Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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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, 2011 and 2010, and the related consolidated statements of earnings, shareholders’ equity and cash flows for each of the years in the three-year period ended April 30, 2011. We also have audited the Company’s internal control over financial reporting as of April 30, 2011, based on criteria established in Internal Control—Integrated Framework 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, appearing under 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. 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.

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, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/KPMG LLP

Des Moines, Iowa

June 28, 2011

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


		April 30,
Assets		2011			2010
Current assets
Cash and cash equivalents	$		59,572	$	151,676
Receivables			20,154		12,111
Inventories			159,200		124,951
Prepaid expenses			1,180		1,129
Deferred income taxes			10,405		9,417
Income taxes receivable			43,376		10,801

Total current assets			293,887		310,085

Property and equipment, at cost
Land			348,456		297,833
Buildings and leasehold improvements			724,170		621,882
Machinery and equipment			907,483		784,341
Leasehold interest in property and equipment			14,538		13,849

			1,994,647		1,717,905
Less accumulated depreciation and amortization			777,342		706,994

Net property and equipment			1,217,305		1,010,911

Other assets, net of amortization			11,721		10,232
Goodwill			88,042		57,547

Total assets	$		1,610,955	$	1,388,775


Liabilities and Shareholders’ Equity
Current liabilities
Notes payable to bank	$		600	$	--------
Current maturities of long-term debt			1,167		24,577
Accounts payable			215,675		145,334
Accrued expenses
Wages and related taxes			13,014		11,981
Property taxes			17,283		15,267
Insurance			22,129		20,713
Other			24,632		23,014

Total current liabilities			294,500		240,886

Long-term debt, net of current maturities			678,680		154,754
Deferred income taxes			203,078		141,229
Deferred compensation			13,858		12,788
Other long-term liabilities			16,943		14,799

Total liabilities			1,207,059		564,456

Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, none issued			--------		--------
Common stock, no par value, 37,966,709 and 50,926,162 shares issued and outstanding at April 30, 2011 and 2010, respectively			3,996		64,439
Retained earnings			399,900		759,880

Total shareholders’ equity			403,896		824,319

Total liabilities and shareholders’ equity	$		1,610,955	$	1,388,775

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)


		Years ended April 30,
		2011			2010			2009
Total revenue	$		5,635,240	$		4,637,087	$		4,690,525
Cost of goods sold (exclusive of depreciation, shown separately below)			4,754,173			3,844,735			3,966,919

Gross profit			881,067			792,352			723,606
Operating expenses			607,628			526,291			504,449
Depreciation and amortization			82,355			73,546			69,451
Interest, net			28,497			10,933			10,626
Loss on early retirement of debt			11,350			--------			--------


Earnings before income taxes			151,237			181,582			139,080
Federal and state income taxes			56,614			64,620			53,390

Net earnings	$		94,623	$		116,962	$		85,690


Earnings per common share
Basic	$		2.24	$		2.30	$		1.69


Diluted	$		2.22	$		2.29	$		1.68

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)


		Common stock			Retained earnings			Total

Balance at April 30, 2008	$		57,690	$		589,782	$		647,472
Net earnings			--------			85,690			85,690
Payment of dividends (30 cents per share)			--------			(15,246)			(15,246)
Proceeds from exercise of stock options (93,550 shares)			1,346			--------			1,346
Tax benefits related to nonqualified stock options			512			--------			512
Stock based compensation			1,256			--------			1,256


Balance at April 30, 2009	$		60,804	$		660,226	$		721,030
Net earnings			--------			116,962			116,962
Payment of dividends (34 cents per share)			--------			(17,308)			(17,308)
Proceeds from exercise of stock options (83,450 shares)			1,239			--------			1,239
Tax benefits related to nonqualified stock options			365			--------			365
Stock based compensation			2,031			--------			2,031


