey’s General Store” in fourteen Midwestern states, primarily in Iowa, Missouri and Illinois.

On April 30, 2014, there were a total of 1,808 stores in operation.

All but one store offer fuel for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items.

We derive our revenue from the retail sale of fuel and the products offered in our stores.

Approximately 58% of all Casey’s General Stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of all stores are located in communities with populations exceeding 20,000 persons.

We operate a central warehouse, the Casey’s Distribution Center, adjacent to our Corporate Headquarters facility in Ankeny, Iowa, through which we supply grocery and general merchandise items to our stores.

At April 30, 2014, the Company owned the land at 1,787 store locations and the buildings at 1,792 locations, and leased the land at 21 locations and the buildings at 16 locations.

During the fourth quarter of fiscal 2014, the Company earned $.54 in diluted earnings per share compared to $.56 per share for the same quarter a year ago.

Fiscal 2014 diluted earnings per share were $3.26 versus $2.69 for the prior year.

The Company’s business is seasonal, and generally the Company experiences higher sales and profitability during the first and second fiscal quarters (May-October), when customers tend to purchase greater quantities of fuel and certain convenience items such as beer and soft drinks.

During the 2014 fiscal year, we acquired and opened 25 convenience stores from other parties and completed 44 new store constructions.

In addition to this activity, the Company also replaced 20 stores and closed 12 stores during the year.

The fourth quarter results reflected a 1.8% increase in same-store fuel gallons sold, with an average margin of approximately 13.1 cents per gallon.

The Company’s fourth quarter fuel margin was helped by our ability to sell approximately 12.1 million renewable fuel credits for $5,700.

For the fiscal year, same-store gallons increased 3.1% with an average margin of 16.1 cents per gallon.

The Company’s policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions.

Same store sales of grocery and other merchandise increased 7.2% and prepared foods and fountain increased 12.1% during the fourth quarter of fiscal 2014.

The Company has several energy initiatives designed to reduce operating expenses associated with energy consumption.

The Company believes that reducing energy consumption where feasible is a sound long-term business strategy.

While individually and in aggregate the financial impact of these initiatives may not be material, implementing them throughout our operations is a part of our overall expense management.

Below is a list of some of the energy initiatives the Company is currently undertaking:

| | • | | All newly constructed stores use 100 percent high efficiency LED lighting. Also, when we perform a major remodel of an existing store, the fluorescent lighting is replaced with LED lighting. Furthermore, new canopies over the fuel pumps are installed with time systems and photo eyes to help control the canopy lighting. |

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| | • | | Multiple paperless initiatives are going on throughout the Company, including going to paperless paystubs and W-2’s where state law allows. |

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| | • | | Electric fuel tank heaters have been installed in our fleet of trucks, significantly reducing idle time. Furthermore, timers have been installed that automatically turn off the engine if it is idling for more than ten minutes. |

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| | • | | All of our store managers receive a portion of their pay in the form of incentive compensation. This encourages store managers to efficiently manage operating expenses, including utility expenses. All levels of supervision, including executive officers and supervisory personnel within the store operations department receive some form of incentive compensation, and operating expenses have a direct impact on the amount of annual incentive compensation payments made to these employees. |

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For further information concerning the Company’s operating environment and certain conditions that may affect future performance, see the “Forward-looking Statements” at the end of this Item 7.

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Fiscal 2014 Compared with Fiscal 2013

Total revenue for fiscal 2014 increased 8.1% to $7,840,255, primarily due to an increase in the number of gallons sold (which generated an additional $435,070), and an increase in inside sales (grocery & other merchandise and prepared food & fountain) (a $258,775 increase).

This was partially offset by a 2.1% decrease in average fuel prices (amounting to a $109,647 decrease).

Retail fuel sales for the fiscal year were $5,554,580, an increase of 6.2%, and gallons sold increased 8.5% to 1,665,600.

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The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations.

We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer.

Our first priority is to reduce the risk of principal loss.

Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk.

We mitigate default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.

The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity.

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, 2014 would have no material effect on pretax earnings.

We do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee.

These are not accounted for as derivatives under the normal purchase and normal sale exclusions under the applicable guidance.

