Casey's (CASY) 10-K risk factor changes: FY2014 vs FY2013

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

These nontraditional [removed: gasoline] [added: fuel] retailers have obtained a significant share of the motor fuels market, and their market share is expected to grow.

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

Over the past three fiscal years, on average our [removed: gasoline] [added: fuel] revenues accounted for approximately 72% of total revenue and our [removed: gasoline] [added: fuel] gross profit accounted for approximately [removed: 5%] [added: 22%] of total gross profit.

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

Increases in the retail price of petroleum products have resulted and could in the future adversely affect consumer demand for [removed: gasoline.][added: fuel.]

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

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

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 [removed: gasoline.][added: fuel.]

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

A significant percentage of our [removed: gasoline] [added: fuel] sales are made with the use of credit cards.

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

We include these rebates as a component of [added: cost of goods sold, which affects] our gross margin from sales of cigarettes.

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.]

Consequently, we may become a party to individual personal injury, bad fuel, [removed: products] [added: product] liability and other legal actions in the ordinary course of our business.

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 [removed: industry.Certain claims asserted in these lawsuits, if resolved against us, could give rise to substantial damages.][added: industry.]

These factors can lead to sales declines in both [removed: gasoline] [added: fuel] and general merchandise, and in turn have an adverse impact on our business, financial condition and results of operations.

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 [removed: cheese] [added: cheese, coffee] and [removed: coffee,] [added: meat,] can fluctuate widely from period to period and have a significant impact on the Company’s financial results for a particular period or periods.

[removed: In recent months, the] [added: The] market prices of RINs have increased [removed: significantly,] [added: significantly in fiscal 2014 relative to fiscal 2013,] with a corresponding benefit to the Company’s gross profits from the retail sales of [removed: gasoline.][added: fuel.]

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 [removed: impact] [added: effect] on the Company’s results of operations in a particular period or periods.

From May 1, [removed: 2012] [added: 2013] through April 30, [removed: 2013] [added: 2014] we acquired and opened [removed: 26] [added: 25] convenience stores.

Such cost [removed: increase] [added: increases] or the penalties for failing to comply with such statutory minimum could adversely affect our business, financial condition, and results of operations.

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 [removed: conditions] [added: condition] and results of operations.

For example, Section 409.1110 of the Iowa Business Corporation Act prohibits publicly held Iowa corporations to which it applies from engaging in a [removed: _business combination_] [added: business combination] with an [removed: _interested shareholder_] [added: interested shareholder] for a period of three years after the date of the transaction in which the person became an interested shareholder unless the business combination is approved in a prescribed manner.

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

Our business and our reputation could be adversely affected by the failure to protect sensitive customer, employee or vendor data, whether as a result of cybersecurity attacks or otherwise, or to comply with applicable regulations relating to data security and privacy.

In the normal course of our business as a motor fuel and merchandise retailer, we obtain large amounts of personal data, including credit and debit card information from our customers.

While we have invested significant amounts in the protection of our IT systems and maintain what we believe are adequate security controls over individually identifiable customer, employee and vendor data provided to us, a breakdown or a breach in our systems that results in the unauthorized release of individually identifiable customer or other sensitive data could nonetheless occur and have a material effect on our reputation, operating results and financial condition.

Cyberattacks are rapidly evolving and becoming increasingly sophisticated.

A successful cyberattack resulting in the loss of sensitive customer, employee or vendor data could adversely affect our reputation, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties.

Moreover, a security breach could require that we expend significant additional resources to further upgrade the security measures that we employ to guard against cyberattacks.

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

On April 30, [removed: 2013,] [added: 2014,] there were a total of [removed: 1,749] [added: 1,808] stores in operation.

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

We derive our revenue from the retail sale of [removed: gasoline] [added: fuel] and the products offered in our stores.

Approximately [removed: 59%] [added: 58%] of all Casey’s General Stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of all stores are located in communities with populations exceeding 20,000 persons.

At April 30, [removed: 2013,] [added: 2014,] the Company owned the land at [removed: 1,729] [added: 1,787] store locations and the buildings at [removed: 1,734] [added: 1,792] locations, and leased the land at [removed: 20] [added: 21] locations and the buildings at [removed: 15] [added: 16] locations.

During the fourth quarter of fiscal [removed: 2013,] [added: 2014,] the Company earned [removed: $0.60] [added: $0.59] in diluted earnings per share compared to $0.60 per share for the same quarter a year ago.

Fiscal [removed: 2013] [added: 2014] diluted earnings per share were [removed: $2.86] [added: $3.46] versus [removed: $3.04] [added: $2.86] for the prior year.

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

During the [removed: 2013] [added: 2014] fiscal year, we acquired and opened [removed: 26] [added: 25] convenience stores from other parties and completed [removed: 31] [added: 44] new store constructions.

In addition to this activity, the Company also replaced [removed: 26] [added: 20] stores and closed [removed: seven] [added: 12] stores during the year.

The fourth quarter results reflected a [removed: 1%] [added: 1.8%] increase in same-store [removed: gasoline] [added: fuel] gallons sold, with an average margin of approximately [removed: 17] [added: 13.8] cents per gallon.

The Company’s fourth quarter [removed: gas] [added: fuel] margin was helped by our ability to sell approximately [removed: 10.3] [added: 12.1] million renewable fuel credits for [removed: $4,800.][added: $5,700.]