Balance at April 30, 2010	$		64,439	$		759,880	$		824,319
Net earnings			--------			94,623			94,623
Payment of dividends (50.5 cents per share)			--------			(20,467)			(20,467)
Repurchase of common stock (13,157,894 shares)			(66,890)			(434,136)			(501,026)
Proceeds from exercise of stock options (184,441 shares)			3,733			--------			3,733
Tax benefits related to nonqualified stock options			648			--------			648
Stock based compensation			2,066			--------			2,066


Balance at April 30, 2011	$		3,996		$	399,900		$	403,896

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)


		Years ended April 30,
		2011			2010			2009
Cash flows from operating activities
Net earnings	$		94,623	$		116,962	$		85,690
Adjustments to reconcile net earnings to net cash provided by operations
Depreciation and amortization			82,355			73,546			69,451
Other amortization (accretion)			988			203			(192)
Stock-based compensation			2,066			2,031			1,256
Loss on sale of property and equipment			(80)			456			4,063
Deferred income taxes			60,861			18,171			16,080
Excess tax benefits related to stock option exercises			(648)			(365)			(512)
Loss on early retirement of debt			11,350			---------			---------
Changes in assets and liabilities
Receivables			(8,043)			(1,223)			5,774
Inventories			(26,527)			(15,886)			18,794
Prepaid expenses			(51)			87			25
Accounts payable			70,341			29,898			(47,907)
Accrued expenses			5,516			(6,567)			15,931
Income taxes receivable			(31,266)			(3,649)			1,005
Other, net			(42)			404			1,166

Net cash provided by operating activities			261,443			214,068			170,624
Cash flows from investing activities
Purchase of property and equipment			(214,573)			(129,233)			(136,351)
Payments for acquisition of businesses, net of cash acquired			(113,567)			(45,688)			(11,813)
Proceeds from sales of property and equipment			2,627			1,769			3,200

Net cash used in investing activities			(325,513)			(173,152)			(144,964)
Cash flows from financing activities
Proceeds from long-term debt			569,000			---------			---------
Payments of long-term debt			(69,172)			(19,231)			(21,100)
Net borrowing of short-term debt			600			---------			---------
Proceeds from exercise of stock options			3,733			1,239			1,346
Payments of cash dividends			(20,467)			(17,308)			(15,246)
Repurchase of common stock			(501,026)			---------			---------
Payments of prepayment penalties			(11,350)			---------			---------
Excess tax benefits related to stock option exercises			648			365			512

Net cash used in financing activities			(28,034)			(34,935)			(34,488)

Net (decrease) increase in cash and cash equivalents			(92,104)			5,981			(8,828)
Cash and cash equivalents at beginning of year			151,676			145,695			154,523

Cash and cash equivalents at end of year	$		59,572	$		151,676	$		145,695


SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the year for
Interest, net of amount capitalized	$		34,691	$		11,677	$		13,142
Income taxes			26,113			48,825			34,229
Noncash investing and financing activities
Property and equipment acquired through notes payable and capitalized lease obligations			689			2,234			1,603

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. SIGNIFICANT ACCOUNTING POLICIES

Operations Casey’s General Stores, Inc. and its subsidiaries (the Company/Casey’s) operate 1,637 convenience stores in 11 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail sales in 2011 were distributed as follows: 71% gasoline, 21% grocery & other merchandise, and 8% prepared food & fountain. The Company’s materials are readily available, and the Company is not dependent on a single supplier or only a few suppliers.

Principles of consolidation The consolidated financial statements include the financial statements of Casey’s General Stores, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect 1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and 2) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash equivalents Cash equivalents consist of money market funds. We consider all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents.

Inventories Inventories, which consist of merchandise and gasoline, are stated at the lower of cost or market; in-store inventory (excluding cigarettes, beer, beverages, and prepared foods, which are stated at cost) is determined by the retail inventory method (RIM). Cost is determined using the first-in, first-out (FIFO) method for gasoline and the last-in, first-out (LIFO) method for merchandise. Below is a summary of the inventory values at April 30, 2011 and 2010:


	Fiscal 2011		Fiscal 2010
Gasoline		81,964		54,439
Merchandise		113,934		102,344
Merchandise LIFO reserve		(36,698)		(31,832)

Total inventory		159,200		124,951

Vendor allowances include rebates and other funds received from vendors to promote their products. The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor rebates in the form of rack display allowances are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of sales and are recognized at the time the product is sold. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

Goodwill Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of April 30, 2011, there was $88,042 of goodwill, and management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment.