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The Company

Casey’s General Stores, Inc. (“Casey’s”) and its wholly owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”) operate convenience stores under the name “Casey’s General Store” (hereinafter referred to as “Casey’s Store” or “Stores”) in fourteen Midwestern states, primarily in Iowa, Missouri, and Illinois.

The Company also operates one stand-alone pizza delivery and carry-out store.

The stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts, and sandwiches), beverages, tobacco products, health and beauty aids, automotive products, and other nonfood items.

In addition, all but one Casey’s stores offer fuel for sale on a self-service basis.

Our fiscal year runs from May 1 through April 30 of each year.

On April 30, 2014, there were a total of 1,808 stores in operation.

There were 44 stores newly constructed and we closed 12 stores in fiscal 2014.

We also acquired 28 additional stores in fiscal 2014, and 25 of those were opened in 2014, one was permanently closed and two will be opened during the 2015 fiscal year.

We operate a central warehouse, Casey’s Distribution Center, adjacent to our corporate headquarters in Ankeny, Iowa, through which we supply grocery and general merchandise items to our stores.

Approximately 58% of all our stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of our stores are located in communities with populations exceeding 20,000 persons.

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, and quality of service.

Casey’s, with executive offices at One Convenience Blvd., Ankeny, Iowa 50021-8045 (telephone 515-965-6100) was incorporated in Iowa in 1967.

One of our subsidiaries, Casey’s Marketing Company (Marketing Company) also operates from the Corporate Headquarters facility and was incorporated in Iowa in March 1995.

A second subsidiary, Casey’s Services Company (Services Company) operates from a nearby facility and was also incorporated in Iowa in March 1995.

A third subsidiary, Casey’s Retail Company, was incorporated in Iowa in 2004 and a fourth subsidiary, CGS Sales Corp., was incorporated in 2008 and both also operate from the Corporate Headquarters facility.

The Company’s Internet address is www.caseys.com.

Each year we make available through our website all of our SEC filings, including current reports on Form 8-K, quarterly reports on Form 10-Q, our annual report on Form 10-K, and amendments to those reports, free of charge as soon as reasonably practicable after they have been electronically filed with the Securities and Exchange Commission.

Additionally, you can go to our website to read our Financial Code of Ethics, Corporate Governance Guidelines, Code of Conduct, and committee charters.

We intend to post disclosure of any waivers to the Code of Conduct on our website.

General

We seek to meet the needs of residents of smaller towns by combining features of both general store and convenience store operations.

Smaller communities often are not served by national-chain convenience stores.

We have succeeded at operating Casey’s General Stores in smaller towns by offering, at competitive prices, a broader selection of products than does a typical convenience store.

We have also succeeded in meeting the needs of residents in larger communities with these offerings.

We currently own most of our real estate, including the Casey’s Distribution Center, the Services Company facility, and the Corporate Headquarters facility.

The Company derives its revenue primarily from the retail sale of fuel and the products offered in our stores.

Our sales historically have been strongest during the first and second fiscal quarters (May through October) and relatively weaker during the third and fourth (November through April).

In warmer weather, customers tend to purchase greater quantities of fuel and certain convenience items such as beer, pop, and ice.

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Corporate Subsidiaries

The Marketing Company and the Services Company were organized as Iowa corporations in March 1995, and both are wholly owned subsidiaries of Casey’s.

Casey’s Retail Company was organized as an Iowa corporation in April 2004, CGS Sales Corp. was organized as an Iowa corporation in 2008, and Tobacco City, Inc. was organized as an Iowa corporation in 2014.

All such entities are wholly-owned subsidiaries of Casey’s.

Casey’s Retail Company operates stores in Illinois, Kansas, Minnesota, Nebraska, North Dakota and South Dakota; it also holds the rights to the Casey’s trademark and trade name.

The Marketing Company owns and has responsibility for the operation of stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Oklahoma, Tennessee and Wisconsin.

The Marketing Company also has responsibility for all of our wholesale operations, including the Distribution Center.

The Services Company provides a variety of construction and transportation services for all stores.

CGS Sales Corp. operates one store in Iowa and one in Nebraska.

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The information required to be set forth under this heading is incorporated by reference from Note 11, Contingencies, to the Consolidated Financial Statements included in Part II, Item 8.

