Casey's (CASY) 10-K risk factor changes: FY2012 vs FY2011

Over the past three fiscal years, on average our gasoline revenues accounted for approximately [removed: 70%] [added: 71%] of total revenue and our gasoline gross profit accounted for approximately 23% of total gross profit.

Total credit card fees paid in fiscal [removed: 2011] [added: 2012] were approximately [removed: $65] [added: $80] million.

Governmental action and campaigns to discourage smoking may have a material adverse effect on our revenues and gross [removed: profit.][added: profit.]

Future consumer or other litigation could adversely affect our financial condition and results of [removed: operations.][added: operations.]

General economic conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of [removed: operations.][added: operations.]

From May 1, [removed: 2010] [added: 2011] through April 30, [removed: 2011] [added: 2012] we acquired [removed: 89] [added: 35] convenience stores.

The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose to us potentially significant losses, costs or [removed: liabilities.][added: liabilities.]

Our operations are subject to significant hazards and risks [added: inherent in transporting and storing motor fuel.]

We may incur costs or liabilities as a result of litigation or adverse publicity resulting from concerns over food quality, health or other issues that could cause customers to avoid our convenience [removed: stores.][added: stores.]

Because we depend on our senior management’s experience and knowledge of our industry, we could be adversely affected were we to lose key members of our senior management [removed: team.][added: team.]

We rely on our information technology systems to manage numerous aspects of our business, and a disruption of these systems could adversely affect our [removed: business.][added: business.]

##### [Table of Contents](#toc)

Our inability to anticipate and respond to market trends and changes in consumer preferences could adversely affect our financial results.

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer tastes, their attitudes toward our industry and brands, as well as to where and how consumers shop for those products.

We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, achieve a favorable mix of products, and refine our approach as to how and where we market and sell our products.

While we devote considerable effort and resources to shape, analyze and respond to consumer preferences, we recognize that consumer tastes cannot be predicted with certainty and can change rapidly.

The issue is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions are shared.

If we are unable to anticipate and respond to sudden challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, it could have a material adverse effect on our business, financial condition and results of operations.

inherent in transporting and storing motor fuel.

The Company operates convenience stores under the name “Casey’s General Store” [removed: and “Just Diesel”] in eleven Midwestern states, primarily Iowa, Missouri and Illinois.

On April 30, [removed: 2011,] [added: 2012,] there were a total of [removed: 1,637] [added: 1,699] stores in operation.

Approximately [removed: 60%] [added: 59%] of all Casey’s General Stores are located in areas with populations of fewer than 5,000 persons, while approximately [removed: 15%] [added: 16%] of all stores are located in communities with populations exceeding 20,000 persons.

At April 30, [removed: 2011,] [added: 2012,] the Company owned the land at [removed: 1,619] [added: 1,678] store locations and the buildings at [removed: 1,627] [added: 1,685] locations, and leased the land at [removed: 18] [added: 21] locations and the buildings at [removed: 10] [added: 14] locations.

During the fourth quarter of fiscal [removed: 2011,] [added: 2012,] the Company earned [removed: $0.60] [added: $0.61] in [added: basic] earnings per share compared to [removed: $0.43] [added: $0.60] per share for the same quarter a year ago.

Fiscal [removed: 2011] [added: 2012] basic earnings per share were [removed: $2.24] [added: $3.07] versus [removed: $2.30] [added: $2.24] for the prior year.

The [added: fiscal 2011] year-end results include approximately $27.4 million in [removed: expenses] [added: costs] pertaining to the Company’s recapitalization plan completed in the second quarter [added: of fiscal 2011] as well as the unsolicited hostile offer and related actions by Alimentation Couche-Tard Inc. [removed: Without those expenses, year-to-date] [added: The post tax impact on] earnings [removed: would have been $2.65 per share.][added: was $17,591 using the 35.8% income tax rate which was the effective rate on those expenses after assessing their deductibility for income tax purposes within the subsidiary that the activity occurred in.]

During the [removed: 2011] [added: 2012] fiscal year, we acquired [removed: 89] [added: 35] convenience stores from other parties and completed [removed: 20] [added: 30] new store constructions.

The fourth quarter results reflected a [removed: 1.9% decrease] [added: 2.5% increase] in same-store gasoline gallons sold, with an average margin of approximately [removed: 15.6] [added: 13.7] cents per gallon.

For the fiscal year, same-store gallons [removed: increased 1.6%] [added: decreased 1.5%] with an average margin of [removed: 15.2] [added: 15.3] cents per gallon.

Same store sales of grocery and other merchandise increased [removed: 4.8%] [added: 8.5%] and prepared foods and fountain increased [removed: 11.8%] [added: 16.8%] during the fourth quarter of fiscal [removed: 2011.][added: 2012.]

Inside sales increased 11.9% to $1,610,853, primarily due to increases in the cigarette and fountain [removed: categories] [added: sub-categories] and a greater number of stores in operation.

Fiscal [removed: 2010] [added: 2012] Compared with Fiscal [removed: 2009][added: 2011]

[removed: That result was partially offset by] [added: Total revenue for fiscal 2012 increased 24% to $6,987,804, primarily due to a 20.3% increase in average gas prices,] an increase in the number of gallons [removed: sold] [added: sold,] and an increase in same-store inside sales (grocery & other merchandise and prepared food & fountain).

Retail gasoline sales for the fiscal year were [removed: $3,177,490, a decrease] [added: $5,092,311, an increase] of [removed: 4.4%,] [added: 27.3%,] and gallons sold increased [removed: 3.3%] [added: 5.9%] to [removed: 1,283,479.][added: 1,476,154.]

Total gross profit margin was [removed: 17.1%] [added: 14.4%] for fiscal [removed: 2010] [added: 2012] compared with [removed: 15.4%] [added: 15.6%] for the prior year.

The prepared food & fountain margin [removed: increased] [added: decreased] to [removed: 63.8%] [added: 60.7%] from [removed: 61.4%] [added: 62.2%] primarily due to the [removed: lower cost of cheese] [added: higher commodity costs] during fiscal [removed: 2010.][added: 2012.]

[removed: Lower] [added: Higher] retail gasoline prices resulted in [removed: lower] [added: higher] sales, which [removed: increased] [added: decreased] the operating expense ratio to [removed: 11.3%] [added: 9.9%] of total revenue in fiscal [removed: 2010] [added: 2012] from 10.8% in the prior year.

[removed: Lower] [added: Higher] retail gasoline prices also [removed: helped reduce] [added: increased] our transportation costs and credit card fees during the [removed: first half of the] year.

The increase was due to capital expenditures made in fiscal [removed: 2010.][added: 2012.]

The effective tax rate decreased [removed: 280] [added: 100] basis points to [removed: 35.6%] [added: 36.4%] in fiscal [removed: 2010] [added: 2012] from [removed: 38.4%] [added: 37.4%] in fiscal [removed: 2009.][added: 2011.]