For the fiscal year, same-store gallons increased [removed: 0.1%] [added: 3.1%] with an average margin of [removed: 15.2] [added: 16.8] cents per gallon.

Same store sales of grocery and other merchandise [removed: decreased 0.2%] [added: increased 7.2%] and prepared foods and fountain increased [removed: 4.4%] [added: 12.1%] during the fourth quarter of fiscal [removed: 2013.][added: 2014.]

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

Total revenue for fiscal 2013 increased 3.8% to $7,250,840, primarily due to an increase in the number of gallons [removed: sold,] [added: sold (which generated an additional $200,924),] and an increase in inside sales (grocery & other merchandise and prepared food & [removed: fountain).][added: fountain) (a $118,928 increase).]

This was partially offset by a 1.3% decrease in average [removed: gas prices.][added: fuel prices (amounting to a $64,078 decrease).]

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

The [removed: gas] [added: fuel] 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.

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

Fiscal [removed: 2012] [added: 2014] Compared with Fiscal [removed: 2011][added: 2013]

Total revenue for fiscal [removed: 2012] [added: 2014] increased [removed: 24%] [added: 8.1%] to [removed: $6,987,804,] [added: $7,840,255,] primarily due to [removed: a 20.3% increase in average gas prices,] an increase in the number of gallons [removed: sold,] [added: sold (which generated an additional $435,070),] and an increase in [removed: same-store] inside sales (grocery & other merchandise and prepared food & [removed: fountain).][added: fountain) (a $258,775 increase).]

Retail [removed: gasoline] [added: fuel] sales for the fiscal year were [removed: $5,092,311,] [added: $5,554,580,] an increase of [removed: 27.3%,] [added: 6.2%,] and gallons sold increased [removed: 5.9%] [added: 8.5%] to [removed: 1,476,154.][added: 1,665,600.]

Total gross profit margin was [removed: 14.4%] [added: 15.7%] for fiscal [removed: 2012] [added: 2014] compared with [removed: 15.6%] [added: 14.9%] for the prior year.

The prepared food & fountain margin decreased to [removed: 60.7%] [added: 61.1%] from [removed: 62.2%] [added: 61.8%] primarily due to the higher [removed: commodity] costs [added: of cheese and meat] during fiscal [removed: 2012.][added: 2014.]

The increase was due to capital expenditures made in fiscal [removed: 2012.][added: 2014.]

The effective tax rate decreased [removed: 100] [added: 190] basis points to [removed: 36.4%] [added: 34.9%] in fiscal [removed: 2012] [added: 2014] from [removed: 37.4%] [added: 36.8%] in fiscal [removed: 2011.][added: 2013.]

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

| | | | | [removed: 2013] | | [added: 2014] | | | | [removed: 2012] | | | | [added: 2013] | | [removed: 2011] | | | [added: | | | 2012 | | |]

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

| [removed: Gasoline] [added: Fuel] | | $ | | | [removed: 5,229,157] | | [added: 5,554,580] | [added: | |] $ | | | [removed: 5,092,311] | | [added: 5,229,157] | [added: | |] $ | | | [removed: 3,998,702] | | [added: 5,092,311 | |]

| Grocery & other merchandise | | | | | [removed: 1,418,711] | | [added: 1,583,234] | | | | [removed: 1,364,995] | | | | [added: 1,418,711] | | [removed: 1,195,613] | | [added: | | | | 1,364,995 | |]

| Prepared food & fountain | | | | | [removed: 564,924] | | [added: 659,176] | | | | [removed: 499,712] | | | | [added: 564,924] | | [removed: 415,240] | | [added: | | | | 499,712 | |]

| Other | | | | | [removed: 38,048] | | [added: 43,265] | | | | [removed: 30,786] | | | | [added: 38,048] | | [removed: 25,685] | | [added: | | | | 30,786 | |]

| | | [added: | | | |] $ | [added: 7,840,255] | | [removed: 7,250,840] | | | [removed: $] | | [added: $] | [removed: 6,987,804] [added: 7,250,840] | | | $ | | | [removed: 5,635,240] | | [added: 6,987,804 | |]

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

| [removed: Gasoline] [added: Fuel] | | $ | | | [removed: 232,718] | | [added: 280,115] | [added: | |] $ | | | [removed: 226,559] | | [added: 232,718] | [added: | |] $ | | | [removed: 212,038] | | [added: 226,559 | |]

| Grocery & other merchandise | | | | | [removed: 462,663] | | [added: 507,936] | | | | [removed: 443,245] | | | | [added: 462,663] | | [removed: 385,250] | | [added: | | | | 443,245 | |]

| Prepared food & fountain | | | | | [removed: 348,993] | | [added: 402,996] | | | | [removed: 303,159] | | | | [added: 348,993] | | [removed: 258,151] | | [added: | | | | 303,159 | |]

| Other | | | | | [removed: 37,991] | | [added: 43,212] | | | | [removed: 30,727] | | | | [added: 37,991] | | [removed: 25,628] | | [added: | | | | 30,727 | |]

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

Inside sales increased 13% to $2,242,410, primarily a result of an $83,454 increase from the rollout and expansion of our operating initiatives in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels), and a $79,743 increase from stores that were built or acquired after April 30, 2012.

The fuel margin increased to 5.0% in fiscal 2014 from 4.5% in fiscal 2013 primarily due to the increase in the value of the renewable fuel credits sold.

