Casey's (CASY) 10-K risk factor changes: FY2013 vs FY2012

Over the past three fiscal years, on average our gasoline revenues accounted for approximately [removed: 71%] [added: 72%] of total revenue and our gasoline gross profit accounted for approximately [removed: 23%] [added: 5%] of total gross profit.

Total credit card fees paid in fiscal [removed: 2012] [added: 2013] were approximately [removed: $80] [added: $85] million.

Sales of tobacco products have averaged approximately [removed: 10%] [added: 9%] of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately [removed: 13%] [added: 12%] of total gross profit for the same period.

[removed: Significant] [added: Any significant] increases in wholesale cigarette costs or tax increases on tobacco products may have [removed: an] [added: a materially] adverse effect on unit demand for cigarettes domestically.

[removed: Recessionary] [added: Current] economic conditions, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products the Company sells in its stores.

[removed: The current economic] [added: Economic] conditions, higher fuel prices, and unemployment levels have affected consumer confidence, spending patterns, and miles driven, with many customers “trading down” to lower priced products in certain categories.

From May 1, [removed: 2011] [added: 2012] through April 30, [removed: 2012] [added: 2013] we acquired [removed: 35] [added: and opened 26] 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.]

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.]

Our articles of incorporation [removed: recently] were amended [added: in 2011] to stagger the terms of the Company’s board of directors, as a result of amendments to the Iowa Business Corporation Act.

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

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

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

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

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

In addition, certain retailers have experienced data breaches resulting in exposure of sensitive customer data, including payment card information.

Any such breach of our systems, or any failure to secure our systems against such a breach, could expose us to customer litigation, as well as sanctions from the payment card industry.Certain claims asserted in these lawsuits, if resolved against us, could give rise to substantial damages.

The prices of “RINs” and certain commodities fluctuate widely.

The market prices paid to the Company for its “renewable identification numbers”, or “RINs”, as well as the wholesale costs paid by the Company for certain commodities such as cheese and coffee, can fluctuate widely from period to period and have a significant impact on the Company’s financial results for a particular period or periods.

In recent months, the market prices of RINs have increased significantly, with a corresponding benefit to the Company’s gross profits from the retail sales of gasoline.

Due to the inherent price volatility of RINs, there can be no assurance that the Company will be able to sell its RINs in the future at any particular price.

Any significant decline in the market price of RINs, as well as any increases in the wholesale costs of commodities such as cheese and coffee, could have a material adverse impact on the Company’s results of operations in a particular period or periods.

Health care reform legislation could have a negative impact on our business.

The Patient Protection and Affordable Care Act (the “PPACA”) as well as other healthcare reform legislation being considered by Congress and various State legislatures may have a negative impact on our business.

Although many of the rules, reforms and regulations required to implement the PPACA have not yet been adopted, such reforms appear likely to significantly increase our employee healthcare-related costs and therefore our operating expenses.

As the provisions of such reform legislation are phased in over time, the resulting changes to our healthcare cost structure could have a material adverse effect on our business, financial conditions and results of operations.

Certain claims asserted in these lawsuits, if resolved against us, could give rise to substantial damages.

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

On April 30, [removed: 2012,] [added: 2013,] there were a total of [removed: 1,699] [added: 1,749] stores in operation.

At April 30, [removed: 2012,] [added: 2013,] the Company owned the land at [removed: 1,678] [added: 1,729] store locations and the buildings at [removed: 1,685] [added: 1,734] locations, and leased the land at [removed: 21] [added: 20] locations and the buildings at [removed: 14] [added: 15] locations.

During the fourth quarter of fiscal [removed: 2012,] [added: 2013,] the Company earned [removed: $0.61] [added: $0.60] in [removed: basic] [added: diluted] earnings per share compared to $0.60 per share for the same quarter a year ago.

Fiscal [removed: 2012 basic] [added: 2013 diluted] earnings per share were [removed: $3.07] [added: $2.86] versus [removed: $2.24] [added: $3.04] for the prior year.

During the [removed: 2012] [added: 2013] fiscal year, we acquired [removed: 35] [added: and opened 26] convenience stores from other parties and completed [removed: 30] [added: 31] new store constructions.

In addition to this activity, the Company also replaced [removed: 10] [added: 26] stores and closed [removed: 3] [added: seven] stores during the year.

The fourth quarter results reflected a [removed: 2.5%] [added: 1%] increase in same-store gasoline gallons sold, with an average margin of approximately [removed: 13.7] [added: 17] cents per gallon.

For the fiscal year, same-store gallons [removed: decreased 1.5%] [added: increased 0.1%] with an average margin of [removed: 15.3] [added: 15.2] cents per gallon.

Same store sales of grocery and other merchandise [removed: increased 8.5%] [added: decreased 0.2%] and prepared foods and fountain increased [removed: 16.8%] [added: 4.4%] during the fourth quarter of fiscal [removed: 2012.][added: 2013.]

| | • | | 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 [removed: expenses,.] [added: expenses.] All levels of [removed: supervision] [added: 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. |

After adjusting for the $16 million in expenses associated with the unsolicited hostile offer by [removed: Couche-Tard] [added: Alimentation Couche-Tard, Inc.] 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.

Net [removed: earnings] [added: income] increased to $116,791 in fiscal 2012 from $94,623 in fiscal 2011.

Fiscal [removed: 2011] [added: 2013] Compared with Fiscal [removed: 2010][added: 2012]

Total revenue for fiscal [removed: 2011] [added: 2013] increased [removed: 21.5%] [added: 3.8%] to [removed: $5,635,240,] [added: $7,250,840,] primarily due to [removed: a 15.8% increase in average gas prices,] an increase in the number of gallons sold, and an increase in [removed: same-store] inside sales (grocery & other merchandise and prepared food & fountain).

Retail gasoline sales for the fiscal year were [removed: $3,998,702,] [added: $5,229,157,] an increase of [removed: 25.8%,] [added: 2.7%,] and gallons sold increased [removed: 8.6%] [added: 4%] to [removed: 1,394,457.][added: 1,535,140.]

Total gross profit margin was [removed: 15.6%] [added: 14.9%] for fiscal [removed: 2011] [added: 2013] compared with [removed: 17.1%] [added: 14.4%] for the prior year.

The prepared food & fountain margin [removed: decreased] [added: increased] to [removed: 62.2%] [added: 61.8%] from [removed: 63.8%] [added: 60.7%] primarily due to the [removed: higher] [added: lower] commodity costs during fiscal [removed: 2011.][added: 2013.]