COMPANY TOTAL REVENUE AND GROSS PROFIT [added: BY CATEGORY]

| | | | | [removed: 2011] [added: 2012] | | | | | | [removed: 2010] [added: 2011] | | | | | | [removed: 2009] [added: 2010] | | |

| Total revenue [added: by category] | | | | | | | | | | | | | | | | | | |

| Gasoline | | $ | | | [removed: 3,998,702] [added: 5,092,311] | | | [removed: $] [added: $] | | | [removed: 3,177,490] [added: 3,998,702] | | | [removed: $] [added: $] | | | [removed: 3,323,616] [added: 3,177,490] | |

| Grocery & other merchandise | | | | | [removed: 1,195,613] [added: 1,364,995] | | | | | | [removed: 1,073,508] [added: 1,195,613] | | | | | | [removed: 1,010,474] [added: 1,073,508] | |

| Prepared food & fountain | | | | | [removed: 415,240] [added: 499,712] | | | | | | [removed: 365,793] [added: 415,240] | | | | | | [removed: 335,686] [added: 365,793] | |

| Other | | | | | [removed: 25,685] [added: 30,786] | | | | | | [removed: 20,296] [added: 25,685] | | | | | | [removed: 20,749] [added: 20,296] | |

| | | $ | | | [removed: 5,635,240] [added: 6,987,804] | | | [removed: $] [added: $] | | | [removed: 4,637,087] [added: 5,635,240] | | | [removed: $] [added: $] | | | [removed: 4,690,525] [added: 4,637,087] | |

| Gross profit [added: by category] (1) | | | | | | | | | | | | | | | | | | |

| Gasoline | | $ | | | [removed: 212,038] [added: 226,559] | | | [removed: $] [added: $] | | | [removed: 178,176] [added: 212,038] | | | [removed: $] [added: $] | | | [removed: 159,851] [added: 178,176] | |

| Grocery & other merchandise | | | | | [removed: 385,250] [added: 443,245] | | | | | | [removed: 360,432] [added: 385,250] | | | | | | [removed: 340,044] [added: 360,432] | |

| Prepared food & fountain | | | | | [removed: 258,151] [added: 303,159] | | | | | | [removed: 233,507] [added: 258,151] | | | | | | [removed: 205,997] [added: 233,507] | |

| Other | | | | | [removed: 25,628] [added: 30,727] | | | | | | [removed: 20,237] [added: 25,628] | | | | | | [removed: 17,714] [added: 20,237] | |

| | | $ | | | [removed: 881,067] [added: 1,003,690] | | | [removed: $] [added: $] | | | [removed: 792,352] [added: 881,067] | | | [removed: $] [added: $] | | | [removed: 723,606] [added: 792,352] | |

[removed: |] INDIVIDUAL STORE COMPARISONS (2) [removed: | | | | | | | | | | | | | | | | | | |]

| Average retail sales | | $ | | | [removed: 3,400] [added: 4,117] | | | [removed: $] [added: $] | | | [removed: 3,070] [added: 3,497] | | | [removed: $] [added: $] | | | [removed: 3,228] [added: 3,070] | |

| Average retail inside sales | | | | | [removed: 1,015] [added: 1,117] | | | | | | [removed: 958] [added: 1,015] | | | | | | [removed: 928] [added: 958] | |

| Average gross profit on inside items | | | | | [removed: 404] [added: 448] | | | | | | [removed: 389] [added: 404] | | | | | | [removed: 373] [added: 389] | |

| Average retail sales of gasoline | | | | | [removed: 2,482] [added: 3,000] | | | | | | [removed: 2,112] [added: 2,482] | | | | | | [removed: 2,301] [added: 2,112] | |

Without those costs, year-to-date earnings would have been $2.65 per share last year using a weighted average share count of 42,284,664.

We made this non-GAAP calculation to assist investors in comparing the financial performance of the Company without the non-operational costs associated with the unsolicited hostile offer.

In addition to this activity, the Company also replaced 10 stores and closed 3 stores during the year.

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:

| | • | | We are pursuing LEED certification for the current new store design, and we expect we will obtain this in fiscal 2013. |

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

| | • | | 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. |

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

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

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

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

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

| | • | | 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. |

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

Inside sales increased 15.8% to $1,864,707, primarily due to the major remodels, the 24-hour conversions, the expansion of our pizza delivery program, and a greater number of stores in operation.

The gas margin decreased to 4.4% in fiscal 2012 from 5.3% in fiscal 2011 primarily due to the increase in the retail price per gallon of gasoline sold.

The grocery & other merchandise margin increased slightly to 32.5% in fiscal 2012 from 32.2% in fiscal 2011.

Operating expenses increased 13.3% in fiscal 2012.

After adjusting for the $16 million in expenses associated with the unsolicited hostile offer by Couche-Tard in the prior year, expenses increased 16.4% primarily due to the major remodels, the 24-hour conversions, the expansion of our pizza delivery program and a greater number of stores in operation.

Depreciation and amortization expense increased 17.2% to $96,552 in fiscal 2012 from $82,355 in fiscal 2011.

The decrease in the effective tax rate was primarily due to higher federal tax credits for the current year.

However, this result was partially offset by a higher taxable income.

Net earnings increased to $116,791 in fiscal 2012 from $94,623 in fiscal 2011.

The increase was due primarily to the $17,591 post-tax impact on fiscal 2011 net earnings pertaining to the Company’s recapitalization plan as well as the unsolicited hostile offer and related actions by Alimentation Couche-Tard, Inc., an increase in same store inside sales, the increase in the number of gasoline gallons sold, the 24-hour conversions, the major remodels, the expansion of our pizza delivery program, and a greater number of stores in operation from the prior year.

However, this was partially offset by an increase in the operating expenses and a decrease in the average margin on prepared food & fountain sales.

| | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | |

| | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | | | 1,003,690 | |

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

| | | | | 2012 | | | | | | 2011 | | | | | | 2010 | | |

SAME STORE SALES GROWTH BY CATEGORY

| | | | | | | |

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

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

| | | 201 | | 2011 | | 2010 |

| Gasoline gallons | | \-1.5% | | 1.6% | | \-0.1% |

| Grocery & other merchandise | | 6.7 | | 4.6 | | 3.3 |

| Prepared food & fountain | | 14.3% | | 7.7 | | 4.2 |

The fiscal 2010 fourth quarter results include $6,862 in legal and advisory fees related to the evaluation of and responses to the unsolicited offer and related actions by Alimentation Couche-Tard.

Without the effect of those fees, earnings would have been approximately $0.51 for the fourth quarter of fiscal 2010.

The Company also replaced 15 stores and completed 120 major remodels incorporating the new store design that includes a larger coffee and fountain offering, made-to-order sub sandwich program, and expanded cooler capacity.