10-K/A 1 casy-2015430x10ka6x29.htm 10-K/A

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Annual Report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Year Ended April 30, 2015

Commission File Number 001-34700

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

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| IOWA | | 42-0935283 |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |

ONE CONVENIENCE BLVD., ANKENY, IOWA

(Address of principal executive offices)

50021

(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act

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| --- | --- | --- |

| | | |

| COMMON STOCK | | NASDAQ |

| (Title of Class) | | (Name of Exchange on which Registered) |

Securities Registered pursuant to Section 12(g) of the Act

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

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

Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

10-K/A 1 d833930d10ka.htm 10-K/A

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Annual Report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Year Ended April 30, 2014

Commission File Number 001-34700

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

| | | |

| --- | --- | --- |

| IOWA | | 42-0935283 |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |

ONE CONVENIENCE BLVD., ANKENY, IOWA

(Address of principal executive offices)

50021

(Zip Code)

(515) 965-6100

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act

| | | |

| --- | --- | --- |

| COMMON STOCK | | NASDAQ |

| (Title of Class) | | (Name of Exchange on which Registered) |

Securities Registered pursuant to Section 12(g) of the Act

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

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

Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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Not applicable.

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We own our corporate headquarters and Distribution Center.

Located on an approximately 45-acre site in Ankeny, Iowa, these adjacent facilities and our vehicle service and maintenance center occupy a total of approximately 375,000 square feet.

The original complex was completed in February 1990 and placed in full service at that time.

In fiscal 2007, we added 98,000 square feet to the Distribution Center, 20,000 square feet of office space, additional paving for truck parking, and necessary drainage and landscaping improvements.

In fiscal 2013, we purchased a nearby service building, which consists of approximately 60,000 square feet of warehouse space and approximately 14,000 square feet of office space.

In March 2014, we initiated further expansion of our distribution center with a projected 38,000 additional square feet of warehouse space for our distribution center.

In April 2014, we announced plans to build a second distribution center, to be located in Terre Haute, Indiana.

This second distribution center is projected to have approximately 250,000 square feet of warehouse space.

On April 30, 2014, we also owned the land at 1,787 store locations and the buildings at 1,792 locations and leased the land at 21 locations and the buildings at 16 locations.

Most of the leases provide for the payment of a fixed rent plus property taxes, insurance, and maintenance costs.

Generally, the leases are for terms of ten to twenty years with options to renew for additional periods or options to purchase the leased premises at the end of the lease period.

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Not applicable.

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PART II

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Common Stock

Casey’s common stock trades on the Nasdaq Global Select Market under the symbol CASY.

The 38,507,387 shares of common stock outstanding at April 30, 2014 had a market value of approximately $2.6 billion.

On that date there were 1,793 shareholders of record.

Common Stock Market Prices

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| Calendar 2012 | | High | | | | Low | | | | Calendar 2013 | | | | High | | | | Low | | | | Calendar 2014 | | | | High | | | | Low | | |

| Q1 | | $ | 56.44 | | | $ | 49.52 | | | | Q1 | | | $ | 59.00 | | | $ | 51.45 | | | | Q1 | | | $ | 70.95 | | | $ | 64.84 | |

| Q2 | | $ | 60.60 | | | $ | 51.81 | | | | Q2 | | | $ | 63.89 | | | $ | 52.84 | | | | | | | | | | | | | |

| Q3 | | $ | 63.00 | | | $ | 55.20 | | | | Q3 | | | $ | 74.08 | | | $ | 60.47 | | | | | | | | | | | | | |

| Q4 | | $ | 57.66 | | | $ | 46.15 | | | | Q4 | | | $ | 77.58 | | | $ | 67.80 | | | | | | | | | | | | | |

Dividends

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal 2014 totaled $0.72 per share.

The dividends paid in fiscal 2013 totaled $0.66 per share.

On June 6, 2014, the Board of Directors declared a quarterly dividend of $0.20 payable August 15, 2014 to shareholders of record on August 1, 2014.

The Board expects to review the dividend every year at its June meeting.