The increase was due to capital expenditures made in fiscal [removed: 2011.][added: 2013.]

The effective tax rate increased [removed: 180] [added: 40] basis points to [removed: 37.4%] [added: 36.8%] in fiscal [removed: 2011] [added: 2013] from [removed: 35.6%] [added: 36.4%] in fiscal [removed: 2010.][added: 2012.]

| | | | | [removed: 2012] [added: 2013] | | | | | | [removed: 2011] [added: 2012] | | | | | | [removed: 2010] [added: 2011] | | |

| Gasoline | | $ | | | [removed: 5,092,311] [added: 5,229,157] | | | [removed: $] [added: $] | | | [removed: 3,998,702] [added: 5,092,311] | | | [removed: $] [added: $] | | | [removed: 3,177,490] [added: 3,998,702] | |

| Grocery & other merchandise | | | | | [removed: 1,364,995] [added: 1,418,711] | | | | | | [removed: 1,195,613] [added: 1,364,995] | | | | | | [removed: 1,073,508] [added: 1,195,613] | |

| Prepared food & fountain | | | | | [removed: 499,712] [added: 564,924] | | | | | | [removed: 415,240] [added: 499,712] | | | | | | [removed: 365,793] [added: 415,240] | |

| Other | | | | | [removed: 30,786] [added: 38,048] | | | | | | [removed: 25,685] [added: 30,786] | | | | | | [removed: 20,296] [added: 25,685] | |

| | | $ | | | [removed: 6,987,804] [added: 7,250,840] | | | [removed: $] [added: $] | | | [removed: 5,635,240] [added: 6,987,804] | | | [removed: $] [added: $] | | | [removed: 4,637,087] [added: 5,635,240] | |

| Gasoline | | $ | | | [removed: 226,559] [added: 232,718] | | | [removed: $] [added: $] | | | [removed: 212,038] [added: 226,559] | | | [removed: $] [added: $] | | | [removed: 178,176] [added: 212,038] | |

| Grocery & other merchandise | | | | | [removed: 443,245] [added: 462,663] | | | | | | [removed: 385,250] [added: 443,245] | | | | | | [removed: 360,432] [added: 385,250] | |

| Prepared food & fountain | | | | | [removed: 303,159] [added: 348,993] | | | | | | [removed: 258,151] [added: 303,159] | | | | | | [removed: 233,507] [added: 258,151] | |

| Other | | | | | [removed: 30,727] [added: 37,991] | | | | | | [removed: 25,628] [added: 30,727] | | | | | | [removed: 20,237] [added: 25,628] | |

| | | $ | | | [removed: 1,003,690] [added: 1,082,365] | | | [removed: $] [added: $] | | | [removed: 881,067] [added: 1,003,690] | | | [removed: $] [added: $] | | | [removed: 792,352] [added: 881,067] | |

| Average retail sales | | $ | | | [removed: 4,117] [added: 4,159] | | | [removed: $] [added: $] | | | [removed: 3,497] [added: 4,117] | | | [removed: $] [added: $] | | | [removed: 3,070] [added: 3,497] | |

| Average retail inside sales | | | | | [removed: 1,117] [added: 1,152] | | | | | | [removed: 1,015] [added: 1,117] | | | | | | [removed: 958] [added: 1,015] | |

| Average gross profit on inside items | | | | | [removed: 448] [added: 467] | | | | | | [removed: 404] [added: 448] | | | | | | [removed: 389] [added: 404] | |

| Average retail sales of gasoline | | | | | [removed: 3,000] [added: 3,007] | | | | | | [removed: 2,482] [added: 3,000] | | | | | | [removed: 2,112] [added: 2,482] | |

| Average gross profit on gasoline (3) | | | | | 134 | | | | | | [removed: 132] [added: 134] | | | | | | [removed: 119] [added: 132] | |

| Average operating income (4) | | | | | [removed: 191] [added: 181] | | | | | | [removed: 180] [added: 191] | | | | | | [removed: 164] [added: 180] | |

| Average number of gallons sold | | | | | [removed: 870] [added: 883] | | | | | | [removed: 869] [added: 870] | | | | | | [removed: 854] [added: 869] | |

| (1) | Gross profits represent total revenue less cost of goods sold. Gross profit is given before [removed: charge] [added: charges] for [removed: depreciation and amortization] [added: depreciation, amortization,] and credit card fees. |

| (2) | Individual store comparisons include only those stores that had been in operation for at least one full year [added: and remained open] on April 30 of the fiscal year indicated. |

The Company’s fourth quarter gas margin was helped by our ability to sell approximately 10.3 million renewable fuel credits for $4,800.

This was partially offset by a 1.3% decrease in average gas prices.

Inside sales increased 6.4% to $1,983,635, 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 increased slightly to 4.5% in fiscal 2013 from 4.4% in fiscal 2012 primarily due to the increase in the value of the renewable fuel credits sold.

The grocery & other merchandise margin increased slightly to 32.6% in fiscal 2013 from 32.5% in fiscal 2012.

Operating expenses increased 10.4% in fiscal 2013 primarily due to the major remodels, the 24-hour conversions, the expansion of our pizza delivery program and 50 more stores in operation.

The operating expense ratio also increased to 10.5% of total revenue in fiscal 2013 from 9.9% in the prior year.

Depreciation and amortization expense increased 15.8% to $111,823 in fiscal 2013 from $96,552 in fiscal 2012.

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

Net income decreased to $110,625 in fiscal 2013 from $116,791 in fiscal 2012.

The decrease was due primarily to the increase in the operating expenses and an increase in depreciation and amortization expenses.

However, this was partially offset by an increase in inside sales, the increase in the number of gasoline gallons sold, and an increase in operating expenses primarily due to 50 more stores in operation from the prior year.

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

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

| | | | | 2013 | | | | | | 2012 | | | | | | 2011 | | |

| | | 2013 | | 2012 | | 2011 |

Vendor rebates in the form of rack display allowances (RDAs) 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.

The RDAs are treated as a reduction in cost of sales and are recognized ratably over the period covered by the applicable rebate agreement.

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

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.The Company takes title to RINs when we purchase clear unleaded gasoline or diesel fuel, and purchase ethanol separately.

The ethanol is blended in the tanker during transit to the store and the blending is the event that enables the RIN to be separated from the ethanol it identifies and allows it to be sold to third parties.

The RINs are recorded as a reduction in the cost of sales in the period when the Company commits to a price and agrees to sell all of the RINs acquired during a specified period (currently the previous month).