The relatively weak U.S. economy, coupled with increased unemployment and higher retail gasoline prices, have generally had an adverse impact on consumer disposable income in the Midwest.

These conditions have not materially lowered the over-all demand for gasoline and the merchandise sold in our stores, but we expect to continue facing a challenging operating environment in the coming months.

Total revenue for fiscal 2010 decreased 1.1% to $4,637,087, primarily due to a 7.5% decrease in average gas prices.

Inside sales increased 6.9% to $1,439,301, primarily due to increases in the cigarette and fountain categories and a greater number of stores in operation.

The gas margin increased to 5.6% in fiscal 2010 from 4.8% in fiscal 2009.

The grocery & other merchandise margin decreased to 33.6% in fiscal 2010 from 33.7% in fiscal 2009.

Operating expenses increased 4.3% in fiscal 2010 primarily due to a $6,862 pre-tax charge related to the evaluation of the unsolicited offer and related actions by Alimentation Couche-Tard.

The Company also received a $1,543 rebate of contractual amounts of credit card transaction fees which should have been recorded in prior periods.

When the impact of those two items, as well as the impact from the $9,100 legal settlement and $2,553 flood loss from fiscal 2009 are excluded, operating expenses would have increased 5.7% for the year.

Depreciation and amortization expense increased 5.9% to $73,546 in fiscal 2010 from $69,451 in fiscal 2009.

The decrease in the effective tax rate was primarily due to a tax benefit resulting from a change in an uncertain tax position relating to a refund of tax credits.

Net earnings increased to $116,962 in fiscal 2010 from $85,690 in fiscal 2009.

The increase was due primarily to an increase in same-store sales from the prior year, an increase in the average margin on prepared food & fountain sales, and an increase in the gross profit margin per gallon of gasoline sold.

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

Accounts payable increased primarily due to the higher cost per gallon of gasoline.

This result was partially offset by large increases in income taxes receivable and inventories.

This impact was partially offset by the repurchase of 13,157,894 shares of Common Stock and an increase in the repayments of long-term debt.

On August 9, 2010, the Company issued $569,000 of aggregate principal amount of 5.22% senior notes to finance its “Dutch Auction” tender offer, to prepay the 1995 and 1999 senior notes, and to pay the fees and expenses associated with the tender offer and the financing.

The Company purchased an aggregate of 13,157,894 shares of Common Stock at a purchase price of $38.00 per share, for a total cost of approximately $500,000 excluding fees and expenses.

| Senior notes | | $ | | | 976,778 | | | | 35,422 | | | | 94,914 | | | | 82,769 | | | | 763,673 | |

| Capital lease obligations | | | | | 18,563 | | | | 1,273 | | | | 2,459 | | | | 1,550 | | | | 13,281 | |

| Operating lease obligations | | | | | 2,464 | | | | 667 | | | | 848 | | | | 336 | | | | 613 | |

| Total | | $ | | | 1,018,328 | | | | 37,856 | | | | 98,244 | | | | 84,655 | | | | 777,567 | |

Two states have an examination in progress.

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

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2011] [added: 2012] would have no material effect on pretax earnings.

No such derivative instruments were used during fiscal year [added: 2012,] 2011, [removed: 2010,] or [removed: 2009.][added: 2010.]

Consequently, we seek to

##### [Table of Contents](#toc)

Casey’s General Stores, Inc. and its wholly owned subsidiaries (the Company/Casey’s/we) operate convenience stores under the name “Casey’s General [removed: Store”, “HandiMart” and “Just Diesel”] [added: Store”] in 11 Midwestern states, primarily Iowa, Missouri, and Illinois.

On April 30, [removed: 2011,] [added: 2012,] there were a total of [removed: 1,637] [added: 1,699] stores in operation.

There were [removed: 20] [added: 30] stores newly constructed and [removed: 89] [added: 35] acquired stores opened in fiscal [removed: 2011,] [added: 2012,] and [removed: two] [added: 3] stores were closed in fiscal [removed: 2011.][added: 2012.]

Approximately [removed: 60%] [added: 59%] of all our stores are located in areas with populations of fewer than 5,000 persons, while approximately [removed: 15%] [added: 16%] of our stores are located in communities with populations exceeding 20,000 persons.

As of April 30, [removed: 2011,] [added: 2012,] the Company was selling donuts prepared on store premises in approximately 98% of our stores in addition to cookies, brownies, and Danish rolls.

We began marketing made-from-scratch pizza in 1984, and it is available in [removed: 1,599] [added: 1,654] stores [removed: (98%)] [added: (97%)] as of April 30, [removed: 2011.][added: 2012.]

In the last three fiscal years, retail sales of nongasoline items have generated about 29% of our total revenue, but they have resulted in approximately 74% of our [removed: retail] gross profits.

Gross profit margins on prepared food items averaged approximately 62% during the [removed: same thirty-six months—substantially] [added: three fiscal years ended April 30, 2012—substantially] higher than the gross profit margin on retail sales of gasoline, which averaged approximately 5%.

[removed: Most] [added: A majority of] store locations are open from 6:00 a.m.

Approximately [removed: 71%] [added: 73%] of Casey’s total revenue for the year ended April 30, [removed: 2011] [added: 2012] was derived from the retail sale of gasoline.

The following table summarizes gasoline sales for the three fiscal years ended April 30, [removed: 2011:][added: 2012:]

| | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Number of gallons sold | | | [removed: 1,394,456,573] [added: 1,476,153,594] | | | | [removed: 1,283,479,481] [added: 1,394,456,573] | | | | [removed: 1,242,269,981] [added: 1,283,479,481] | |

| Total retail gasoline sales | | | [removed: $3,998,702,258] [added: $5,092,310,886] | | | | [removed: $3,177,489,872] [added: $3,998,702,258] | | | | [removed: $3,323,616,288] [added: $3,177,489,872] | |

| Percentage of total revenue | | | [removed: 71.0%] [added: 72.9%] | | | | [removed: 68.5%] [added: 71.0%] | | | | [removed: 70.9%] [added: 68.5%] | |

| Gross profit percentage (excluding credit card fees) | | | [removed: 5.3%] [added: 4.4%] | | | | [removed: 5.6%] [added: 5.3%] | | | | [removed: 4.8%] [added: 5.6%] | |

| Average retail price per gallon | | | [removed: $2.87] [added: $3.45] | | | | [removed: $2.48] [added: $2.87] | | | | [removed: $2.68] [added: $2.48] | |

| Average gross profit margin per gallon (excluding credit card fees) | | | [removed: 15.21¢] [added: 15.35¢] | | | | [removed: 13.88¢] [added: 15.21¢] | | | | [removed: 12.87¢] [added: 13.88¢] | |

| Average number of gallons sold per store* | | | [removed: 868,790] [added: 870,195] | | | | [removed: 853,725] [added: 868,790] | | | | [removed: 859,114] [added: 853,725] | |

Retail prices of gasoline increased during the year ended April 30, [removed: 2011.][added: 2012.]