The grocery & other merchandise margin decreased to 32.1% in fiscal 2014 from 32.6% in fiscal 2013 primarily due to the cigarette retail price adjustments made during last fiscal year.

Operating expenses increased 12.7% ($96,932) in fiscal 2014 primarily due to an increase from stores built or acquired after April 30, 2012 ($31,061), and the expansion of our operating initiatives noted above ($29,511).

The operating expense ratio also increased to 10.9% of total revenue in fiscal 2014 from 10.5% in the prior year.

Depreciation and amortization expense increased 17.3% to $131,160 in fiscal 2014 from $111,823 in fiscal 2013.

The decrease in the effective tax rate was primarily due to out of period adjustments to correct accumulated variances in deferred taxes ($2,760).

Net income increased to $134,514 in fiscal 2014 from $110,625 in fiscal 2013.

The increase was due primarily to the increase in inside sales, the increase in the number of fuel gallons sold and the increase in the fuel gross profit margin due to the increase of the renewable fuel credits sold.

However, this was partially offset by the decreases in gross profit margins from inside sales, an increase in the operating expenses, and an increase in depreciation and amortization.

Inside sales increased 6.4% to $1,983,635, primarily the result of a $62,608 increase from stores that were built or acquired after April 30, 2011, and a $46,867 increase from the rollout and expansion of our operating initiatives in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels).

Operating expenses increased 10.4% ($71,934) in fiscal 2013 primarily due to the expansion of our operating initiatives noted above ($27,996) along with an increase from stores built or acquired after April 30, 2011 ($23,303).

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

| | | 2014 | | | | 2013 | | | | 2012 | | |

| (1) | The 3.1% growth in the fuel gallons in 2014 as compared to 2013 was due primarily to the growth in the fuel saver program. |

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| (2) | The increase in same store grocery and other merchandise in 2014 is due primarily to the continued rollout of store initiatives, expanded hours and major store remodels. In comparing grocery and other merchandise same store sales growth from 2013 to 2012, the primary reason for the 5.9% decrease was due to a challenging cigarette environment driven by updates to vendor pricing programs and an increase in certain state excise taxes. |

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| (3) | The increase in same store prepared food and fountain in 2014 compared to 2013 is due primarily to the continued rollout of the expanded hour, pizza delivery and major store remodel initiatives. In comparing prepared food and fountain from 2013 to 2012, the primary reason for the decrease of 5.7% relates to challenging weather conditions in multiple quarters of 2013 as compared to 2012. |

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Use of Non-GAAP Measures

We define EBITDA as net income before net interest expense, depreciation and amortization, and income taxes.

Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges.

Both EBITDA and Adjusted EBITDA are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, and assessing store performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data.

These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.

We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies.

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.

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.

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 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.

Higher retail gasoline prices resulted in higher sales, which decreased the operating expense ratio to 9.9% of total revenue in fiscal 2012 from 10.8% in the prior year.

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

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 income 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.

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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.

We recorded impairment charges of $3,680 in fiscal 2013, $226 in fiscal 2012, and $348 in fiscal 2011.

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| 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 | |

Gasoline Operations

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2013] [added: 2014] would have no material effect on pretax earnings.

[removed: However, we] [added: We] do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee.

In the past, we have used derivative instruments such as options and futures to hedge against the volatility of gasoline cost and were at risk for possible changes in the market value of those derivative instruments.

No such derivative instruments were used during fiscal year 2013, 2012, or 2011.

Casey’s General Stores, Inc. [added: (“Casey’s”)] and its wholly owned subsidiaries [removed: (the Company/Casey’s/we)] [added: (Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”)] operate convenience stores under the name “Casey’s General Store” [added: (hereinafter referred to as “Casey’s Store” or “Stores”)] in [removed: 14] [added: fourteen] Midwestern states, primarily in Iowa, Missouri, and Illinois.

In addition, all [added: but one] Casey’s stores offer [removed: gasoline] [added: fuel] for sale on a self-service basis.

On April 30, [removed: 2013,] [added: 2014,] there were a total of [removed: 1,749] [added: 1,808] stores in operation.

There were [removed: 31] [added: 44] stores newly constructed and [removed: 26 acquired stores opened in fiscal 2013, and seven stores were] [added: we] closed [added: 12 stores] in fiscal [removed: 2013.][added: 2014.]

Approximately [removed: 59%] [added: 58%] of all our stores are located in areas with populations of fewer than 5,000 persons, while approximately 16% of our stores are located in communities with populations exceeding 20,000 persons.

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

Additionally, you can go to our website to read our Financial Code of [removed: Ethics and] [added: Ethics, Corporate Governance Guidelines,] Code of [removed: Conduct; we intend to post disclosure of any waivers to the Code.][added: Conduct, and committee charters.]

The Company derives its revenue primarily from the retail sale of [removed: gasoline] [added: fuel] and the products offered in our stores.

In warmer weather, customers tend to purchase greater quantities of [removed: gasoline] [added: fuel] and certain convenience items such as beer, [removed: soft drinks,] [added: pop,] and ice.

Casey’s Retail Company was organized as an Iowa corporation in April [removed: 2004 and] [added: 2004,] CGS Sales Corp. was organized as an Iowa [removed: Corporation] [added: corporation] in 2008, and [removed: both are also wholly-owned subsidiaries of Casey’s.][added: Tobacco City, Inc. was organized as an Iowa corporation in 2014.]