Store closings and asset impairment The Company writes down property and equipment of stores it is closing to estimated net realizable value at the time management commits to a plan to close such stores and begins active marketing of the stores. The Company bases the estimated net realizable value of property and equipment on its experience in utilizing and/or disposing of similar assets and on estimates provided by its own and/or third-party real estate experts.

The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent carrying value is less than estimated fair value. Fair value is based on management’s estimate of the price that would be received to sell an asset in an orderly transaction between market participants. The estimate is derived from offers, actual sale or disposition of assets subsequent to year-end, and other indications of asset value, which are considered Level 3 inputs. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis. The Company incurred impairment charges of $348 in fiscal 2011, $100 in fiscal 2010, and $1,262 in fiscal 2009. Impairment charges are a component of operating expenses.

Depreciation and amortization Depreciation of property and equipment and amortization of capital lease assets are computed principally by the straight-line method over the following estimated useful lives:


Buildings		25-40 years
Machinery and equipment		5-30 years
Leasehold interest in property and equipment		Lesser of term of lease or life of asset
Leasehold improvements		Lesser of term of lease or life of asset

Excise taxes Excise taxes approximating $495,000, $454,000, and $439,000 collected from customers on retail gasoline sales are included in net sales for fiscal 2011, 2010, and 2009, respectively.

Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Revenue recognition The Company recognizes retail sales of gasoline, grocery & other merchandise, prepared food & fountain, and commissions on lottery, prepaid phone cards, and video rentals at the time of the sale to the customer. Sales taxes collected from customers are recorded on a net basis in the financial statements.

Earnings per common share Basic earnings per share have been computed by dividing net earnings by the weighted average shares outstanding during each of the years. The calculation of diluted earnings per share treats stock options outstanding as potential common shares to the extent they are dilutive.

Asset retirement obligations The Company recognizes the estimated future cost to remove underground storage tanks over the estimated useful life of the storage tank_._ The Company records a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. The Company amortizes the amount added to other assets and recognizes accretion expense in connection with the discounted liability over the remaining life of the tank. The estimates of the anticipated future costs for removal of an underground storage tank are based on our prior experience with removal. The cost estimates are compared to the actual removal cost experienced on an annual basis, and when the actual costs exceed our original estimates, an additional liability for estimated future costs to remove the underground storage tanks will be recognized. Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, we expect the dollar amount of these obligations to change as more information is obtained. There were no material changes in our asset retirement obligation estimates during fiscal 2011. The recorded asset for asset retirement obligations was $6,926 and $6,431 at April 30, 2011 and 2010, respectively, and is recorded in other assets, net of amortization. The discounted liability was $10,549 and $9,067 at April 30, 2011 and 2010, respectively, and is recorded in other long-term liabilities.

Environmental remediation liabilities The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

Derivative instruments The Company occasionally has used derivative instruments such as options and futures to hedge against the volatility of gasoline cost, under which the Company was at risk for possible changes in the market value for these derivative instruments. There were no such options or futures contracts during the years ended April 30, 2011, 2010, or 2009.

Stock-based compensation Stock based compensation is recorded based upon the fair value of the award on the grant date. The cost of the award is recognized in the statement of earnings over the vesting period of the award.

Recent accounting pronouncements Effective May 1, 2011, we will adopt new guidance regarding the disclosure of supplementary pro forma information for business combinations. We will disclose pro forma revenue and earnings as of the beginning of the comparative prior period presented only and we will add additional disclosure related to the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. It is effective for public companies only, for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, but early adoption is permitted. This will be applied prospectively to business combinations for which the acquisition date was after May 1, 2011.