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.

This result was partially offset by an increase in accounts payable.

Cash flows from financing activities increased $50,718 (248.5%), primarily due to the net borrowings of short-term debt.

| Senior notes | | $ | | | 896,078 | | | | 49,635 | | | | 82,769 | | | | 94,981 | | | | 668,693 | |

| Capital lease obligations | | | | | 17,375 | | | | 1,352 | | | | 1,803 | | | | 1,545 | | | | 12,675 | |

| Operating lease obligations | | | | | 2,269 | | | | 910 | | | | 746 | | | | 263 | | | | 350 | |

| Total | | $ | | | 940,447 | | | | 51,897 | | | | 85,318 | | | | 96,789 | | | | 681,718 | |

Please see Item 1A.

of this Form 10-K, entitled “Risk Factors,” for further information on these and other factors that may affect our business and financial results.

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

The fiscal 2011 year-end results include approximately $27.4 million in costs pertaining to the Company’s recapitalization plan completed in the second quarter of fiscal 2011 as well as the unsolicited hostile offer and related actions by Alimentation Couche-Tard Inc. The post tax impact on earnings 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.

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.

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

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

Higher retail gasoline prices also increased our transportation costs and credit card fees during the year.

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

The gas margin decreased to 5.3% in fiscal 2011 from 5.6% in fiscal 2010 primarily due to the increase in the retail price per gallon of gasoline sold.

The grocery & other merchandise margin decreased to 32.2% in fiscal 2011 from 33.6% in fiscal 2010 primarily due to a more competitive cigarette pricing environment.

Operating expenses increased 15.5% in fiscal 2011 primarily due to an increase of $8,957 in pre-tax charges related to the evaluation of and responses to the unsolicited offer and related actions by Alimentation Couche-Tard and the evaluation of the proposal from 7-Eleven.

In fiscal 2010, the Company 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 are excluded, operating expenses would have increased 13.4% for the year.

Higher retail gasoline prices resulted in higher sales, which decreased the operating expense ratio to 10.8% of total revenue in fiscal 2011 from 11.3% in the prior year.

Depreciation and amortization expense increased 12% to $82,355 in fiscal 2011 from $73,546 in fiscal 2010.

The increase in the effective tax rate was primarily due to an upward adjustment to net deferred tax liabilities resulting from a significant income tax rate increase enacted for one state that normally contributes a substantial proportion of state income tax expense and the absence, as present in the prior year, of a tax benefit resulting from a change in an uncertain tax position relating to a refund of tax credits.

Net earnings decreased to $94,623 in fiscal 2011 from $116,962 in fiscal 2010.

The decrease was due primarily to an increase in operating expenses from the prior year, an increase in interest expense due to the additional $569,000 principal amount outstanding on the 5.22% senior notes, the loss on the early retirement of the 7.38% senior notes and the 6.18% to 7.23% senior notes, a decrease in the average margin on prepared food & fountain sales and a decrease in the average margin on grocery & other merchandise sales.

However, this was partially offset by an increase in the gross profit margin per gallon of gasoline sold.

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

| | | 201 | | 2011 | | 2010 |

Rebates are recognized as reductions of inventory costs when purchases are made; reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

This result was partially offset by decreases in accounts payable and the loss on early retirement of debt.

Cash used in financing activities decreased $7,624 (27.2%), primarily due to the decrease in the repayments of long-term debt.

| Senior notes | | $ | | | 941,356 | | | | 45,279 | | | | 83,627 | | | | 96,696 | | | | 715,754 | |

| Mortgage notes | | | | | 23 | | | | 23 | | | | \-------- | | | | \-------- | | | | \------- | |

| Capital lease obligations | | | | | 17,287 | | | | 1,266 | | | | 2,160 | | | | 1,399 | | | | 12,462 | |

| Operating lease obligations | | | | | 2,863 | | | | 928 | | | | 1,124 | | | | 330 | | | | 481 | |

| Total | | $ | | | 983,765 | | | | 47,496 | | | | 86,911 | | | | 98,425 | | | | 728,697 | |

These unrecognized tax benefits relate to the state income tax filing positions and federal tax credits claimed for the Company’s corporate subsidiaries.

One state has an examination in progress.

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2012] [added: 2013] would have no material effect on pretax earnings.

No such derivative instruments were used during fiscal year [added: 2013,] 2012, [removed: 2011,] or [removed: 2010.][added: 2011.]

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

Casey’s General Stores, Inc. and its wholly owned subsidiaries (the Company/Casey’s/we) operate convenience stores under the name “Casey’s General Store” in [removed: 11] [added: 14] Midwestern states, primarily [added: in] Iowa, Missouri, and Illinois.

On April 30, [removed: 2012,] [added: 2013,] there were a total of [removed: 1,699] [added: 1,749] stores in operation.

There were [removed: 30] [added: 31] stores newly constructed and [removed: 35] [added: 26] acquired stores opened in fiscal [removed: 2012,] [added: 2013,] and [removed: 3] [added: seven] stores were closed in fiscal [removed: 2012.][added: 2013.]

[removed: Two] [added: One] of our subsidiaries, Casey’s Marketing Company (Marketing Company) [removed: and Casey’s Services Company (Services Company),] also [removed: operate] [added: operates] from the Corporate Headquarters facility and [removed: were] [added: was] incorporated in Iowa in March 1995.

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

Additionally, you can go to our website to read our Financial Code of Ethics and Code of Conduct; we intend to post disclosure of any waivers to the [removed: Code to the extent such disclosure is legally required.][added: Code.]

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

The Marketing Company owns and has responsibility for the operation of stores in Iowa, Missouri, Wisconsin, Indiana, [removed: Oklahoma] [added: Oklahoma, Arkansas, Tennessee, Oklahoma,] and [removed: Arkansas.][added: North Dakota.]

CGS Sales Corp. operates a store in Onawa, [removed: Iowa.][added: Iowa and Omaha, Nebraska.]

Stores sell regional brands of dairy and bakery products, and approximately [removed: 88%] [added: 89%] of the stores offer beer.

As of April 30, [removed: 2012,] [added: 2013,] the Company was selling donuts prepared on store premises in approximately 98% of our stores in addition to cookies, brownies, and [removed: Danish rolls.][added: Danish.]

We began marketing made-from-scratch pizza in 1984, and it is available in [removed: 1,654] [added: 1,706] stores [removed: (97%)] [added: (98%)] as of April 30, [removed: 2012.][added: 2013.]