In fiscal [removed: 2011,] [added: 2012,] we purchased directly from manufacturers a majority of the food and nonfood items sold from our distribution center.

On April 30, [removed: 2011,] [added: 2012,] we had [removed: 9,013] [added: 10,116] full-time employees and [removed: 13,144] [added: 14,610] part-time employees.

We currently have [removed: 3,789] [added: 3,995] USTs, [removed: 3,011] [added: 3,164] of which are fiberglass and [removed: 778] [added: 831] are steel, and we believe that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with the existing UST regulations have been completed.

In the years ended April 30, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] we spent approximately [removed: $648,000] [added: $1,150,000] and [removed: $1,083,000,] [added: $648,000,] respectively, for assessments and remediation.

As of April 30, [removed: 2011,] [added: 2012,] approximately [removed: $13,811,000] [added: $14,567,000] has been received from such programs since inception.

At April 30, [removed: 2011,] [added: 2012,] we had an accrued liability of approximately [removed: $231,000] [added: $380,000] for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs.

We also currently operate 352 stores on a 24-hour basis.

Other Information

As previously reported, during the first three quarters of fiscal 2011, the Company incurred a total of $15.8 million in legal and advisory fees related to the evaluation of and responses to the unsolicited tender offer and related actions by Alimentation Couche-Tard, Inc. and proposal from 7-Eleven, Inc. During the second quarter of fiscal 2011, the Company issued its 5.22% Senior Notes due August 9, 2020, and incurred $11.3 million in prepayment expense associated with the redemption of the 1995 and 1999 Senior Notes.

For the Fiscal Year Ended April 30, [removed: 2011][added: 2012]

As of October [removed: 29, 2010,] [added: 31, 2011,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $1,506,049,881] [added: $1,806,907,000] based on the closing sales price [removed: ($41.46] [added: ($49.55] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June 22, [removed: 2011] [added: 2012] | | |

| Common Stock, no par value per share | | [removed: 38,033,709] [added: 38,156,309] shares | | |

The information called for by Item 5 of Part II and Items 10, 11, 12, 13 and 15 of Part III is hereby incorporated by reference from the definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April 30, [removed: 2011.][added: 2012.]

| PART I | | ITEM 1. | | [removed: [Business](#tx203301_1)] [added: [Business](#toc372825_1)] | | | 3 | |

| | | ITEM 1A. | | [Risk [removed: Factors](#tx203301_2)] [added: Factors](#toc372825_2)] | | | 8 | |

| | | ITEM 1B. | | [Unresolved Staff [removed: Comments](#tx203301_3)] [added: Comments](#toc372825_3)] | | | [removed: 13] [added: 14] | |

| | | ITEM 2. | | [removed: [Properties](#tx203301_4)] [added: [Properties](#toc372825_4)] | | | 14 | |

| | | ITEM 3. | | [Legal [removed: Proceedings](#tx203301_5)] [added: Proceedings](#toc372825_5)] | | | 15 | |

| PART II | | ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#tx203301_6)] [added: Securities](#toc372825_6)] | | | 15 | |

| | | ITEM 6. | | [Selected Financial [removed: Data](#tx203301_7)] [added: Data](#toc372825_7)] | | | 17 | |

| | | ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx203301_8)] [added: Operations](#toc372825_8)] | | | 18 | |

| | | ITEM 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx203301_9)] [added: Risk](#toc372825_9)] | | | [removed: 25] [added: 28] | |

| | | ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#tx203301_10)] [added: Data](#toc372825_10)] | | | [removed: 27] [added: 29] | |

| | | ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx203301_11)] [added: Disclosure](#toc372825_11)] | | | [removed: 49] [added: 51] | |

| | | ITEM 9A. | | [Controls and [removed: Procedures](#tx203301_12)] [added: Procedures](#toc372825_12)] | | | [removed: 49] [added: 51] | |

| | | ITEM 9B. | | [Other [removed: Information](#tx203301_13)] [added: Information](#toc372825_13)] | | | [removed: 49] [added: 51] | |

| PART III | | ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx203301_14)] [added: Governance](#toc372825_14)] | | | [removed: 50] [added: 52] | |

| | | ITEM 11. | | [Executive [removed: Compensation](#tx203301_15)] [added: Compensation](#toc372825_15)] | | | [removed: 50] [added: 52] | |

| | | ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx203301_16)] [added: Matters](#toc372825_16)] | | | [removed: 50] [added: 52] | |

| | | ITEM 13. | | [Certain Relationships and Related Transactions and Director [removed: Independence](#tx203301_17)] [added: Independence](#toc372825_17)] | | | [removed: 50] [added: 52] | |

| | | ITEM 14. | | [Principal Accountant Fees and [removed: Services](#tx203301_18)] [added: Services](#toc372825_18)] | | | [removed: 50] [added: 52] | |

| PART IV | | ITEM 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx203301_19)] [added: Schedules](#toc372825_19)] | | | [removed: 51] [added: 53] | |

10-K 1 d372825d10k.htm FORM 10-K

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10-K 1 d10k.htm FORM 10-K

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##### [Table of Contents](#toc)

On April 30, [removed: 2011,] [added: 2012,] we also owned the land at [removed: 1,619] [added: 1,678] store locations and the buildings at [removed: 1,627] [added: 1,685] locations and leased the land at [removed: 18] [added: 21] locations and the buildings at [removed: 10] [added: 14] locations.

The [removed: 37,966,709] [added: 38,140,309] shares of common stock outstanding at April 30, [removed: 2011] [added: 2012] had a market value of approximately [removed: $1.5] [added: $2.1] billion.

On that date there were [removed: 1,948] [added: 1,923] shareholders of record.

| Calendar [removed: 2009 | |] [added: 2010] | | High | | [removed: | |] Low | | Calendar [removed: 2010 | |] [added: 2011] | | High | | [removed: | |] Low | | Calendar [removed: 2011 | |] [added: 2012] | | High | | [removed: | |] Low |

| Q1 | | $ [removed: | | 28.06] [added: 32.38] | | $ [removed: | | 18.32] [added: 29.03] | | Q1 | | $ [removed: | | 32.38] [added: 43.62] | | $ [removed: | | 29.03] [added: 35.39] | | Q1 | | $ [removed: | | 43.62] [added: 56.44] | | $ [removed: | | 35.39] [added: 49.52] |

We began paying cash dividends during fiscal 1991.The dividends paid in fiscal [removed: 2011] [added: 2012] totaled [removed: $0.505] [added: $0.60] per share.

The dividends paid in fiscal [removed: 2010] [added: 2011] totaled [removed: $0.34] [added: $0.505] per share.

On June [removed: 10, 2011,] [added: 8, 2012,] the Board of Directors declared a quarterly dividend of [removed: $0.15] [added: $0.165] payable August 15, [removed: 2011] [added: 2012] to shareholders of record on August 1, [removed: 2011.][added: 2012.]