Reclassifications Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. These changes were not considered material.

2. ACQUISITIONS

During the year ended April 30, 2011, the Company acquired 89 stores through a variety of single store and multi-store transactions with several unrelated third parties. The acquisitions were recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

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


Assets acquired:
Inventories	$	7,722
Property and equipment		75,867

Total assets		83,589

Liabilities assumed:
Accrued expenses		567

Total liabilities		567

Net tangible assets acquired, net of cash		83,022
Goodwill		30,545

Total consideration paid, net of cash acquired	$	113,567

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


		Years Ended April 30,
		2011		2010
Total revenues	$		5,843,566		4,969,192
Net earnings	$		98,911		125,027
Earnings per share
Basic	$		2.34		2.46
Diluted	$		2.32		2.45

3. FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT

A summary of the fair value of the Company’s financial instruments follows.

Cash and cash equivalents, receivables, and accounts payable The carrying amount approximates fair value due to the short maturity of these instruments or the recent purchase of the instruments at current rates of interest.

Long-term debt The fair value of the Company’s long-term debt excluding capital lease obligations is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company’s long-term debt excluding capital lease obligations was approximately $636,000 and $161,000, respectively, at April 30, 2011 and 2010. The Company had a $50,000 line of credit with $600 owed at April 30, 2011 with a weighted average interest rate of 0.85% and no balance owed at April 30, 2010.

On May 23, 2011 the Company replaced the current line of credit arrangements with two Promissory Notes, each in the principal amount of $50,000 (together, the “Notes”). The Notes evidence a revolving line of credit in the aggregate principal amount of $100,000 and bear interest at variable rates subject to change from time to time based on changes in an independent index referred to in the Notes as the Federal Funds Offered Rate (the “Index”). The interest rate to be applied to the unpaid principal balance of the first Note will be at a rate of 0.750% over the Index, resulting in an initial rate of 0.850% per annum. The interest rate applicable to the second note is 1.000% over the Index, resulting in an initial rate of 1.100% per annum.

Interest expense is net of interest income of $360, $300, and $2,107 for the years ended April 30, 2011, 2010, and 2009, respectively. Interest expense in the amount of $406, $431, and $367 was capitalized during the years ended April 30, 2011, 2010, and 2009, respectively.

The next table delineates the Company’s long-term debt at carrying amount.


		As of April 30,
		2011		2010
Capitalized lease obligations discounted at 5.22% to 7.09% due in various monthly installments through 2048 (Note 7)	$		10,344		10,274

Mortgage notes payable due in various installments through January 2013 with interest at 6%			503		10,628

7.38% senior notes due in 21 semi-annual installments beginning in December 2010—paid August 2010			--------		30,000

Senior notes due in various installments from 2004 through 2019 with interest at 6.18% to 7.23%—paid August 2010			--------		17,000

7.89% senior notes due in 7 annual installments beginning in May 2004			--------		11,429

5.72% senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 2020			100,000		100,000

5.22% senior notes due August 9, 2020			569,000		--------

			679,847		179,331

Less current maturities			1,167		24,577


	$		678,680		154,754

Various debt agreements contain certain operating and financial covenants. At April 30, 2011, the Company was in compliance with all covenants. Listed below are the aggregate maturities of long-term debt, including capitalized lease obligations, for the 5 years commencing May 1, 2011 and thereafter:


Years ended April 30,
2012	$	1,167
2013		10,707
2014		15,728
2015		406
2016		15,244
Thereafter		636,595

	$	679,847

4. PREFERRED AND COMMON STOCK

Preferred stock The Company has 1,000,000 authorized shares of preferred stock of which 250,000 shares have been designated as Series A Serial Preferred Stock. No shares have been issued.

Common stock The Company currently has 120,000,000 authorized shares of common stock. Dividends paid totaled $0.505, $0.34, and $0.30 per share for the years ended April 30, 2011, 2010, and 2009, respectively.