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

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

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

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

Our nonfood items include tobacco products, health and beauty aids, school supplies, housewares, pet supplies, [removed: photo supplies,] and automotive products.

All [added: but one] Casey’s General Stores offer gasoline or [removed: gasohol] [added: diesel] for sale on a self-service basis.

The gasoline and [removed: gasohol] [added: diesel] generally are sold under the Casey’s name.

As of April 30, [removed: 2013,] [added: 2014,] the Company was selling donuts prepared on store premises in approximately 98% of our stores in addition to cookies, brownies, and Danish.

We began marketing made-from-scratch pizza in 1984, and it is available in [removed: 1,706] [added: 1,768] stores (98%) as of April 30, [removed: 2013.][added: 2014.]

Although pizza is our most popular prepared food offering, we continue to expand our prepared food product line, which now includes ham and cheese sandwiches, pork and chicken fritters, sausage sandwiches, chicken tenders, [added: pizza rolls,] popcorn chicken, breakfast croissants and biscuits, breakfast pizza, hash browns, quarter-pound hamburgers and cheeseburgers, and potato cheese bites.

In the last three fiscal years, retail sales of [removed: nongasoline] [added: nonfuel] items have generated about 28% of our total revenue, but they have resulted in approximately [removed: 74%] [added: 78%] of our gross profits.

Gross profit margins on prepared food items averaged approximately [removed: 62%] [added: 61%] during the three fiscal years ended April 30, [removed: 2013—substantially] [added: 2014—substantially] higher than the gross profit margin on retail sales of [removed: gasoline,] [added: fuel,] which averaged approximately 5%.

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

The [removed: recent] [added: latest] 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.

Each new store typically includes 4 to 8 islands of [removed: gasoline] [added: fuel] dispensers and storage tanks with capacity for 30,000 to 50,000 gallons of [removed: gasoline.][added: fuel.]

We also currently operate approximately [removed: 550] [added: 725] stores on a 24-hour basis.

[removed: Gasoline] [added: Fuel] sales are an important part of our revenue and earnings.

Approximately [removed: 72%] [added: 71%] of Casey’s total revenue for the year ended April 30, [removed: 2013] [added: 2014] was derived from the retail sale of [removed: gasoline.][added: fuel.]

The following table summarizes [removed: gasoline] [added: (dollars and gallons in thousands) fuel] sales for the three fiscal years ended April 30, [removed: 2013:][added: 2014:]

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Percentage of total revenue | | | [removed: 72.1%] [added: 70.8%] | | | | [removed: 72.9%] [added: 72.1%] | | | | [removed: 71.0%] [added: 72.9%] | |

| Gross profit percentage (excluding credit card fees) | | | [removed: 4.5%] [added: 5.0%] | | | | [removed: 4.4%] [added: 4.5%] | | | | [removed: 5.3%] [added: 4.4%] | |

| Average retail price per gallon | | | [removed: $3.41] [added: $3.33] | | | | [removed: $3.45] [added: $3.41] | | | | [removed: $2.87] [added: $3.45] | |

| Average gross profit margin per gallon (excluding credit card fees) | | | [removed: 15.16¢] [added: 16.82] | [added: ¢] | | | [removed: 15.35¢] [added: 15.16] | [added: ¢] | | | [removed: 15.21¢] [added: 15.35] | [added: ¢] |

| Average number of gallons sold per store* | | | [removed: 883,094] [added: 932] | | | | [removed: 870,195] [added: 883] | | | | [removed: 868,790] [added: 870] | |

Retail prices of [removed: gasoline] [added: fuel] decreased slightly during the year ended April 30, [removed: 2013.][added: 2014.]

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

For additional information concerning the Company’s [removed: gasoline] [added: fuel] operations, see Item 7 herein.

In fiscal [removed: 2013,] [added: 2014,] we purchased directly from manufacturers a majority of the food and nonfood items sold from our Distribution Center.

On April 30, [removed: 2013,] [added: 2014,] we had [removed: 10,876] [added: 12,098] full-time employees and [removed: 16,203] [added: 17,651] part-time employees.

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

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

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

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

Fuel Operations

| Number of gallons sold | | | 1,665,600 | | | | 1,535,140 | | | | 1,476,154 | |

| Total retail fuel sales | | $ | 5,554,580 | | | $ | 5,229,157 | | | $ | 5,092,311 | |

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

This second distribution center will enable us to expand our territory while at the same time provide a more efficient distribution system to our existing stores.

Gasoline Operations

| Number of gallons sold | | | 1,535,139,547 | | | | 1,476,153,594 | | | | 1,394,456,573 | |

| Total retail gasoline sales | | | $5,229,156,777 | | | | $5,092,310,886 | | | | $3,998,702,258 | |

For the Fiscal Year Ended April 30, [removed: 2013][added: 2014]

[removed: As of October 31, 2012, the] [added: The] aggregate market value of the registrant’s common stock held by non-affiliates [added: as] of [removed: the registrant] [added: October 31, 2013,] was approximately [removed: $1,891,311,000] [added: $ 2.6 billion] based on the closing sales price [removed: ($51.55] [added: ($72.88] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June [removed: 24, 2013] [added: 23, 2014] | | |

| Common Stock, no par value per share | | [removed: 38,387,109] [added: 37,882,157] 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: 2013.][added: 2014.]