The cash dividends declared during the calendar years [removed: 2009-11] [added: 2010-12] were as follows:

| Calendar [removed: 2009] [added: 2010] | | | | Cash dividend declared | | Calendar [removed: 2010] [added: 2011] | | | | Cash dividend declared | | Calendar [removed: 2011] [added: 2012] | | | | Cash dividend declared |

| Q1 | | $ | | [removed: 0.075] [added: 0.085] | | Q1 | | $ | | [removed: 0.085] [added: 0.135] | | Q1 | | $ | | [removed: 0.135] [added: 0.15] |

| Q2 | | | | [removed: 0.085] [added: 0.10] | | Q2 | | | | [removed: 0.10] [added: 0.15] | | Q2 | | | | [removed: 0.15] [added: 0.165] |

| Q2 | | $ 39.56 | | 30.24 | | Q2 | | $ 45.75 | | $ 38.01 | | | | | | |

| Q3 | | $ 44.68 | | 34.85 | | Q3 | | $ 47.91 | | $ 39.50 | | | | | | |

| Q4 | | $ 43.21 | | 38.25 | | Q4 | | $ 54.22 | | $ 42.41 | | | | | | |

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

| Q3 | | | | 0.135 | | Q3 | | | | 0.15 | | | | | | |

| Q4 | | | | 0.135 | | Q4 | | | | 0.15 | | | | | | |

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

| | | | | 0.455 | | | | | | 0.585 | | | | | | |

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

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

| Q2 | | | | 28.43 | | | | 23.58 | | Q2 | | $ | | 39.56 | | | | 30.24 | | | | | | | | | | |

| Q3 | | | | 31.70 | | | | 24.47 | | Q3 | | $ | | 44.68 | | | | 34.85 | | | | | | | | | | |

| Q4 | | | | 33.06 | | | | 29.10 | | Q4 | | $ | | 43.21 | | | | 38.25 | | | | | | | | | | |

| Q3 | | | | 0.085 | | Q3 | | | | 0.135 | | | | | | |

| Q4 | | | | 0.085 | | Q4 | | | | 0.135 | | | | | | |

| | | | | 0.33 | | | | | | 0.455 | | | | | | |

| | | | | [removed: 2011] [added: 2012] | | | | | | [removed: 2010] [added: 2011] | | | | | | [removed: 2009] [added: 2010] | | | | | | [removed: 2008] [added: 2009] | | | | | | [removed: 2007] [added: 2008] | | |

| Total revenue | | $ | | | [removed: 5,635,240] [added: 6,987,804] | | | $ | | | [removed: 4,637,087] [added: 5,635,240] | | | $ | | [added: 4,637,087] | [removed: 4,690,525] | [added: $] | | [removed: $] | | | [removed: 4,843,259] [added: 4,690,525] | | | $ | | | [removed: 4,047,062] [added: 4,843,259] | |

| Cost of goods sold | | | | | [removed: 4,754,173] [added: 5,984,114] | | | | | | [removed: 3,844,735] [added: 4,754,173] | | | | | [added: 3,844,735] | [removed: 3,966,919] | | | | | | [removed: 4,155,493] [added: 3,966,919] | | | | | | [removed: 3,461,613] [added: 4,155,493] | |

| Gross profit | | | | | [removed: 881,067] [added: 1,003,690] | | | | | | [removed: 792,352] [added: 881,067] | | | | | [added: 792,352] | [removed: 723,606] | | | | | | [removed: 687,766] [added: 723,606] | | | | | | [removed: 585,449] [added: 687,766] | |

| Operating expenses | | | | | [removed: 607,628] [added: 688,431] | | | | | | [removed: 526,291] [added: 607,628] | | | | | [added: 526,291] | [removed: 504,449] | | | | | | [removed: 476,211] [added: 504,449] | | | | | | [removed: 414,904] [added: 476,211] | |

| Depreciation and amortization | | | | | [removed: 82,355] [added: 96,552] | | | | | | [removed: 73,546] [added: 82,355] | | | | | [added: 73,546] | [removed: 69,451] | | | | | | [removed: 67,893] [added: 69,451] | | | | | | [removed: 64,320] [added: 67,893] | |

| Interest, net | | | | | [removed: 28,497] [added: 35,192] | | | | | | [removed: 10,933] [added: 28,497] | | | | | [added: 10,933] | [removed: 10,626] | | | | | | [removed: 9,792] [added: 10,626] | | | | | | [removed: 11,184] [added: 9,792] | |

| Loss on early retirement of debt | | | | | [removed: 11,350 |] [added: \--------] | | | | | [removed: \--------] | [added: 11,350] | | | | | \-------- | | | | | | [added: |] \-------- | | | | | | \-------- | |

| Earnings before income taxes | | | | | [removed: 151,237] [added: 183,515] | | | | | | [removed: 181,582] [added: 151,237] | | | | | [added: 181,582] | [removed: 139,080] | | | | | | [removed: 133,870] [added: 139,080] | | | | | | [removed: 95,041] [added: 133,870] | |

| Federal and state income taxes | | | | | [removed: 56,614] [added: 66,724] | | | | | | [removed: 64,620] [added: 56,614] | | | | | [added: 64,620] | [removed: 53,390] | | | | | | [removed: 48,979] [added: 53,390] | | | | | | [removed: 33,150] [added: 48,979] | |

| Net earnings | | $ | | | [removed: 94,623] [added: 116,791] | | | $ | | | [removed: 116,962] [added: 94,623] | | | $ | | [added: 116,962] | [removed: 85,690] | [added: $] | | [removed: $] | | | [removed: 84,891] [added: 85,690] | | | $ | | | [removed: 61,891] [added: 84,891] | |

| Basic earnings per common share | | $ | | | [removed: 2.24] [added: 3.07] | | | $ | | | [removed: 2.30] [added: 2.24] | | | $ | | [added: 2.30] | [removed: 1.69] | [added: $] | | [removed: $] | | | [removed: 1.68] [added: 1.69] | | | $ | | | [removed: 1.23] [added: 1.68] | |

| Diluted earnings per common share | | $ | | | [removed: 2.22] [added: 3.04] | | | $ | | | [removed: 2.29] [added: 2.22] | | | $ | | [added: 2.29] | [removed: 1.68] | [added: $] | | [removed: $] | | | [removed: 1.67] [added: 1.68] | | | $ | | | [removed: 1.22] [added: 1.67] | |

| Weighted average number of common shares outstanding—basic | | | | | [removed: 42,285] [added: 38,068] | | | | | | [removed: 50,899] [added: 42,285] | | | | | [added: 50,899] | [removed: 50,787] | | | | | | [removed: 50,681] [added: 50,787] | | | | | | [removed: 50,468] [added: 50,681] | |

| Weighted average number of common shares outstanding—diluted | | | | | [removed: 42,567] [added: 38,392] | | | | | | [removed: 51,053] [added: 42,567] | | | | | [added: 51,053] | [removed: 50,917] | | | | | | [removed: 50,859] [added: 50,917] | | | | | | [removed: 50,668] [added: 50,859] | |

| Dividends paid per common share | | $ | | | [removed: 0.505] [added: 0.60] | | | $ | | | [removed: 0.34] [added: 0.505] | | | $ | | [added: 0.34] | [removed: 0.30] | [added: $] | | [removed: $] | | | [removed: 0.26] [added: 0.30] | | | $ | | | [removed: 0.20] [added: 0.26] | |