Preferred share purchase rights On April 16, 2010, the Board of Directors adopted a Rights Plan, providing for the distribution of one right for each share of common stock outstanding. Each right entitled the holder to purchase one one-thousandth (1/1000th) of a share of Series A Serial Preferred Stock, no par value per share, of the Company at a price of $95.00. Each right also entitled the holder to purchase common shares in the surviving entity at 50% of the market price. The rights generally became exercisable at the discretion of the Board of Directors following a public announcement that 15% or more of the Company’s common stock has been acquired or an intent to acquire has become apparent. The rights expired on April 15, 2011.

Stock option plans The 2009 Stock Incentive Plan (the “Plan”), was approved by the Board of Directors in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the “Prior Plans”). There are 4,944,000 shares available for grant at April 30, 2011 under the Plan. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to a stock option will be counted as one share, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. On June 23, 2010, restricted stock units with respect to a total of 14,000 shares were granted to the non-employee members of the Board. On March 22, 2011, an additional 14,000 shares of restricted stock units were also granted to the non-employee members of the Board. On June 23, 2011, restricted stock units with respect to a total of 15,000 shares were granted to the employee member of the Board. Additional information regarding the Plan is provided in the Company’s 2010 Proxy Statement. Under the Company’s Prior Plans, options could have been granted to non-employee directors, certain officers, and key employees to purchase an aggregate of 5,260,000 shares of common stock. At April 30, 2011, options for 775,109 shares (which expire between 2011 and 2019) were outstanding. All stock option shares issued are previously unissued authorized shares.

On June 23, 2011, stock options totaling 441,000 shares were granted to certain officers and key employees. These awards will vest on June 23, 2014, and compensation expense is being recognized ratably over the vesting period.

On June 23, 2009, stock options totaling 361,000 shares were granted to certain officers and key employees. These awards will vest on June 23, 2012, and compensation expense is being recognized ratably over the vesting period.

The 2000 Stock Option Plan allowed the grant of options with an exercise price equal to the fair value of the Company’s stock on the date of grant that expired ten years after the date of grant. Vesting was generally over a three to five-year service period. The Non-employee Directors’ Stock Option Plan allowed the grant of options with an exercise price equal to the average of the last reported sale prices of shares of common stock on the last trading day of each of the twelve months preceding the award of the option. The term of such options was ten years from the date of grant, and each option is exercisable immediately upon grant. The aggregate number of shares of Common Stock that could have been granted pursuant to the Director Stock Plan was 200,000 shares, subject to adjustment to reflect any future stock dividends, stock splits, or other relevant capitalization changes.

The following table shows the stock option activity during the periods indicated:


	Number of shares				Weighted average exercise price

Balance at April 30, 2008		783,550		$		19.74
Granted		12,000				26.51
Exercised		(93,550	)			14.39
Forfeited		(24,000	)			23.80

Balance at April 30, 2009		678,000		$		20.45
Granted		377,000				25.27
Exercised		(83,450	)			14.85
Forfeited		(12,000	)			24.41

Balance at April 30, 2010		959,550		$		22.78
Granted		--------				--------
Exercised		(184,441	)			20.24
Forfeited		--------				--------

Balance at April 30, 2011		775,109		$		23.38

At April 30, 2011, all outstanding options had an aggregate intrinsic value of $12,136 and a weighted average remaining contractual life of 6.2 years. The vested options totaled 432,109 shares with a weighted average exercise price of $21.89 per share and a weighted average remaining contractual life of 4.7 years. The aggregate intrinsic value for the vested options as of April 30, 2011 was $7,406. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2011 was $3,681, and the total fair value of shares vested during the year ended April 30, 2011 was $401.

Total compensation costs recorded for the years ended April 30, 2011, 2010 and 2009 were $2,066, $2,031, and $1,256, respectively, for the stock option and restricted stock awards. As of April 30, 2011, there was $1,250 of total unrecognized compensation costs related to the 2000 Stock Option Plan for stock options that are expected to be recognized ratably through 2013.