| PART I | | ITEM 1. | | [removed: [Business](#tx560951_1)] [added: [Business](#tx751155_1)] | | | 3 | |

| | | ITEM 1A. | | [Risk [removed: Factors](#tx560951_2)] [added: Factors](#tx751155_2)] | | | 8 | |

| | | ITEM 1B. | | [Unresolved Staff [removed: Comments](#tx560951_3)] [added: Comments](#tx751155_3)] | | | [removed: 14] [added: 15] | |

| | | ITEM 2. | | [removed: [Properties](#tx560951_4)] [added: [Properties](#tx751155_4)] | | | [removed: 15] [added: 16] | |

| | | ITEM 3. | | [Legal [removed: Proceedings](#tx560951_5)] [added: Proceedings](#tx751155_5)] | | | [removed: 15] [added: 16] | |

| | | ITEM 4. | | [Mine Safety [removed: Disclosures](#tx560951_6)] [added: Disclosures](#tx751155_6)] | | | [removed: 15] [added: 16] | |

| PART II | | ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#tx560951_7)] [added: Securities](#tx751155_7)] | | | [removed: 16] [added: 17] | |

| | | ITEM 6. | | [Selected Financial [removed: Data](#tx560951_8)] [added: Data](#tx751155_8)] | | | [removed: 17] [added: 18] | |

| | | ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx560951_9)] [added: Operations](#tx751155_9)] | | | [removed: 18] [added: 19] | |

| | | ITEM 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx560951_10)] [added: Risk](#tx751155_10)] | | | [removed: 29] [added: 31] | |

| | | ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#tx560951_11)] [added: Data](#tx751155_11)] | | | [removed: 30] [added: 32] | |

| | | ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx560951_12)] [added: Disclosure](#tx751155_12)] | | | [removed: 51] [added: 54] | |

| | | ITEM 9A. | | [Controls and [removed: Procedures](#tx560951_13)] [added: Procedures](#tx751155_13)] | | | [removed: 51] [added: 54] | |

| | | ITEM 9B. | | [Other [removed: Information](#tx560951_14)] [added: Information](#tx751155_14)] | | | [removed: 51] [added: 54] | |

| PART III | | ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx560951_15)] [added: Governance](#tx751155_15)] | | | [removed: 52] [added: 55] | |

| | | ITEM 11. | | [Executive [removed: Compensation](#tx560951_16)] [added: Compensation](#tx751155_16)] | | | [removed: 52] [added: 55] | |

| | | ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx560951_17)] [added: Matters](#tx751155_17)] | | | [removed: 52] [added: 55] | |

| | | ITEM 13. | | [Certain Relationships and Related Transactions and Director [removed: Independence](#tx560951_18)] [added: Independence](#tx751155_18)] | | | [removed: 52] [added: 55] | |

| | | ITEM 14. | | [Principal Accountant Fees and [removed: Services](#tx560951_19)] [added: Services](#tx751155_19)] | | | [removed: 52] [added: 55] | |

| PART IV | | ITEM 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx560951_20)] [added: Schedules](#tx751155_20)] | | | [removed: 53] [added: 56] | |

10-K 1 d751155d10k.htm 10-K

| | | | | [Signatures](#tx751155_21) | | | 58 | |

10-K 1 d560951d10k.htm FORM 10-K

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

On April 30, [removed: 2013,] [added: 2014,] we also owned the land at [removed: 1,729] [added: 1,787] store locations and the buildings at [removed: 1,734] [added: 1,792] locations and leased the land at [removed: 20] [added: 21] locations and the buildings at [removed: 15] [added: 16] locations.

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

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

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

The [removed: 38,352,509] [added: 38,507,387] shares of common stock outstanding at April 30, [removed: 2013] [added: 2014] had a market value of approximately [removed: $2.2] [added: $2.6] billion.

On that date there were [removed: 1,860] [added: 1,793] shareholders of record.

| Calendar [removed: 2011] [added: 2012] | | High | | Low | | Calendar [removed: 2012] [added: 2013] | | High | | Low | | Calendar [removed: 2013] [added: 2014] | | High | | Low |

| 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] | | Q1 | | $ [removed: 59.00] [added: 70.95] | | $ [removed: 51.45] [added: 64.84] |

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal [removed: 2013] [added: 2014] totaled [removed: $0.66] [added: $0.72] per share.

The dividends paid in fiscal [removed: 2012] [added: 2013] totaled [removed: $0.60] [added: $0.66] per share.

On June [removed: 7, 2013,] [added: 6, 2014,] the Board of Directors declared a quarterly dividend of [removed: $0.18] [added: $0.20] payable August 15, [removed: 2013] [added: 2014] to shareholders of record on August 1, [removed: 2013.][added: 2014.]