[removed: |] Balance Sheet Data [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Current assets | | $ | | | [removed: 293,887] [added: 279,278] | | | [removed: $] [added: $] | | | [removed: 310,085] [added: 293,887] | | | [removed: $] [added: $] | | | [removed: 284,727] [added: 310,085] | | | $ | | | [removed: 313,256] [added: 284,727] | | | $ | | | [removed: 240,619] [added: 313,256] | |

| Total assets | | | | | [removed: 1,610,955] [added: 1,774,815] | | | | | | [removed: 1,388,775] [added: 1,610,955] | | | | | | [removed: 1,262,695] [added: 1,388,775] | | | | | | [removed: 1,219,200] [added: 1,262,695] | | | | | | [removed: 1,129,271] [added: 1,219,200] | |

| Current liabilities | | | | | [removed: 294,500] [added: 306,641] | | | | | | [removed: 240,886] [added: 294,500] | | | | | | [removed: 221,243] [added: 240,886] | | | | | | [removed: 259,099] [added: 221,243] | | | | | | [removed: 234,267] [added: 259,099] | |

| Long-term debt, net of current maturities | | | | | [removed: 678,680] [added: 667,930] | | | | | | [removed: 154,754] [added: 678,680] | | | | | | [removed: 167,887] [added: 154,754] | | | | | | [removed: 181,443] [added: 167,887] | | | | | | [removed: 199,504] [added: 181,443] | |

| Shareholders’ equity | | | | | [removed: 403,896] [added: 506,041] | | | | | | [removed: 824,319] [added: 403,896] | | | | | | [removed: 721,030] [added: 824,319] | | | | | | [removed: 647,472] [added: 721,030] | | | | | | [removed: 572,264] [added: 647,472] | |

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

| | | | | 2012 | | | | | | 2011 | | | | | | 2010 | | | | | | 2009 | | | | | | 2008 | | |

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

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] 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, [removed: 2011.][added: 2012.]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2011,] [added: 2012,] 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, [removed: appearing under] [added: included in] the accompanying Item 9A (Controls and Procedures).

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, [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, [removed: 2011,] [added: 2012,] 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, [removed: 2011,] [added: 2012,] based on criteria established in _Internal Control—Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

| | | | | April 30, | | | | | | | [added: | |]

| [removed: Assets] | | | | [removed: 2011] [added: 2012] | | | | | | [added: 2011 | | | | | |] 2010 | [added: | |]

| Current assets | | | | | | | | | | | [added: | |]

| Cash and cash equivalents [added: at end of year] | | $ | | | [removed: 59,572] [added: 55,919] | | | $ | | [added: | 59,572 | | | $ | | |] 151,676 | [added: |]

| Receivables | | | | | [removed: 20,154] [added: 21,700] | | | | | [removed: 12,111] | [added: 20,154 | |]

| Inventories | | | | | [removed: 159,200] [added: 170,794] | | | | | [removed: 124,951] | [added: 159,200 | |]

| Prepaid expenses | | | | | [removed: 1,180] [added: 1,298] | | | | | [removed: 1,129] | [added: 1,180 | |]

| Deferred income taxes | | | | | [removed: 10,405] [added: 13,143] | | | | | [removed: 9,417] | [added: 10,405 | |]

| Income taxes receivable | | | | | [removed: 43,376] [added: 16,424] | | | | | [removed: 10,801] | [added: 43,376 | |]

| Total current assets | | | | | [removed: 293,887] [added: 279,278] | | | | | [removed: 310,085] | [added: 293,887 | |]

| Property and equipment, at cost | | | | | | | | | | | [added: | |]

| Land | | | | | [removed: 348,456] [added: 381,756] | | | | | [removed: 297,833] | [added: 348,456 | |]

| Buildings and leasehold improvements | | | | | [removed: 724,170] [added: 807,795] | | | | | [removed: 621,882] | [added: 724,170 | |]

| Machinery and equipment | | | | | [removed: 907,483] [added: 1,035,651] | | | | | [removed: 784,341] | [added: 907,483 | |]

| Leasehold interest in property and equipment | | | | | [removed: 14,538] [added: 14,545] | | | | | [removed: 13,849] | [added: 14,538 | |]

| Less accumulated depreciation and amortization | | | | | [removed: 777,342] [added: 860,998] | | | | | [removed: 706,994] | [added: 777,342 | |]

| Net property and equipment | | | | | [removed: 1,217,305] [added: 1,378,749] | | | | | [removed: 1,010,911] | [added: 1,217,305 | |]

| Other assets, net of amortization | | | | | [removed: 11,721] [added: 12,403] | | | | | [removed: 10,232] | [added: 11,721 | |]

| Goodwill | | | | | [removed: 88,042] [added: 104,385] | | | | | [removed: 57,547] | [added: 88,042 | |]

| Total assets | | $ | | | [removed: 1,610,955] [added: 1,774,815] | | | $ | | [removed: 1,388,775] | [added: 1,610,955 | |]

| Liabilities and Shareholders’ Equity | | | | | | | | | | | [added: | |]

| Current liabilities | | | | | | | | | | | [added: | |]

| Notes payable to bank | | $ | | | [removed: 600] [added: \-] | | | $ | | [removed: \--------] | [added: 600 | |]

| Current maturities of long-term debt | | | | | [removed: 1,167] [added: 10,737] | | | | | [removed: 24,577] | [added: 1,167 | |]

| Accounts payable | | | | | [removed: 215,675] [added: 211,165] | | | | | [removed: 145,334] | [added: 215,675 | |]

| Accrued expenses | | | | | | | | | | | [added: | |]

| Wages and related taxes | | | | | [removed: 13,014] [added: 15,010] | | | | | [removed: 11,981] | [added: 13,014 | |]

| Property taxes | | | | | [removed: 17,283] [added: 19,111] | | | | | [removed: 15,267] | [added: 17,283 | |]

| Insurance | | | | | [removed: 22,129] [added: 23,701] | | | | | [removed: 20,713] | [added: 22,129 | |]

| Other | | | | | [removed: 24,632] [added: 26,917] | | | | | [removed: 23,014] | [added: 24,632 | |]

| Total current liabilities | | | | | [removed: 294,500] [added: 306,641] | | | | | [removed: 240,886] | [added: 294,500 | |]

| Long-term debt, net of current maturities | | | | | [removed: 678,680] [added: 667,930] | | | | | [removed: 154,754] | [added: 678,680 | |]

| Deferred income taxes | | | | | [removed: 203,078] [added: 260,405] | | | | | [removed: 141,229] | [added: 203,078 | |]

| Deferred compensation | | | | | [removed: 13,858] [added: 14,698] | | | | | [removed: 12,788] | [added: 13,858 | |]

| Other long-term liabilities | | | | | [removed: 16,943] [added: 19,100] | | | | | [removed: 14,799] | [added: 16,943 | |]