In the last three fiscal years, retail sales of nongasoline items have generated about [removed: 29%] [added: 28%] of our total revenue, but they have resulted in approximately 74% of our gross profits.

Gross profit margins on prepared food items averaged approximately 62% during the three fiscal years ended April 30, [removed: 2012—substantially] [added: 2013—substantially] higher than the gross profit margin on retail sales of gasoline, which averaged approximately 5%.

The [removed: most] recent store design [added: (O2 style)] measures 39 feet by [removed: 92] [added: 103] feet with approximately [removed: 2,300] [added: 2,500] square feet devoted to sales area, 500 square feet to kitchen space, 400 square feet to storage, and 2 large public restrooms.

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

We also currently operate [removed: 352] [added: approximately 550] stores on a 24-hour basis.

Approximately [removed: 73%] [added: 72%] of Casey’s total revenue for the year ended April 30, [removed: 2012] [added: 2013] was derived from the retail sale of gasoline.

The following table summarizes gasoline sales for the three fiscal years ended April 30, [removed: 2012:][added: 2013:]

| | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Number of gallons sold | | | [removed: 1,476,153,594] [added: 1,535,139,547] | | | | [removed: 1,394,456,573] [added: 1,476,153,594] | | | | [removed: 1,283,479,481] [added: 1,394,456,573] | |

| Total retail gasoline sales | | | [removed: $5,092,310,886] [added: $5,229,156,777] | | | | [removed: $3,998,702,258] [added: $5,092,310,886] | | | | [removed: $3,177,489,872] [added: $3,998,702,258] | |

| Percentage of total revenue | | | [removed: 72.9%] [added: 72.1%] | | | | [removed: 71.0%] [added: 72.9%] | | | | [removed: 68.5%] [added: 71.0%] | |

| Gross profit percentage (excluding credit card fees) | | | [removed: 4.4%] [added: 4.5%] | | | | [removed: 5.3%] [added: 4.4%] | | | | [removed: 5.6%] [added: 5.3%] | |

| Average retail price per gallon | | | [removed: $3.45] [added: $3.41] | | | | [removed: $2.87] [added: $3.45] | | | | [removed: $2.48] [added: $2.87] | |

| Average gross profit margin per gallon (excluding credit card fees) | | | [removed: 15.35¢] [added: 15.16¢] | | | | [removed: 15.21¢] [added: 15.35¢] | | | | [removed: 13.88¢] [added: 15.21¢] | |

| Average number of gallons sold per store* | | | [removed: 870,195] [added: 883,094] | | | | [removed: 868,790] [added: 870,195] | | | | [removed: 853,725] [added: 868,790] | |

Retail prices of gasoline [removed: increased] [added: decreased slightly] during the year ended April 30, [removed: 2012.][added: 2013.]

The total number of gallons we sold during this period increased, primarily because of the higher number of stores in operation and our [added: continued] efforts to price our retail gasoline to compete in local market areas.

The stores place orders for merchandise [removed: through a telecommunications link-up] [added: electronically] to [removed: the computer at] our headquarters in Ankeny, and we fill the orders with weekly shipments in Company-owned delivery trucks.

In fiscal [removed: 2012,] [added: 2013,] we purchased directly from manufacturers a majority of the food and nonfood items sold from our [removed: distribution center.][added: Distribution Center.]

On April 30, [removed: 2012,] [added: 2013,] we had [removed: 10,116] [added: 10,876] full-time employees and [removed: 14,610] [added: 16,203] part-time employees.

We currently have [removed: 3,995] [added: 3,934] USTs, [removed: 3,164] [added: 3,076] of which are fiberglass and [removed: 831] [added: 858] are steel, and we believe that [removed: substantially all capital] [added: allcapital] 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: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] we spent approximately [removed: $1,150,000] [added: $899,000] and [removed: $648,000,] [added: $1,150,000,] respectively, for assessments and remediation.

As of April 30, [removed: 2012,] [added: 2013,] approximately [removed: $14,567,000] [added: $15,650,000] has been received from such programs since inception.

At April 30, [removed: 2012,] [added: 2013,] we had an accrued liability of approximately [removed: $380,000] [added: $418,000] for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs.

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

The recent store design for smaller communities (P style) measures 43 feet by 75 feet with approximately 1,600 square feet devoted to sales area with the remaining areas similar in size.

No amounts are currently expected to be repaid by the Company to the trust fund programs.

No amounts are currently expected to be repaid.

PART II

For the Fiscal Year Ended April 30, [removed: 2012][added: 2013]

As of October 31, [removed: 2011,] [added: 2012,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $1,806,907,000] [added: $1,891,311,000] based on the closing sales price [removed: ($49.55] [added: ($51.55] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June [removed: 22, 2012] [added: 24, 2013] | | |

| Common Stock, no par value per share | | [removed: 38,156,309] [added: 38,387,109] 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: 2012.][added: 2013.]

| PART I | | ITEM 1. | | [removed: [Business](#toc372825_1)] [added: [Business](#tx560951_1)] | | | 3 | |

| | | ITEM 1A. | | [Risk [removed: Factors](#toc372825_2)] [added: Factors](#tx560951_2)] | | | 8 | |

| | | ITEM 1B. | | [Unresolved Staff [removed: Comments](#toc372825_3)] [added: Comments](#tx560951_3)] | | | 14 | |

| | | ITEM 2. | | [removed: [Properties](#toc372825_4)] [added: [Properties](#tx560951_4)] | | | [removed: 14] [added: 15] | |

| | | ITEM 3. | | [Legal [removed: Proceedings](#toc372825_5)] [added: Proceedings](#tx560951_5)] | | | 15 | |

| PART II | | ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#toc372825_6)] [added: Securities](#tx560951_7)] | | | [removed: 15] [added: 16] | |

| | | ITEM 6. | | [Selected Financial [removed: Data](#toc372825_7)] [added: Data](#tx560951_8)] | | | 17 | |

| | | ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc372825_8)] [added: Operations](#tx560951_9)] | | | 18 | |

| | | ITEM 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#toc372825_9)] [added: Risk](#tx560951_10)] | | | [removed: 28] [added: 29] | |

| | | ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#toc372825_10)] [added: Data](#tx560951_11)] | | | [removed: 29] [added: 30] | |

| | | ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc372825_11)] [added: Disclosure](#tx560951_12)] | | | 51 | |