The cash dividends declared during the calendar years [removed: 2011-13] [added: 2012-14] were as follows:

| Calendar [removed: 2011] [added: 2012] | | | | Cash dividend declared | | Calendar [removed: 2012] [added: 2013] | | | | Cash dividend declared | | Calendar [removed: 2013] [added: 2014] | | | | Cash dividend declared |

| Q1 | | $ | | [removed: 0.135] [added: 0.15] | | Q1 | | $ | | [removed: 0.15] [added: 0.165] | | Q1 | | $ | | [removed: 0.165] [added: 0.18] |

| [removed: Q2] [added: Q3] | | | | [removed: 0.15] [added: 0.165] | | [removed: Q2] [added: Q3] | | | | [removed: 0.165] [added: 0.18] | | [removed: Q2] | | | | [removed: 0.18] |

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

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

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

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

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

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

| 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 | | | | | | |

| Q3 | | | | 0.15 | | Q3 | | | | 0.165 | | | | | | |

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

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

| | | | | | | [removed: 2013] [added: 2014] | | | | | | | | [removed: 2012] [added: 2013] | | | | | | | | [removed: 2011] [added: 2012] | | | | | | | | [removed: 2010] [added: 2011] | | | | | | | | [removed: 2009] [added: 2010] | | |

| Total revenue | | $ | | | | | [removed: 7,250,840] [added: 7,840,255] | | | [removed: $] [added: $] | | | | | [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] | | | [removed: $] [added: $] | | | | | [removed: 4,690,525] [added: 4,637,087] | |

| Cost of goods sold | | | | | | | [removed: 6,168,475] [added: 6,605,996] | | | | | | | | [removed: 5,984,114] [added: 6,168,475] | | | | | | | | [removed: 4,754,173] [added: 5,984,114] | | | | | | | | [removed: 3,844,735] [added: 4,754,173] | | | | | | | | [removed: 3,966,919] [added: 3,844,735] | |

| Gross profit | | | | | | | [removed: 1,082,365] [added: 1,234,259] | | | | | | | | [removed: 1,003,690] [added: 1,082,365] | | | | | | | | [removed: 881,067] [added: 1,003,690] | | | | | | | | [removed: 792,352] [added: 881,067] | | | | | | | | [removed: 723,606] [added: 792,352] | |

| Operating expenses | | | | | | | [removed: 760,365] [added: 857,297] | | | | | | | | [removed: 688,431] [added: 760,365] | | | | | | | | [removed: 607,628] [added: 688,431] | | | | | | | | [removed: 526,291] [added: 607,628] | | | | | | | | [removed: 504,449] [added: 526,291] | |

| Depreciation and amortization | | | | | | | [removed: 111,823] [added: 131,160] | | | | | | | | [removed: 96,552] [added: 111,823] | | | | | | | | [removed: 82,355] [added: 96,552] | | | | | | | | [removed: 73,546] [added: 82,355] | | | | | | | | [removed: 69,451] [added: 73,546] | |

| Interest, net | | | | | | | [removed: 35,048] [added: 39,270] | | | | | | | | [removed: 35,192] [added: 35,048] | | | | | | | | [removed: 28,497] [added: 35,192] | | | | | | | | [removed: 10,933] [added: 28,497] | | | | | | | | [removed: 10,626] [added: 10,933] | |

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

| Income before income taxes | | | | | | | [removed: 175,129] [added: 206,532] | | | | | | | | [removed: 183,515] [added: 175,129] | | | | | | | | [removed: 151,237] [added: 183,515] | | | | | | | | [removed: 181,582] [added: 151,237] | | | | | | | | [removed: 139,080] [added: 181,582] | |

| Federal and state income taxes | | | | | | | [removed: 64,504] [added: 72,018] | | | | | | | | [removed: 66,724] [added: 64,504] | | | | | | | | [removed: 56,614] [added: 66,724] | | | | | | | | [removed: 64,620] [added: 56,614] | | | | | | | | [removed: 53,390] [added: 64,620] | |

| Net income | | $ | | | | | [removed: 110,625] [added: 134,514] | | | [removed: $] [added: $] | | | | | [removed: 116,791] [added: 110,625] | | | [removed: $] [added: $] | | | | | [removed: 94,623] [added: 116,791] | | | [removed: $] [added: $] | | | | | [removed: 116,962] [added: 94,623] | | | [removed: $] [added: $] | | | | | [removed: 85,690] [added: 116,962] | |

| Basic earnings per common share | | $ | | | | | [removed: 2.89] [added: 3.50] | | | [removed: $] [added: $] | | | | | [removed: 3.07] [added: 2.89] | | | [removed: $] [added: $] | | | | | [removed: 2.24] [added: 3.07] | | | [removed: $] [added: $] | | | | | [removed: 2.30] [added: 2.24] | | | [removed: $] [added: $] | | | | | [removed: 1.69] [added: 2.30] | |

| Diluted earnings per common share | | $ | | | | | [removed: 2.86] [added: 3.46] | | | [removed: $] [added: $] | | | | | [removed: 3.04] [added: 2.86] | | | [removed: $] [added: $] | | | | | [removed: 2.22] [added: 3.04] | | | [removed: $] [added: $] | | | | | [removed: 2.29] [added: 2.22] | | | [removed: $] [added: $] | | | | | [removed: 1.68] [added: 2.29] | |

| Weighted average number of common shares outstanding—basic | | | | | | | [removed: 38,297] [added: 38,458] | | | | | | | | [removed: 38,068] [added: 38,297] | | | | | | | | [removed: 42,285] [added: 38,068] | | | | | | | | [removed: 50,899] [added: 42,285] | | | | | | | | [removed: 50,787] [added: 50,899] | |

| Weighted average number of common shares outstanding—diluted | | | | | | | [removed: 38,620] [added: 38,868] | | | | | | | | [removed: 38,392] [added: 38,620] | | | | | | | | [removed: 42,567] [added: 38,392] | | | | | | | | [removed: 51,053] [added: 42,567] | | | | | | | | [removed: 50,917] [added: 51,053] | |