The cash dividends declared during the calendar years 2012-14 were as follows:

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| Calendar 2012 | | Cash dividend declared | | | | Calendar 2013 | | | | Cash dividend declared | | | | Calendar 2014 | | | | Cash dividend declared | | |

| Q1 | | $ | 0.15 | | | | Q1 | | | $ | 0.165 | | | | Q1 | | | $ | 0.18 | |

| Q2 | | | 0.165 | | | | Q2 | | | | 0.18 | | | | Q2 | | | | 0.20 | |

| Q3 | | | 0.165 | | | | Q3 | | | | 0.18 | | | | | | | | | |

| Q4 | | | 0.165 | | | | Q4 | | | | 0.18 | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | 0.645 | | | | | | | | 0.705 | | | | | | | | | |

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(In thousands, except per share amounts)

Statement of Income Data*

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Years ended April 30, | | | | | | | | | | | | | | | | | | |

| | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | |

| Total revenue | | $ | 7,840,255 | | | $ | 7,250,840 | | | $ | 6,987,804 | | | $ | 5,635,240 | | | $ | 4,637,087 | |

| Cost of goods sold | | | 6,618,239 | | | | 6,179,771 | | | | 5,987,659 | | | | 4,754,173 | | | | 3,844,735 | |

| | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | 1,222,016 | | | | 1,071,069 | | | | 1,000,145 | | | | 881,067 | | | | 792,352 | |

| | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | 857,297 | | | | 760,365 | | | | 688,431 | | | | 607,628 | | | | 526,291 | |

| Depreciation and amortization | | | 131,160 | | | | 111,823 | | | | 96,552 | | | | 82,355 | | | | 73,546 | |

| Interest, net | | | 39,915 | | | | 35,265 | | | | 35,192 | | | | 28,497 | | | | 10,933 | |

| Loss on early retirement of debt | | | — | | | | — | | | | — | | | | 11,350 | | | | — | |

| | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | 193,644 | | | | 163,616 | | | | 179,970 | | | | 151,237 | | | | 181,582 | |

| Federal and state income taxes | | | 66,824 | | | | 59,802 | | | | 65,276 | | | | 56,614 | | | | 64,620 | |

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| Net income | | $ | 126,820 | | | $ | 103,814 | | | $ | 114,694 | | | $ | 94,623 | | | $ | 116,962 | |

| | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per common share | | $ | 3.30 | | | $ | 2.71 | | | $ | 3.01 | | | $ | 2.24 | | | $ | 2.30 | |

| | | | | | | | | | | | | | | | | | | | | |

| Diluted earnings per common share | | $ | 3.26 | | | $ | 2.69 | | | $ | 2.99 | | | $ | 2.22 | | | $ | 2.29 | |

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| Weighted average number of common shares outstanding—basic | | | 38,458 | | | | 38,297 | | | | 38,068 | | | | 42,285 | | | | 50,899 | |

| Weighted average number of common shares outstanding—diluted | | | 38,868 | | | | 38,620 | | | | 38,392 | | | | 42,567 | | | | 51,053 | |

| Dividends paid per common share | | $ | .72 | | | $ | 0.66 | | | $ | 0.60 | | | $ | 0.505 | | | $ | 0.34 | |

Balance Sheet Data

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| | | As of April 30, | | | | | | | | | | | | | | | | | | |

| | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | |

| Current assets | | $ | 389,558 | | | $ | 278,967 | | | $ | 280,726 | | | $ | 293,887 | | | $ | 310,085 | |

| Total assets | | | 2,304,876 | | | | 1,990,168 | | | | 1,776,263 | | | | 1,610,955 | | | | 1,388,775 | |

| Current liabilities | | | 390,889 | | | | 412,806 | | | | 310,186 | | | | 294,500 | | | | 240,886 | |

| Long-term debt, net of current maturities | | | 853,642 | | | | 653,081 | | | | 667,930 | | | | 678,680 | | | | 154,754 | |

| Shareholders’ equity | | | 703,264 | | | | 593,387 | | | | 503,944 | | | | 403,896 | | | | 824,319 | |

| * | Due to the immaterial error discussed in this Amendment No. 1, the Statement of Income Data and Balance Sheet Data have been revised. See Note 2 to the Consolidated Financial Statements. |

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Casey’s General Stores, Inc.:

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, 2014 and 2013, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2014.