| | | ITEM 9A. | | [Controls and [removed: Procedures](#toc372825_12)] [added: Procedures](#tx560951_13)] | | | 51 | |

| | | ITEM 9B. | | [Other [removed: Information](#toc372825_13)] [added: Information](#tx560951_14)] | | | 51 | |

| PART III | | ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc372825_14)] [added: Governance](#tx560951_15)] | | | 52 | |

| | | ITEM 11. | | [Executive [removed: Compensation](#toc372825_15)] [added: Compensation](#tx560951_16)] | | | 52 | |

| | | ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc372825_16)] [added: Matters](#tx560951_17)] | | | 52 | |

| | | ITEM 13. | | [Certain Relationships and Related Transactions and Director [removed: Independence](#toc372825_17)] [added: Independence](#tx560951_18)] | | | 52 | |

| | | ITEM 14. | | [Principal Accountant Fees and [removed: Services](#toc372825_18)] [added: Services](#tx560951_19)] | | | 52 | |

| PART IV | | ITEM 15. | | [Exhibits and Financial Statement [removed: Schedules](#toc372825_19)] [added: Schedules](#tx560951_20)] | | | 53 | |

10-K 1 d560951d10k.htm FORM 10-K

| | | ITEM 4. | | [Mine Safety Disclosures](#tx560951_6) | | | 15 | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | [Signatures](#tx560951_21) | | | 55 | |

10-K 1 d372825d10k.htm FORM 10-K

| | | |

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

| SERIES A SERIAL PREFERRED STOCK PURCHASE RIGHTS | | NASDAQ _(Name of Exchange on which Registered)_ |

| _(Title of Class)_ | | |

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

On April 30, [removed: 2012,] [added: 2013,] we also owned the land at [removed: 1,678] [added: 1,729] store locations and the buildings at [removed: 1,685] [added: 1,734] locations and leased the land at [removed: 21] [added: 20] locations and the buildings at [removed: 14] [added: 15] locations.

Most of the leases provide for the payment of a fixed rent plus property [removed: taxes and insurance] [added: taxes, insurance,] and maintenance costs.

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

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

| --- | --- |

Not applicable.

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

PART II

The [removed: 38,140,309] [added: 38,352,509] shares of common stock outstanding at April 30, [removed: 2012] [added: 2013] had a market value of approximately [removed: $2.1] [added: $2.2] billion.

On that date there were [removed: 1,923] [added: 1,860] shareholders of record.

| Calendar [removed: 2010] [added: 2011] | | High | | Low | | Calendar [removed: 2011] [added: 2012] | | High | | Low | | Calendar [removed: 2012] [added: 2013] | | High | | Low |

| 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] | | Q1 | | $ [removed: 56.44] [added: 59.00] | | $ [removed: 49.52] [added: 51.45] |

We began paying cash dividends during fiscal 1991.The dividends [removed: paid] [added: declared] in fiscal [removed: 2012] [added: 2013] totaled [removed: $0.60] [added: $0.66] per share.

The dividends paid in fiscal [removed: 2011] [added: 2012] totaled [removed: $0.505] [added: $0.60] per share.

On June [removed: 8, 2012,] [added: 7, 2013,] the Board of Directors declared a quarterly dividend of [removed: $0.165] [added: $0.18] payable August 15, [removed: 2012] [added: 2013] to shareholders of record on August 1, [removed: 2012.][added: 2013.]

The cash dividends declared during the calendar years [removed: 2010-12] [added: 2011-13] were as follows:

| Calendar [removed: 2010] [added: 2011] | | | | Cash dividend declared | | Calendar [removed: 2011] [added: 2012] | | | | Cash dividend declared | | Calendar [removed: 2012] [added: 2013] | | | | Cash dividend declared |

| Q1 | | $ | | [removed: 0.085] [added: 0.135] | | Q1 | | $ | | [removed: 0.135] [added: 0.15] | | Q1 | | $ | | [removed: 0.15] [added: 0.165] |

| [removed: Q2] [added: Q3] | | | | [removed: 0.10] [added: 0.15] | | [removed: Q2] [added: Q3] | | | | [removed: 0.15] [added: 0.165] | | [removed: Q2] | | | | [removed: 0.165] |

| Q2 | | $ 45.75 | | $ 38.01 | | Q2 | | $ 60.60 | | $ 51.81 | | | | | | |

| Q3 | | $ 47.91 | | $ 39.50 | | Q3 | | $ 63.00 | | $ 55.20 | | | | | | |

| Q4 | | $ 54.22 | | $ 42.41 | | Q4 | | $ 57.66 | | $ 46.15 | | | | | | |

| Q2 | | | | 0.15 | | Q2 | | | | 0.165 | | Q2 | | | | 0.18 |

| Q4 | | | | 0.15 | | Q4 | | | | 0.165 | | | | | | |

| | | | | 0.585 | | | | | | 0.645 | | | | | | |

| 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 | | | | | | |

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

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

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

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

Statement of [removed: Earnings] [added: Income] Data

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

| | | | | [removed: 2012] | | [added: 2013] | | | | [removed: 2011] | | | | [added: 2012] | | [removed: 2010] | | | | | | [removed: 2009] [added: 2011] | | | | | | [removed: 2008] | | [added: 2010] | [added: | | | | | | | 2009 | | |]

| Total revenue | | $ | | | [removed: 6,987,804] | | [added: 7,250,840] | [added: | |] $ | | | [removed: 5,635,240] | | [added: 6,987,804] | [added: | |] $ | | [removed: 4,637,087] | | [added: | 5,635,240 | | |] $ | | | | | [removed: 4,690,525] [added: 4,637,087] | | | $ | | | [removed: 4,843,259] | | [added: 4,690,525 | |]

| Cost of goods sold | | | | | [removed: 5,984,114] | | [added: 6,168,475] | | | | [removed: 4,754,173] | | | | [added: 5,984,114] | [removed: 3,844,735] | | | | | | | [removed: 3,966,919] [added: 4,754,173] | | | | | | [removed: 4,155,493] | | [added: 3,844,735 | | | | | | | | 3,966,919 | |]

| Gross profit | | | | | [removed: 1,003,690] | | [added: 1,082,365] | | | | [removed: 881,067] | | | | [added: 1,003,690] | [removed: 792,352] | | | | | | | [removed: 723,606] [added: 881,067] | | | | | | [removed: 687,766] | | [added: 792,352 | | | | | | | | 723,606 | |]

| Operating expenses | | | | | [removed: 688,431] | | [added: 760,365] | | | | [removed: 607,628] | | | | [added: 688,431] | [removed: 526,291] | | | | | | | [removed: 504,449] [added: 607,628] | | | | | | [removed: 476,211] | | [added: 526,291 | | | | | | | | 504,449 | |]

| Depreciation and amortization | | | | | [removed: 96,552] | | [added: 111,823] | | | | [removed: 82,355] | | | | [added: 96,552] | [removed: 73,546] | | | | | | | [removed: 69,451] [added: 82,355] | | | | | | [removed: 67,893] | | [added: 73,546 | | | | | | | | 69,451 | |]

| Interest, net | | | | | [removed: 35,192] | | [added: 35,048] | | | | [removed: 28,497] | | | | [added: 35,192] | [removed: 10,933] | | | | | | | [removed: 10,626] [added: 28,497] | | | | | | [removed: 9,792] | | [added: 10,933 | | | | | | | | 10,626 | |]