At April 30, 2011, the range of exercise prices was $11.74–$26.92 and the weighted average remaining contractual life of outstanding options was 6.2 years. The number of shares and weighted average remaining contractual life of the options by range of applicable exercise prices at April 30, 2011 were as follows:


	Range of exercise prices	Number of shares		Weighted average exercise price	Weighted average remaining contractual life (years)


$	11.74-13.07	10,500	$	12.02	.6
	14.08-17.64	82,300		14.46	2.3
	20.68-26.92	682,809		24.63	6.8

		775,609

5. EARNINGS PER COMMON SHARE

Computations for basic and diluted earnings per common share are presented below:


		Years ended April 30,
		2011		2010		2009
Basic
Net earnings	$	94,623	$	116,962	$	85,690


Weighted average shares outstanding—basic		42,284,664		50,899,370		50,787,309


Basic earnings per common share	$	2.24	$	2.30	$	1.69


Diluted
Net earnings	$	94,623	$	116,962	$	85,690


Weighted-average shares outstanding—basic		42,284,664		50,899,370		50,787,309
Plus effect of stock options and restricted stock units		281,913		153,803		130,170

Weighted-average shares outstanding—diluted		42,566,577		51,053,173		50,917,479


Diluted earnings per common share	$	2.22	$	2.29	$	1.68

Options to purchase shares of common stock that were not included in the computation of diluted earnings per share, because their inclusion would have been antidilutive, were 356,000 for fiscal 2010 and 224,500 for fiscal 2009. All options were included for fiscal 2011.

6. INCOME TAXES

Income tax expense attributable to earnings consisted of the following components:


		Years ended April 30,
		2011			2010			2009
Current tax expense
Federal	$		(6,171)	$		41,632	$		31,771
State			1,871			4,794			5,475

			(4,300)			46,426			37,246
Deferred tax expense			60,914			18,194			16,144

Total income tax provision	$		56,614	$		64,620	$		53,390

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:
		As of April 30,
		2011			2010			2009
Deferred tax assets
Accrued liabilities	$		10,405	$		9,417	$		11,895
Deferred compensation			5,325			4,941			4,329
Other			5,562			3,759			2,849

Total gross deferred tax assets			21,292			18,117			19,073

Deferred tax liabilities
Excess of tax over book depreciation			(211,415)			(145,433)			(129,541)
Other			(2,550)			(4,496)			(3,173)

Total gross deferred tax liabilities			(213,965)			(149,929)			(132,714)

Net deferred tax liability	$		(192,673)	$		(131,812)	$		(113,641)

At April 30, 2011, the Company has net operating loss carryforwards for state income tax purposes of approximately $60,048, which are available to offset future taxable income. These net operating losses expire during the years 2017 through 2020.

There was no valuation allowance for deferred tax assets as of April 30, 2011 and 2010. There was no net change in the valuation allowance for the years ended April 30, 2011 and 2010. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment. A valuation allowance was established for a portion of the amount of net operating loss carryovers—state taxes as of April 30, 2007 due to the uncertainty of future recoverability.

Total reported tax expense applicable to the Company’s continuing operations varies from the tax that would have resulted from applying the statutory U.S. federal income tax rates to income before income taxes.


	Years ended April 30,
	2011	2010	2009
Income taxes at the statutory rates	35.0%	35.0%	35.0%
Federal tax credits	(1.2)	(0.8)	(1.1)
State income taxes, net of federal tax benefit	2.9	2.1	2.9
Other	0.7	(0.7)	1.6

	37.4%	35.6%	38.4%

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had a total of $6,148 and $5,482 in gross unrecognized tax benefits at April 30, 2011 and 2010, respectively. Of this amount, $4,013 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits were a net increase of $666 during the twelve months ended April 30, 2011 due primarily to the expiration of certain statute of limitations offset by a greater increase associated with state income tax filing positions. This had the effect of increasing the effective state tax rate during the fiscal year ending April 30, 2011. These unrecognized tax benefits predominately relate to risks associated with state income tax filing positions and federal tax credits claimed for the Company’s subsidiaries.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