| Dividends paid per common share | | $ | | | | | [removed: 0.66] [added: .72] | | | [removed: $] [added: $] | | | | | [removed: 0.60] [added: 0.66] | | | [removed: $] [added: $] | | | | | [removed: 0.505] [added: 0.60] | | | [removed: $] [added: $] | | | | | [removed: 0.34] [added: 0.505] | | | [removed: $] [added: $] | | | | | [removed: 0.30] [added: 0.34] | |

| Current assets | | $ | | | | | [removed: 272,817] [added: 378,144] | | | $ | | | | | [removed: 279,278] [added: 272,817] | | | $ | | | | | [removed: 293,887] [added: 279,278] | | | $ | | | | | [removed: 310,085] [added: 293,887] | | | $ | | | | | [removed: 284,727] [added: 310,085] | |

| Total assets | | | | | | | [removed: 1,984,018] [added: 2,293,462] | | | | | | | | [removed: 1,774,815] [added: 1,984,018] | | | | | | | | [removed: 1,610,955] [added: 1,774,815] | | | | | | | | [removed: 1,388,775] [added: 1,610,955] | | | | | | | | [removed: 1,262,695] [added: 1,388,775] | |

| Current liabilities | | | | | | | [removed: 397,748] [added: 362,943] | | | | | | | | [removed: 306,641] [added: 397,748] | | | | | | | | [removed: 294,500] [added: 306,641] | | | | | | | | [removed: 240,886] [added: 294,500] | | | | | | | | [removed: 221,243] [added: 240,886] | |

| Long-term debt, net of current maturities | | | | | | | [removed: 653,081] [added: 853,642] | | | | | | | | [removed: 667,930] [added: 653,081] | | | | | | | | [removed: 678,680] [added: 667,930] | | | | | | | | [removed: 154,754] [added: 678,680] | | | | | | | | [removed: 167,887] [added: 154,754] | |

| Shareholders’ equity | | | | | | | [removed: 602,295] [added: 719,866] | | | | | | | | [removed: 506,041] [added: 602,295] | | | | | | | | [removed: 403,896] [added: 506,041] | | | | | | | | [removed: 824,319] [added: 403,896] | | | | | | | | [removed: 721,030] [added: 824,319] | |

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

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, [removed: 2013.][added: 2014.]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2013,] [added: 2014,] based on criteria established in _Internal Control—Integrated Framework (1992)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [added: _Management’s Annual Report on Internal Control over Financial Reporting_ included in] Item 9A (Controls and Procedures).

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

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: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, [removed: 2013,] [added: 2014,] 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: 2013,] [added: 2014,] based on criteria established in _Internal Control—Integrated Framework (1992)_ issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

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

| | | | | [removed: 2013] | | [added: 2014] | | | | [added: | | | | 2013 | | | | | | | |] 2012 | | |

| Assets | | | | | | | | | | | | | [added: | | | |]

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

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

| Receivables | | | | | [removed: 20,900] | | [added: 25,841] | | | | [removed: 21,700] | | [added: | | 20,900 | |]

| Inventories | | | | | [removed: 189,514] | | [added: 204,833] | | | | [removed: 170,794] | | [added: | | 189,514 | |]

| Prepaid expenses | | | | | [removed: 1,396] | | [added: 1,478] | | | | [removed: 1,298] | | [added: | | 1,396 | |]

| Deferred income taxes | | | | | [removed: 9,916] | | [added: 11,878] | | | | [removed: 13,143] | | [added: | | 9,916 | |]

| Income taxes receivable | | | | | [removed: 9,820] | | [added: 12,473] | | | | [removed: 16,424] | | [added: | | 9,820 | |]

| Total current assets | | | | | [removed: 272,817] | | [added: 378,144] | | | | [removed: 279,278] | | [added: | | 272,817 | |]

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

| Land | | | | | [removed: 431,523] | | [added: 490,005] | | | | [removed: 381,756] | | [added: | | 431,523 | |]

| Buildings and leasehold improvements | | | | | [removed: 904,732] | | [added: 1,004,263] | | | | [removed: 807,795] | | [added: | | 904,732 | |]

| Machinery and equipment | | | | | [removed: 1,182,470] | | [added: 1,330,697] | | | | [removed: 1,035,651] | | [added: | | 1,182,470 | |]

| Leasehold interest in property and equipment | | | | | [removed: 15,486] | | [added: 16,278] | | | | [removed: 14,545] | | [added: | | 15,486 | |]

| Less accumulated depreciation and amortization | | | | | [removed: 952,286] | | [added: 1,062,278] | | | | [removed: 860,998] | | [added: | | 952,286 | |]

| Net property and equipment | | | | | [removed: 1,581,925] | | [added: 1,778,965] | | | | [removed: 1,378,749] | | [added: | | 1,581,925 | |]

| Other assets, net of amortization | | | | | [removed: 14,485] | | [added: 15,947] | | | | [removed: 12,403] | | [added: | | 14,485 | |]

| Goodwill | | | | | [removed: 114,791] | | [added: 120,406] | | | | [removed: 104,385] | | [added: | | 114,791 | |]

| Total assets | | $ | | | [removed: 1,984,018] | | [added: 2,293,462] | [added: | |] $ | | | [removed: 1,774,815] | | [added: 1,984,018 | |]

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

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

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

| Current maturities of long-term debt | | | | | [removed: 15,810] | | [added: 553] | | | | [removed: 10,737] | | [added: | | 15,810 | |]

| Accounts payable | | | | | [removed: 232,913] | | [added: 250,807] | | | | [removed: 211,165] | | [added: | | 232,913 | |]