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

| [removed: Earnings] [added: Income] before income taxes | | | | | [removed: 183,515] | | [added: 175,129] | | | | [removed: 151,237] | | | | [added: 183,515] | [removed: 181,582] | | | | | | | [removed: 139,080] [added: 151,237] | | | | | | [removed: 133,870] | | [added: 181,582 | | | | | | | | 139,080 | |]

| Federal and state income taxes | | | | | [removed: 66,724] | | [added: 64,504] | | | | [removed: 56,614] | | | | [added: 66,724] | [removed: 64,620] | | | | | | | [removed: 53,390] [added: 56,614] | | | | | | [removed: 48,979] | | [added: 64,620 | | | | | | | | 53,390 | |]

| Net [removed: earnings] [added: income] | | $ | | | [removed: 116,791] | | [added: 110,625] | [added: | |] $ | | | [removed: 94,623] | | [added: 116,791] | [added: | |] $ | | [removed: 116,962] | | [added: | 94,623 | | |] $ | | | | | [removed: 85,690] [added: 116,962] | | | $ | | | [removed: 84,891] | | [added: 85,690 | |]

| Basic earnings per common share | | $ | | | [removed: 3.07] | | [added: 2.89] | [added: | |] $ | | | [removed: 2.24] | | [added: 3.07] | [added: | |] $ | | [removed: 2.30] | | [added: | 2.24 | | |] $ | | | | | [removed: 1.69] [added: 2.30] | | | $ | | | [removed: 1.68] | | [added: 1.69 | |]

| Diluted earnings per common share | | $ | | | [removed: 3.04] | | [added: 2.86] | [added: | |] $ | | | [removed: 2.22] | | [added: 3.04] | [added: | |] $ | | [removed: 2.29] | | [added: | 2.22 | | |] $ | | | | | [removed: 1.68] [added: 2.29] | | | $ | | | [removed: 1.67] | | [added: 1.68 | |]

| Weighted average number of common shares outstanding—basic | | | | | [removed: 38,068] | | [added: 38,297] | | | | [removed: 42,285] | | | | [added: 38,068] | [removed: 50,899] | | | | | | | [removed: 50,787] [added: 42,285] | | | | | | [removed: 50,681] | | [added: 50,899 | | | | | | | | 50,787 | |]

| Weighted average number of common shares outstanding—diluted | | | | | [removed: 38,392] | | [added: 38,620] | | | | [removed: 42,567] | | | | [added: 38,392] | [removed: 51,053] | | | | | | | [removed: 50,917] [added: 42,567] | | | | | | [removed: 50,859] | | [added: 51,053 | | | | | | | | 50,917 | |]

| Dividends paid per common share | | $ | | | [removed: 0.60] | | [added: 0.66] | [added: | |] $ | | | [removed: 0.505] | | [added: 0.60] | [added: | |] $ | | [removed: 0.34] | | [added: | 0.505 | | |] $ | | | | | [removed: 0.30] [added: 0.34] | | | $ | | | [removed: 0.26] | | [added: 0.30 | |]

[added: |] Balance Sheet Data [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| | | | | [removed: 2012] | | [added: 2013] | | | | [removed: 2011] | | | | [added: 2012] | | [removed: 2010] | | | | | | [removed: 2009] [added: 2011] | | | | | | [removed: 2008] | | [added: 2010] | [added: | | | | | | | 2009 | | |]

| Current assets | | $ | | | [removed: 279,278] | | [added: 272,817] | [removed: $] | | [added: $] | [removed: 293,887] | | | [removed: $] | [added: 279,278] | | [removed: 310,085] | [added: $] | | [added: | | | 293,887 | | |] $ | | | [removed: 284,727] | | [added: 310,085] | [added: | |] $ | | | [removed: 313,256] | | [added: 284,727 | |]

| Total assets | | | | | [removed: 1,774,815] | | [added: 1,984,018] | | | | [removed: 1,610,955] | | | | [added: 1,774,815] | | [removed: 1,388,775] | | | | | | [removed: 1,262,695] [added: 1,610,955] | | | | | | [removed: 1,219,200] | | [added: 1,388,775 | | | | | | | | 1,262,695 | |]

| Current liabilities | | | | | [removed: 306,641] | | [added: 397,748] | | | | [removed: 294,500] | | | | [added: 306,641] | | [removed: 240,886] | | | | | | [removed: 221,243] [added: 294,500] | | | | | | [removed: 259,099] | | [added: 240,886 | | | | | | | | 221,243 | |]

| Long-term debt, net of current maturities | | | | | [removed: 667,930] | | [added: 653,081] | | | | [removed: 678,680] | | | | [added: 667,930] | | [removed: 154,754] | | | | | | [removed: 167,887] [added: 678,680] | | | | | | [removed: 181,443] | | [added: 154,754 | | | | | | | | 167,887 | |]

| Shareholders’ equity | | | | | [removed: 506,041] | | [added: 602,295] | | | | [removed: 403,896] | | | | [added: 506,041] | | [removed: 824,319] | | | | | | [removed: 721,030] [added: 403,896] | | | | | | [removed: 647,472] | | [added: 824,319 | | | | | | | | 721,030 | |]