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

June 26, 2012

| | | XXXXXXX | | | XXXXXXX | | | XXXXXXX | | | XXXXXXX | |

| | | | | 2012 | | | | | | 2011 | | |

| Assets | | | | | | | | | | | | |

| Cash and cash equivalents | | $ | | | 55,919 | | | $ | | | 59,572 | |

| | | | | | 2,239,747 | | | | | | 1,994,647 | |

| | | x | | | x | | | x | | | x | | | x | | | x | |

| | | XXXXXX | | | XXXXXX | | | XXXXXX | | | XXXXXX | | | XXXXXX | | | XXXXXX | |

| | | | | Common | | | | | | Retained | | | | | | | | |

| (83,450 shares) | | | | | 1,239 | | | | | | \- | | | | | | 1,239 | |

| (184,441 shares) | | | | | 3,733 | | | | | | \- | | | | | | 3,733 | |

| Net earnings | | | | | \- | | | | | | 116,791 | | | | | | 116,791 | |

| (159,600 shares) | | | | | 3,249 | | | | | | \- | | | | | | 3,249 | |

| Balance at April 30, 2012 | | $ | | | 12,199 | | | $ | | | 493,842 | | | $ | | | 506,041 | |

| | | 116,791 | | | 116,791 | | | 116,791 | | | 116,791 | | | 116,791 | | | 116,791 | |

| Depreciation and amortization | | | | | 96,552 | | | | | | 82,355 | | | | | | 73,546 | |

The excess of current cost over the stated LIFO value was $41,805 and $36,698 at April 30, 2012 and 2011, respectively.

There were no material LIFO liquidations during the periods presented.

| Merchandise | | | 87,731 | | | | 77,236 | |

The rack display allowances are funds that we receive from various vendors for allocating certain shelf space to carry their specific products or to introduce new products in our stores for a particular period of time.

These funds do not represent reimbursements of specific, incremental, identifiable costs incurred by us in selling the vendor’s products.

Income taxes The Company uses the asset and liability method of accounting for income taxes.

The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years.

Adjustments based on filed returns are recorded when identified.

Segment reporting As of April 30, 2012 we operated 1,699 stores in 11 states.

Our stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our customers.

We manage the business on the basis of one operating segment and therefore, have only one reportable segment.

Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers.

We make specific disclosures concerning the three broad merchandise categories of gasoline, grocery & other merchandise, and prepared food and fountain because it makes it easier for us to discuss trends and operational initiatives within our business and industry.

Although we can separate gross margins within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

Recent accounting pronouncements Effective May 1, 2012, the Company will adopt new accounting guidance which revises the manner in which we present comprehensive income in our financial statements.

The new guidance removes the presentation options previously allowed and requires us to report components of comprehensive income as part of the consolidated statement of income or as a separate consolidated statement of comprehensive income.

The revised guidance will not change the items that must be reported in other comprehensive income.

Comprehensive income consists of net income and other comprehensive income (loss).

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income, but rather are recorded directly in stockholders’ equity.

This guidance, which is to be applied retrospectively, is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

This guidance only affects presentation and disclosure and will not have a material impact on our consolidated financial statements.

Effective May 1, 2012, we will adopt new guidance that is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary.

The fair value calculation for goodwill will not be required unless we conclude, based on the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less

June 28, 2011

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| | | | | | 1,994,647 | | | | | 1,717,905 |

| Balance at April 30, 2008 | | $ | | | 57,690 | | | $ | | | 589,782 | | | $ | | | 647,472 | |

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

| Merchandise | | | 113,934 | | | | 102,344 | | | |

| Merchandise LIFO reserve | | | (36,698) | | | | (31,832) | | | |

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.

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| Inventories | | $ | | | 7,722 | | | |

| Goodwill | | | | | 30,545 | | | |

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

| Total revenues | | $ | | | 5,843,566 | | | | 4,969,192 | | | |

| Net earnings | | $ | | | 98,911 | | | | 125,027 | | | |

| Diluted | | $ | | | 2.32 | | | | 2.45 | | | |

| 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 | |

| | | | | | 679,847 | | | | 179,331 | |

| | | $ | | | 678,680 | | | | 154,754 | |

| 2012 | | $ | | | 1,167 | |

| 2013 | | | | | 10,707 | |

| 2014 | | | | | 15,728 | |

| 2015 | | | | | 406 | |

| 2016 | | | | | 15,244 | |

| Thereafter | | | | | 636,595 | |

4.

Dividends paid totaled $0.505, $0.34, and $0.30 per share for the years ended April 30, 2011, 2010, and 2009, respectively.

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| Balance at April 30, 2008 | | | 783,550 | | | $ | | | | | 19.74 | | | |

| Exercised | | | (93,550 | ) | | | | | | | 14.39 | | | |

| Granted | | | \-------- | | | | | | | | \-------- | | | |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, [removed: 2011.][added: 2012.]

On the basis of the prescribed criteria, management believes the Company’s internal control over financial reporting was effective as of April 30, [removed: 2011.][added: 2012.]

[removed: KPMG,] [added: KPMG] LLP, as the Company’s independent registered public accounting firm, has issued a report on its assessment of the effectiveness of the Company’s internal control over financial reporting.

This report appears on page [removed: 27.][added: 29.]

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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” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2011] [added: 2012] and to be used in connection with the Company’s [removed: 2011] [added: 2012] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Executive Officers and Their Compensation” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2011] [added: 2012] and to be used in connection with the Company’s [removed: 2011] [added: 2012] 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” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2011] [added: 2012] and to be used in connection with the Company’s [removed: 2011] [added: 2012] 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” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2011] [added: 2012] and to be used in connection with the Company’s [removed: 2011] [added: 2012] 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” to be filed with the Commission within 120 days after April 30, [removed: 2011] [added: 2012] and to be used in connection with the Company’s [removed: 2011] [added: 2012] Annual Meeting of Shareholders is hereby incorporated by reference.