		2011			2010
Beginning balance	$		5,482	$		6,621
Additions based on tax positions related to current year			1,982			1,430
Additions for tax positions of prior years			48			184
Reductions for tax positions of prior years			(192)			----------
Reductions due to lapse of applicable statute of limitations			(1,172)			(2,753)
Settlements			----------			----------

Ending balance	$		6,148	$		5,482

The total net amount of accrued interest and penalties for such unrecognized tax benefits was $250 at April 30, 2010 and is included in income taxes payable. Interest and penalties related to unrecognized tax benefits are classified as income tax expense in our consolidated statements of earnings and was $245 for the year ended April 30, 2011. Net interest and penalties included in income tax expense for the twelve month period ended April 30, 2011 was a decrease in tax expense of $5 and a decrease of $400 for the year ended April 30, 2010. At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $1,423 during the next twelve months mainly due to the expiration of certain statute of limitations. The federal statute of limitations remains open for the years 2006 and forward. Tax years 2005 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.

7. LEASES

The Company leases certain property and equipment used in its operations. Generally, the leases are for primary terms of from five to twenty years with options either to renew for additional periods or to purchase the premises and call for payment of property taxes, insurance, and maintenance by the lessee.

The following is an analysis of the leased property under capital leases by major classes:


		Asset balances at April 30,
		2011		2010
Real estate	$	11,933	$	11,244
Equipment		2,605		2,605

		14,538		13,849
Less accumulated amortization		3,918		4,552

	$	10,620	$	9,297

Future minimum payments under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at April 30, 2011:


Years ended April 30,		Capital leases		Operating leases
2012	$	1,273	$	667
2013		1,232		448
2014		1,227		400
2015		863		204
2016		687		132
Thereafter		13,281		613

Total minimum lease payments		18,563	$	2,464

Less amount representing interest		8,219

Present value of net minimum lease payments	$	10,344

The total rent expense under operating leases was $674 in 2011, $438 in 2010, and $596 in 2009.

8. BENEFIT PLANS

401(k) plan The Company provides employees with a defined contribution 401(k) plan. The 401(k) plan covers all employees who meet minimum age and service requirements. The Company contributions consist of matching amounts and are allocated based on employee contributions. Expense for the 401(k) plan was $3,049, $2,964, and $2,819 for the years ended April 30, 2011, 2010, and 2009, respectively.

On April 30, 2011, the Company had 9,013 full-time employees and 13,144 part-time employees; 2,978 were active participants in the 401(k) plan. As of that same date, 1,521,860 shares of common stock were held by the trustee of the 401(k) plan in trust for distribution to eligible participants upon death, disability, retirement, or termination of employment. Shares held by the 401(k) plan are treated as outstanding in the computation of earnings per common share.

Supplemental executive retirement plan The Company has a nonqualified supplemental executive retirement plan (SERP) for 2 of its executive officers, 1 of whom retired April 30, 2003 and the other on April 30, 2008. The SERP provides for the Company to pay annual retirement benefits, depending on retirement dates, up to 50% of base compensation until death of the officer. If death occurs within twenty years of retirement, the benefits become payable to the officer’s spouse until the spouse’s death or twenty years from the date of the officer’s retirement, whichever comes first. The Company has accrued the deferred compensation over the term of employment. The amounts accrued at April 30, 2011 and 2010, respectively, were $6,574 and $6,955. The discount rates used were 5.5% and 5.8%, respectively, at April 30, 2011 and 2010. The Company expects to pay $625 per year for each of the next five years. There was no expense incurred in fiscal 2011 or 2010. The amount expensed in fiscal 2009 was $488.