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We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the related consolidated statements of [removed: earnings,] [added: income,] shareholders’ [removed: equity] [added: equity,] and cash flows for each of the years in the three-year period ended April 30, [removed: 2012.][added: 2013.]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2012,] [added: 2013,] based on criteria established in _Internal Control—Integrated [removed: Framework_] [added: Framework (1992)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, [removed: 2012,] [added: 2013,] 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: 2012,] [added: 2013,] based on criteria established in _Internal Control—Integrated [removed: Framework_] [added: Framework (1992)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

| | | | | [removed: 2012] [added: 2013] | | | | | | [added: 2012 | | | | | |] 2011 | | |

| Cash and cash equivalents | | $ | | | [removed: 55,919] [added: 41,271] | | | $ | | | [removed: 59,572] [added: 55,919] | |

| Receivables | | | | | [removed: 21,700] [added: 20,900] | | | | | | [removed: 20,154] [added: 21,700] | |

| Inventories | | | | | [removed: 170,794] [added: 189,514] | | | | | | [removed: 159,200] [added: 170,794] | |

| Prepaid expenses | | | | | [removed: 1,298] [added: 1,396] | | | | | | [removed: 1,180] [added: 1,298] | |

| Deferred income taxes | | | | | [removed: 13,143] [added: 9,916] | | | | | | [removed: 10,405] [added: 13,143] | |

| Income taxes receivable | | | | | [removed: 16,424] [added: 9,820] | | | | | | [removed: 43,376] [added: 16,424] | |

| Total current assets | | | | | [removed: 279,278] [added: 272,817] | | | | | | [removed: 293,887] [added: 279,278] | |

| Land | | | | | [removed: 381,756] [added: 431,523] | | | | | | [removed: 348,456] [added: 381,756] | |

| Buildings and leasehold improvements | | | | | [removed: 807,795] [added: 904,732] | | | | | | [removed: 724,170] [added: 807,795] | |

| Machinery and equipment | | | | | [removed: 1,035,651] [added: 1,182,470] | | | | | | [removed: 907,483] [added: 1,035,651] | |

| Leasehold interest in property and equipment | | | | | [removed: 14,545] [added: 15,486] | | | | | | [removed: 14,538] [added: 14,545] | |

| Less accumulated depreciation and amortization | | | | | [removed: 860,998] [added: 952,286] | | | | | | [removed: 777,342] [added: 860,998] | |

| Net property and equipment | | | | | [removed: 1,378,749] [added: 1,581,925] | | | | | | [removed: 1,217,305] [added: 1,378,749] | |

| Other assets, net of amortization | | | | | [removed: 12,403] [added: 14,485] | | | | | | [removed: 11,721] [added: 12,403] | |

| Goodwill | | | | | [removed: 104,385] [added: 114,791] | | | | | | [removed: 88,042] [added: 104,385] | |

| Total assets | | $ | | | [removed: 1,774,815] [added: 1,984,018] | | | $ | | | [removed: 1,610,955] [added: 1,774,815] | |

| Notes payable to bank | | $ | | | [removed: \-] [added: 59,100] | | | $ | | | [removed: 600] [added: \-] | |

| Current maturities of long-term debt | | | | | [removed: 10,737] [added: 15,810] | | | | | | [removed: 1,167] [added: 10,737] | |

| Accounts payable | | | | | [removed: 211,165] [added: 232,913] | | | | | | [removed: 215,675] [added: 211,165] | |

| Wages and related taxes | | | | | [removed: 15,010] [added: 16,221] | | | | | | [removed: 13,014] [added: 15,010] | |

| Property taxes | | | | | [removed: 19,111] [added: 20,229] | | | | | | [removed: 17,283] [added: 19,111] | |

| Insurance | | | | | [removed: 23,701] [added: 24,039] | | | | | | [removed: 22,129] [added: 23,701] | |

| Other | | | | | [removed: 26,917] [added: 29,436] | | | | | | [removed: 24,632] [added: 26,917] | |

| Total current liabilities | | | | | [removed: 306,641] [added: 397,748] | | | | | | [removed: 294,500] [added: 306,641] | |

| Long-term debt, net of current maturities | | | | | [removed: 667,930] [added: 653,081] | | | | | | [removed: 678,680] [added: 667,930] | |

| Deferred income taxes | | | | | [removed: 260,405] [added: 293,708] | | | | | | [removed: 203,078] [added: 260,405] | |

| Deferred compensation | | | | | [removed: 14,698] [added: 15,787] | | | | | | [removed: 13,858] [added: 14,698] | |

| Other long-term liabilities | | | | | [removed: 19,100] [added: 21,399] | | | | | | [removed: 16,943] [added: 19,100] | |

| Total liabilities | | | | | [removed: 1,268,774] [added: 1,381,723] | | | | | | [removed: 1,207,059] [added: 1,268,774] | |

| Common stock, no par value, [removed: 38,140,309] [added: 38,352,509] and [removed: 37,966,709] [added: 38,140,309] shares issued and outstanding at April 30, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] respectively | | | | | [removed: 12,199] [added: 23,119] | | | | | | [removed: 3,996] [added: 12,199] | |

| Retained earnings | | | | | [removed: 493,842] [added: 579,176] | | | | | | [removed: 399,900] [added: 493,842] | |

| Total shareholders’ equity | | | | | [removed: 506,041] [added: 602,295] | | | | | | [removed: 403,896] [added: 506,041] | |

| Total liabilities and shareholders’ equity | | $ | | | [removed: 1,774,815] [added: 1,984,018] | | | $ | | | [removed: 1,610,955] [added: 1,774,815] | |

CONSOLIDATED STATEMENTS OF [removed: EARNINGS][added: INCOME]

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

June 27, 2013

| | | | | 2013 | | | | | | 2012 | | |

| | | | | | 2,534,211 | | | | | | 2,239,747 | |

| Net income | | | | | \- | | | | | | 110,625 | | | | | | 110,625 | |

| Balance at April 30, 2013 | | $ | | | 23,119 | | | $ | | | 579,176 | | | $ | | | 602,295 | |

| Depreciation and amortization | | | | | 111,823 | | | | | | 96,552 | | | | | | 82,355 | |

| Loss on early retirement of debt | | | | | \- | | | | | | \- | | | | | | 11,350 | |

For merchandise inventories, cost is determined through the use of the last-in, first-out (LIFO) method for financial and income tax reporting applied to inventory values determined primarily by our FIFO accounting system for warehouse inventories and the retail inventory method (RIM) for store inventories, except for cigarettes, beer, pop, and prepared foods, which are valued at cost.

RIM is an averaging method widely used in the retail industry because of its practicality.

Under RIM, inventory valuations are at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to sales.

Inherent in the RIM calculations are certain management judgments and estimates that could affect the ending inventory valuation at cost and the resulting gross margins.