We also have audited the Company’s internal control over financial reporting as of April 30, 2014, based on criteria established in _Internal Control—Integrated Framework (1992)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A (Controls and Procedures).

Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness related to the lack of review and approval of the federal excise tax returns by management with the requisite skill and knowledge, and recognition of the corresponding liability and expense has been identified and included in management’s assessment.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Casey’s General Stores, Inc. and subsidiaries as of April 30, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2014, in conformity with U.S. generally accepted accounting principles.

Also, in our opinion, because of the effect of the aforementioned material weakness on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 30, 2014, based on criteria established in _Internal Control—Integrated Framework (1992)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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We do not express an opinion or any other form of assurance on management’s statements referring to corrective actions taken after April 30, 2014, relative to the aforementioned material weakness in internal control over financial reporting.

As discussed in Note 2 _Correction of Immaterial Errors_ to the consolidated financial statements, the consolidated financial statements have been revised to correct an immaterial misstatement.

/s/ KPMG LLP

Des Moines, Iowa

June 27, 2014, except as to note 2 and the restatement of the effectiveness of internal control over financial reporting for the material weakness which are as of December 9, 2014

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | April 30, | | | | | | |

| | | 2014 | | | | 2013 | | |

| Assets | | | | | | | | |

| Current assets | | | | | | | | |

| Cash and cash equivalents | | $ | 121,641 | | | $ | 41,271 | |

| Receivables | | | 25,841 | | | | 20,900 | |

| --- | --- |

None.

| --- | --- |

(a) Evaluation of disclosure controls and procedures.

In the second quarter of fiscal year 2015, through a routine Internal Revenue Service (IRS) examination, management became aware that an inadvertent accounting and reporting error occurred during the fiscal years 2012, 2013, and 2014 and the first quarter of fiscal year 2015.

A control deficiency was identified with regards to the review and approval of quarterly federal excise tax returns by management with the requisite skill and knowledge, and recognition of the corresponding liability and expense.

The internal controls in place during this time were not responsive to changes in circumstances.

While the control deficiency did not result in a material misstatement to the Company’s consolidated financial statements for any periods through and including the fiscal year ended April 30, 2014, or unaudited condensed consolidated financial statements for the first fiscal quarter of fiscal year 2015, it did represent a material weakness as of April 30, 2014, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

The correction of these immaterial errors is being recognized in revisions to our consolidated financial statements for the fiscal year ended April 30, 2014 in this Amendment No. 1 and in revisions to the unaudited condensed consolidated financial statements for the fiscal quarter ended July 31, 2014 included on Form 10-Q/A dated December 9, 2014, to be filed concurrent with this Form 10-K/A.

The Company’s chief executive officer and its chief financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of April 30, 2014.

Our chief executive officer and chief financial officer concluded that, as a result of the material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of April 30, 2014.

The Company is amending Item 9A of its Annual Report on Form 10-K for 2014, as well as Item 4 of its Quarterly Reports on Form 10-Q for the first quarter of fiscal 2015 to reflect the conclusion by management that there was a material weakness in internal control over financial reporting as of the end of the periods covered by these reports.

For purposes of Rule 13a-15(e), the term _disclosure controls and procedures_ means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended.

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in _Internal Control—Integrated Framework (1992)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of that evaluation, management identified the following control deficiency as of April 30, 2014, that constituted a material weakness:

Ineffective design and operation of controls regarding the review and approval of quarterly federal excise tax returns by management with the requisite skill and knowledge, and recognition of the corresponding liability and expense.

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The internal controls in place at the time and subsequently were not responsive to changes in circumstances.

The control deficiency resulted in errors in cost of goods sold, interest expense, net, federal and state income taxes, deferred income taxes, accrued expenses and retained earnings.

These errors did not, individually or in the aggregate, result in a material misstatement to the Company’s consolidated financial statements for any periods through and including the fiscal year ended April 30, 2014.

However such control deficiencies could have resulted in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected.

Accordingly, management has determined that the lack of an independent control in place to review the federal excise tax returns constituted a material weakness on April 30, 2014.

The effectiveness of our internal control over financial reporting as of April 30, 2014, has been audited by KPMG, our independent registered public accounting firm, as stated in their adverse report which is included herein.