9. COMMITMENTS

The Company has entered into an employment agreement with its chief executive officer. The agreement provides that the officer will receive aggregate base compensation of not less than $660 per year exclusive of bonuses. The agreement also provides for certain payments in the case of death or disability of the officer. The Company also has entered into employment agreements with eleven other key employees, providing for certain payments in the event of termination following a change of control of the Company.

10. CONTINGENCIES

Environmental compliance The United States Environmental Protection Agency and several states have adopted laws and regulations relating to underground storage tanks used for petroleum products. Several states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs.

Management currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with existing regulations have been completed. The Company has an accrued liability at April 30, 2011 and 2010 of approximately $231 and $187, respectively, for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures.

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

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

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

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

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

Other At April 30, 2011, the Company was partially self-insured for workers’ compensation claims in all eleven states of its marketing territory and was also partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits equal to or exceeding approximately $1,000. To facilitate this agreement, letters of credit approximating $12,000 and $11,000 respectively, were issued and outstanding at April 30, 2011 and 2010, on the insurance company’s behalf. The Company also has investments of approximately $223 in escrow as required by one state for partial self-insurance of workers’ compensation claims. Additionally, the Company is self-insured for its portion of employee medical expenses. At April 30, 2011 and 2010, the Company had $22,129 and $20,713, respectively, in accrued expenses for estimated claims relating to self-insurance, the majority of which has been actuarially determined.

11. SUBSEQUENT EVENTS

Events that have occurred subsequent to April 30, 2011 have been evaluated through the filing date of this Annual Report on Form 10-K with the Securities and Exchange Commission.

On June 3, 2011, the Company announced that they signed a definitive purchase agreement to acquire 22 convenience stores from Kum & Go. The acquisition is subject to certain regulatory approvals and other customary closing conditions. The transaction is expected to close in July 2011.

12. QUARTERLY FINANCIAL DATA (Dollars in thousands) (Unaudited)


		Year ended April 30, 2011
Total revenue		Q1		Q2		Q3		Q4		Year Total
Gasoline	$		936,654		927,617		991,143		1,143,288		3,998,702
Grocery & other merchandise			317,206		308,900		276,075		293,432		1,195,613
Prepared food & fountain			102,382		107,183		100,189		105,486		415,240
Other			5,785		5,819		6,792		7,289		25,685

	$		1,362,027		1,349,519		1,374,199		1,549,495		5,635,240
Gross profit*
Gasoline	$		58,906		52,755		48,101		52,276		212,038
Grocery & other merchandise			104,025		101,655		85,385		94,185		385,250
Prepared food & fountain			65,270		67,161		62,266		63,454		258,151
Other			5,770		5,806		6,779		7,273		25,628

	$		233,971		227,377		202,531		217,188		881,067


Net earnings	$		37,286		21,692		12,875		22,770		94,623

Earnings per common share
Basic	$		.73		.51		.34		.60		2.24

Diluted	$		.73		.51		.34		.60		2.22


		Year ended April 30, 2010
Total revenue		Q1		Q2		Q3		Q4		Year Total
Gasoline	$		790,629		779,120		780,793		826,948		3,177,490
Grocery & other merchandise			297,395		276,135		242,544		257,434		1,073,508
Prepared food & fountain			95,177		94,860		86,004		89,752		365,793
Other			4,739		4,849		5,036		5,672		20,296

	$		1,187,940		1,154,964		1,114,377		1,179,806		4,637,087
Gross profit*
Gasoline	$		52,726		46,146		38,304		41,000		178,176
Grocery & other merchandise			101,980		94,121		79,255		85,076		360,432
Prepared food & fountain			60,697		61,261		54,018		57,531		233,507
Other			4,722		4,836		5,023		5,656		20,237

	$		220,125		206,364		176,600		189,263		792,352


Net earnings	$		44,193		33,592		17,242		21,935		116,962

Earnings per common share
Basic	$		0.87		0.66		0.34		0.43		2.30

Diluted	$		0.87		0.66		0.34		0.43		2.29

*Gross profit is given before charge for depreciation and amortization and credit card fees.

Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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