Renewable Identification Numbers (RINs) are recorded as a reduction in cost of sales in the period when the Company commits to a price and agrees to sell all of the RINs earned during a specified period (currently the previous month).

The Company monitors stores and will accelerate depreciation if the expected life of the asset is reduced due to the operation of the store or the Company’s plans.

Self-insurance The Company is primarily self-insured for workers’ compensation, general liability, and automobile claims.

The self-insurance claim liability is determined actuarially at each year end based on claims filed and an estimate of claims incurred but not yet reported.

Actuarial projections of the losses are employed due to the high degree of variability in the liability estimates.

Some factors affecting the uncertainty of claims include the development time frame, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends.

The liability is not discounted.

The balance of our self-insurance reserves were $24,039 and $23,701 for the years ended April 30, 2013 and 2012, respectively.

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

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

The Company did not have any other comprehensive income (loss) during the years ended April 30, 2013, 2012, or 2011.

Of the 34 stores acquired, 26 were opened during the 2013 fiscal year, six were closed permanently and two will be opened during the 2014 fiscal year.

The acquisitions meet the criteria to be considered business combinations.

| Inventories | | $ | | | 2,498 | |

| Goodwill | | | | | 10,405 | |

| | | | | 2013 | | | | 2012 | | |

| Total revenue | | $ | | | 7,321,715 | | | | 7,119,777 | |

| Net income | | $ | | | 112,161 | | | | 119,729 | |

| Net income per common share | | | | | | | | | | |

| Basic | | $ | | | 2.93 | | | | 3.15 | |

| Diluted | | $ | | | 2.90 | | | | 3.12 | |

| | | | | 2013 | | | | 2012 | | |

| | | $ | | | 653,081 | | | | 667,930 | |

The interest rate applicable to the third Note was also 1.000% over the Index, resulting in a rate of 1.160% per annum.

As described in Note 11, this third Note was cancelled on June 17, 2013.

| 2014 | | $ | | | 15,810 | |

| 2015 | | | | | 492 | |

| 2016 | | | | | 15,334 | |

| 2017 | | | | | 15,309 | |

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June 26, 2012

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

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

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

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

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

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

| Balance at April 30, 2009 | | $ | | | 60,804 | | | $ | | | 660,226 | | | $ | | | 721,030 | |

| Net earnings | | | | | \- | | | | | | 116,962 | | | | | | 116,962 | |

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

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

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.

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.

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.

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

than its book value.

If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current GAAP must be completed; otherwise, goodwill is deemed to be not impaired and no further testing is required until the next annul test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business).

The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value.

It is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, but early adoption is permitted.

We do not expect it to have a material impact on our consolidated financial statements.

| | | | | | | |

| Inventories | | $ | | | 2,947 | |

| Goodwill | | | | | 16,364 | |

| Total revenue | | $ | | | 7,021,256 | | | | 5,790,215 | |

| Net earnings | | $ | | | 117,727 | | | | 99,138 | |

| Basic | | $ | | | 3.09 | | | | 2.34 | |

| Diluted | | $ | | | 3.07 | | | | 2.33 | |

| | | | | | 678,667 | | | | 679,847 | |

| | | $ | | | 667,930 | | | | 678,680 | |

| 2013 | | $ | | | 10,737 | |

| 2014 | | | | | 15,759 | |

| 2015 | | | | | 439 | |

| 2016 | | | | | 15,278 | |

| 2017 | | | | | 15,250 | |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, [removed: 2012.][added: 2013.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in _Internal Control—Integrated [removed: Framework_.][added: Framework (1992)_.]

On the basis of the prescribed criteria, management believes the Company’s internal control over financial reporting was effective as of April 30, [removed: 2012.][added: 2013.]

This report appears on page [removed: 29.][added: 30.]

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: 2012] [added: 2013] and to be used in connection with the Company’s [removed: 2012] [added: 2013] Annual Meeting of Shareholders are hereby incorporated by reference.

The Financial Code of Ethics, the Code of Business Conduct and Ethics, and other Company governance materials are available [removed: on] [added: under] the [removed: Investor Relations] [added: Corporate Governance] link of the Company Web site at www.caseys.com.

The documents are on the right hand portion of the page under Corporate Governance.

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: 2012] [added: 2013] and to be used in connection with the Company’s [removed: 2012] [added: 2013] 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: 2012] [added: 2013] and to be used in connection with the Company’s [removed: 2012] [added: 2013] 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: 2012] [added: 2013] and to be used in connection with the Company’s [removed: 2012] [added: 2013] 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: 2012] [added: 2013] and to be used in connection with the Company’s [removed: 2012] [added: 2013] Annual Meeting of Shareholders is hereby incorporated by reference.

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

[removed: | | |] Consolidated Balance Sheets, April 30, [removed: 2012] [added: 2013] and [removed: 2011 |][added: 2012]

[removed: | | |] Consolidated Statements of [removed: Earnings,] [added: Income,] Three Years Ended April 30, [removed: 2012 |][added: 2013]

[removed: | | |] Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2012 |][added: 2013]

[removed: | | |] Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2012 |][added: 2013]

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

| 3.2(a) | | Second Amended and Restated By-laws _(incorporated by reference from the Current Report on Form 8-K filed June 16, 2009)_ and Amendments thereto [removed: _(__incorporated] [added: (_incorporated] by reference from the Current [removed: Report] [added: Reports] on Form 8-K filed May 20, [added: 2011, August 2,] 2011 and the Current Report on Form 8-K filed June 22, [removed: 2012_)] [added: 2012)_] |

| 10.22(a)* | | 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, 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* | | 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, 1994_) and related form of Grant Agreement _(incorporated by reference from the Current Report on Form 8-K filed May 3, 2005)_ |

| 10.28(b) | | Promissory Notes delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated May 23, 2011 [removed: _(incorporated] [added: (_incorporated] by reference from the Current [removed: Report] [added: Reports] on Form 8-K filed May 23, [removed: 2011)_] [added: 2011, February 12, 2013 and June 18, 2013)_] |

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

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Robert J. Myers |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ William J. Walljasper |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Kenneth H. Haynie |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Johnny Danos |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Diane C. Bridgewater |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Jeffrey M. Lamberti |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ Richard Wilkey |

| Date: June [removed: 26, 2012] [added: 27, 2013] | | | | By | | /s/ H. Lynn Horak |

| 4.10 | | Note Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (_incorporated by reference from the Current Report on Form 8-K filed June 18, 2013_) |

| Date: June 27, 2013 | | | | By | | /s/ Robert J. Myers |

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

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

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