(c) Change in Internal Control over Financial Reporting.

As of the date the Original Filing was filed, there was no change in the Company’s internal control over financial reporting which occurred during the Company’s most recent fiscal quarter that materially affected, or was reasonably likely to materially affect the Company’s internal control over financial reporting.

(d) Remediation.

In the second quarter of fiscal 2015, management became actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness in our internal control over financial reporting identified above, and included preliminary details of its remediation plans in the Current Report on Form 8-K filed on November 24, 2014.

After further discussion, management has determined to clarify and refine those preliminary remediation plans and now has implemented or intends to implement the following steps:

| | • | | preparation of the federal excise tax returns managed under the authority of the Company’s Tax Department; |

| --- | --- | --- | --- |

| | • | | review and approval of the completed federal excise tax returns by management with the requisite skill and knowledge; |

| --- | --- | --- | --- |

| | • | | enhance our information technology solutions to facilitate the preparation of the excise tax return and enhance monitoring of the payment of excise taxes; and |

| --- | --- | --- | --- |

| | • | | formalize the process by which the Tax Department will notify return preparers of any changes in the forms used for filings and or any necessary procedural changes to the process; |

| --- | --- | --- | --- |

Management believes the measures described above and others that will be implemented will remediate the material weakness that we have identified.

As management continues to evaluate and improve internal control over financial reporting, we may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.

Nonetheless, the chief executive officer and chief financial officer believe that the subsequent procedures we performed in connection with our preparation of this Form 10-K/A provide reasonable assurance that the identified material weakness did not lead to material misstatements in our consolidated financial statements presented in this Form 10-K/A or prior periods and that the consolidated financial statements included in this Form 10-K/A fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in accordance with U.S. GAAP.

| --- | --- |

Not applicable.

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PART III

| --- | --- |

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Executive Officers and Their Compensation” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2014 and used in connection with the Company’s 2014 Annual Meeting of Shareholders are hereby incorporated by reference.

The Company has adopted a Financial Code of Ethics applicable to its Chief Executive Officer and other senior financial officers.

In addition, the Company has adopted a general code of business conduct (known as the Code of Business Conduct and Ethics) for its directors, officers, and all employees.

The Financial Code of Ethics, the Code of Business Conduct and Ethics, and other Company governance materials are available under the Corporate Governance link of the Company Web site at www.caseys.com.

The Company intends to disclose on this Web site any amendments to or waivers from the Financial Code of Ethics or the Code of Business Conduct and Ethics that are required to be disclosed pursuant to SEC rules.

To date, there have been no waivers of the Financial Code of Ethics or the Code of Business Conduct and Ethics.

Shareholders may obtain copies of any of these corporate governance documents free of charge by downloading from the Web site or by writing to the Corporate Secretary at the address on the cover of this Form 10-K/A.

| --- | --- |

That portion of the Company’s definitive Proxy Statement appearing under the caption “Executive Officers and Their Compensation” asfiled with the Commission pursuant to Regulation 14A within 120 days after April 30, 2014 and used in connection with the Company’s 2014 Annual Meeting of Shareholders is hereby incorporated by reference.

| --- | --- |

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Shares Outstanding,” “Voting Procedures,” and “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2014 and used in connection with the Company’s 2014 Annual Meeting of Shareholders are hereby incorporated by reference.

| --- | --- |

That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions” and “Governance of the Company” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2014 and used in connection with the Company’s 2014 Annual Meeting of Shareholders is hereby incorporated by reference.

| --- | --- |

That portion of the Company’s definitive Proxy Statement appearing under the caption “Independent Auditor Fees” as filed with the Commission within 120 days after April 30, 2014 and used in connection with the Company’s 2014 Annual Meeting of Shareholders is hereby incorporated by reference.

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PART IV

| --- | --- |

| (a) | Documents filed as a part of this report on Form 10-K/A |

| --- | --- |

| | (1) | The following financial statements are included herewith: |

| --- | --- | --- |

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. |

| --- | --- | --- |

| | (3) | The following exhibits are filed as a part of this report: |

| --- | --- | --- |

| | | |

| --- | --- | --- |

| 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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