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| (a) | [removed: | | |] Documents filed as a part of this report on Form 10-K | [removed: | |]

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

| | | [removed: | | | |] Consolidated Balance Sheets, April 30, [removed: 2011] [added: 2012] and [removed: 2010] [added: 2011] |

| | | [removed: | | | |] Consolidated Statements of Earnings, Three Years Ended April 30, [removed: 2011] [added: 2012] |

| | | [removed: | | | |] Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2011] [added: 2012] |

| | | [removed: | | | |] Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2011] [added: 2012] |

| | | [removed: | | | |] Notes to Consolidated Financial Statements |

| | | [removed: | | | | Reports] [added: Report] of Independent Registered Public Accounting Firm |

| | [removed: | | |] (2) | [removed: |] No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto. |

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

| Exhibit Number | | [removed: | | | |] Description of Exhibits |

| 3.1 | | [removed: | | | |] Restatement of the Restated and Amended Articles of Incorporation [removed: _(incorporated] [added: (_incorporated] by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, [removed: 1996)_] [added: 1996_)] and Articles of Amendment thereto [removed: _(incorporated] [added: (_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) | | [removed: | | | |] Second Amended and Restated By-laws _(incorporated by reference from the Current Report on Form 8-K filed June 16, 2009)_ and [removed: Amendment] [added: Amendments] thereto [removed: _(incorporated] [added: _(__incorporated] by reference from the Current Report on Form 8-K filed May 20, [removed: 2011)_] [added: 2011 and the Current Report on Form 8-K filed June 22, 2012_)] |

| 4.2 | | [removed: | | | |] Rights Agreement between Casey’s General Stores, Inc. and Computershare Trust Company, N.A., relating to Series A Serial Preferred Stock Purchase Rights [removed: _(incorporated] [added: (_incorporated] by reference from the Current Report on Form 8-K filed April 16, [removed: 2010)_] [added: 2010_)] |

| 4.8 | | [removed: | | | |] 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 | | [removed: | | | |] 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)_ |

| 10.21(a)* | | [removed: | | | |] Amended and Restated Employment Agreement with Donald F. Lamberti [removed: _(incorporated] [added: (_incorporated] by reference from the Current Report on Form 8-K filed November 10, [removed: 1997)_] [added: 1997_)] and First Amendment thereto [removed: _(incorporated] [added: (_incorporated] by reference from the Current Report on Form 8-K filed April 2, [removed: 1998)_] [added: 1998_)] |

| 10.22(a)* | | [removed: | | | |] Amended and Restated Employment Agreement with Ronald M. Lamb [removed: _(incorporated] [added: _(__incorporated] by reference from the Current Report on Form 8-K filed November 10, [removed: 1997),_] [added: 1997_),] First Amendment thereto [removed: _(incorporated] [added: _(_incorporated] by reference from the Current Report on Form 8-K filed April 2, [removed: 1998)_] [added: 1998)] and Second Amendment thereto _(incorporated by reference from the Current Report on Form 8-K filed July 17, 2006)_ |

| 10.27* | | [removed: | | | |] Non-Employee Directors’ Stock Option Plan [removed: _(incorporated] [added: _(__incorporated] by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, [removed: 1994)_] [added: 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) | | [removed: | | | |] Promissory Notes delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated May 23, 2011 [removed: (_incorporated] [added: _(incorporated] by reference from the Current Report on Form 8-K filed May 23, [removed: 2011_)] [added: 2011)_] |

| 10.29(a)* | | [removed: | | | |] Form of “change of control” Employment Agreement (_incorporated by reference from the Current Report on Form 8-K filed June 2, 2010_) |

| 10.30* | | [removed: | | | |] Non-Qualified Supplemental Executive Retirement Plan (_incorporated by reference from the Current Report on Form 8-K filed November 10, 1997_) and Amendment thereto (_incorporated by reference from the Current Report on Form 8-K filed July 17, 2006_) |

| 10.31* | | [removed: | | | |] Non-Qualified Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. [removed: (_incorporated] [added: _(incorporated] by reference from the Current Report on Form 8-K filed November 10, [removed: 1997_)] [added: 1997)_] |

| 10.32* | | [removed: | | | |] Severance Agreement with Douglas K. Shull (_incorporated by reference from the Current Report on Form 8-K filed July 28, 1998_) |

| 10.33* | | [removed: | | | |] Casey’s General Stores, Inc. 2000 Stock Option Plan (_incorporated by reference from the Annual Report on Form 10-K405 for the fiscal year ended April 30, 2001_) and related form of Grant Agreement (_incorporated by reference from the Current Report on Form 8-K filed July 6, 2005_) |

| 10.34* | | [removed: | | | |] Casey’s General Stores 401(k) Plan [removed: (_incorporated] [added: _(incorporated] by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, [removed: 2003_)] [added: 2003)_] |

| 10.35* | | [removed: | | | |] Trustar Directed Trust Agreement [removed: (_incorporated] [added: (i_ncorporated] by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2003_) |

| 10.38* | | [removed: | | | |] Executive Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 (_incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2007_) |

| 10.39* | | [removed: | | | |] Employment Agreement with Robert J. Myers [removed: (_incorporated] [added: _(incorporated] by reference from the Current Report on Form 8-K filed April 21, [removed: 2010_)] [added: 2010)_] |

| 10.40* | | [removed: | | | |] Severance Agreement with John G. Harmon [removed: (_incorporated] [added: _(incorporated] by reference from the Current Report on Form 8-K filed January 17, [removed: 2008_)] [added: 2008)_] |

| 10.41* | | [removed: | | | |] Casey’s General Stores, Inc. 2009 Stock Incentive Plan (_incorporated by reference from the Current Report on Form 8-K filed September 23, 2009_) and related forms of Restricted Stock Units Agreement (Non-employee Directors) (_incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010_) and Restricted Stock Units Agreement (Officers and Other Employees), Restricted Stock Units Agreement (Chief Executive Officer) and Stock Option Grant [removed: (_incorporated] [added: _(incorporated] by reference from the Current Report on Form 8-K filed June 27, [removed: 2011_)] [added: 2011)_] |

| 23.1 | | [removed: | | | |] Consent of Independent Registered Public Accounting Firm |

| 31.1 | | [removed: | | | |] Certificate of Robert J. Myers under Section 302 of Sarbanes-Oxley Act of 2002 |

| 31.2 | | [removed: | | | |] Certificate of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of 2002 |

| 32.1 | | [removed: | | | |] Certificate of Robert J. Myers under Section 906 of Sarbanes-Oxley Act of 2002 |

| 32.2 | | [removed: | | | |] Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002 |

| 101.INS | | [removed: | | | |] XBRL Instance Document |

| 101.SCH | | [removed: | | | |] XBRL Taxonomy Extension Schema Document |

| 101.CAL | | [removed: | | | |] XBRL Taxonomy Extension Calculation Linkbase Document |

| 101.DEF | | [removed: | | | |] XBRL Taxonomy Extension Definition [added: Linkbase Document] |

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| Date: June 26, 2012 | | | | By | | /s/ Robert J. Myers |

| | | | | | | Director |

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| Date: June 28, 2011 | | | | By | | /s/ William C. Kimball | | |

| | | | | | | William C. Kimball | | |