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

| Wages and related taxes | | | | | [removed: 16,221] | | [added: 27,411] | | | | [removed: 15,010] | | [added: | | 16,221 | |]

| Property taxes | | | | | [removed: 20,229] | | [added: 22,572] | | | | [removed: 19,111] | | [added: | | 20,229 | |]

| Insurance | | | | | [removed: 24,039] | | [added: 28,429] | | | | [removed: 23,701] | | [added: | | 24,039 | |]

| Other | | | | | [removed: 29,436] | | [added: 33,171] | | | | [removed: 26,917] | | [added: | | 29,436 | |]

| Total current liabilities | | | | | [removed: 397,748] | | [added: 362,943] | | | | [removed: 306,641] | | [added: | | 397,748 | |]

| Long-term debt, net of current maturities | | | | | [removed: 653,081] | | [added: 853,642] | | | | [removed: 667,930] | | [added: | | 653,081 | |]

| Deferred income taxes | | | | | [removed: 293,708] | | [added: 317,953] | | | | [removed: 260,405] | | [added: | | 293,708 | |]

June 27, 2014

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

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

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

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

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

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

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

| | | | | | | | 2,841,243 | | | | | | | | 2,534,211 | |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| Net income | | | | | | | \- | | | | | | | | 134,514 | | | | | | | | 134,514 | |

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

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

| Balance at April 30, 2014 | | $ | | | | | 33,878 | | | $ | | | | | 685,988 | | | | | | | $ | 719,866 | |

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

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

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

| Depreciation and amortization | | | | | | | 131,160 | | | | | | | | 111,823 | | | | | | | | 96,552 | |

| Loss on disposal of assets and impairment charges | | | | | | | 2,846 | | | | | | | | 4,788 | | | | | | | | 1,428 | |

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

| Payments for acquisitions of businesses, net of cash acquired | | | | | | | (31,584) | | | | | | | | (29,527) | | | | | | | | (39,444) | |

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

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

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

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

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

June 27, 2013

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

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

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

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

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

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

| Balance at April 30, 2010 | | $ | | | 64,439 | | | $ | | | 759,880 | | | $ | | | 824,319 | |

| Repurchase of common stock (13,157,894 shares) | | | | | (66,890) | | | | | | (434,136) | | | | | | (501,026) | |

| Loss (gain) on sale of property and equipment | | | | | 4,788 | | | | | | 1,428 | | | | | | (80) | |

| Payments for acquisition of businesses | | | | | (29,527) | | | | | | (39,444) | | | | | | (113,567) | |

| Repurchase of common stock | | | | | \- | | | | | | \- | | | | | | (501,026) | |

| Payments of prepayment penalties | | | | | \- | | | | | | \- | | | | | | (11,350) | |

| Cash and cash equivalents at beginning of year | | | | | 55,919 | | | | | | 59,572 | | | | | | 151,676 | |

Cash equivalents Cash equivalents consist of money market funds.

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.

| Gasoline | | | 87,262 | | | | 83,063 | |

Comprehensive income (loss) 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 shareholders’ equity.

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

| | | | | | | |

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

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

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

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

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

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

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

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

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

| Mortgage notes payable due in various installments through January 2013 with interest at 6% | | | | | 0 | | | | 22 | |

| | | | | | 668,891 | | | | 678,667 | |

| | | $ | | | 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 | |

[added: Managements Annual Report on Internal Control over Financial Reporting] Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, [removed: 2013.][added: 2014.]

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 Framework [removed: (1992)_.][added: (1992)._ On the basis of the prescribed criteria, management believes the Company’s internal control over financial reporting was effective as of April 30, 2014.]

This report appears on page [removed: 30.][added: 32.]

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

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: 2013] [added: 2014] and to be used in connection with the Company’s [removed: 2013] [added: 2014] 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: 2013] [added: 2014] and to be used in connection with the Company’s [removed: 2013] [added: 2014] Annual Meeting of Shareholders is hereby incorporated by reference.

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Shares Outstanding,” “Voting Procedures,” and “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2013] [added: 2014] and to be used in connection with the Company’s [removed: 2013] [added: 2014] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions” and “Governance of the Company” to be filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2013] [added: 2014] and to be used in connection with the Company’s [removed: 2013] [added: 2014] Annual Meeting of Shareholders is hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Independent Auditor Fees” to be filed with the Commission within 120 days after April 30, [removed: 2013] [added: 2014] and to be used in connection with the Company’s [removed: 2013] [added: 2014] Annual Meeting of Shareholders is hereby incorporated by reference.

Consolidated Balance Sheets, April 30, [removed: 2013] [added: 2014] and [removed: 2012][added: 2013]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2013][added: 2014]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2013][added: 2014]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2013][added: 2014]

| 3.1 | | 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) | | Second Amended and Restated By-laws _(incorporated by reference from the Current Report on Form 8-K filed June 16, [removed: 2009)_] [added: 2009)] and Amendments thereto [removed: (_incorporated] [added: (incorporated] by reference from the Current Reports on Form 8-K filed May 20, 2011, August 2, 2011 and the Current Report on Form 8-K filed June 22, 2012)_ |

| 4.10 | | 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 [removed: (_incorporated] [added: _(incorporated] by reference from the Current [removed: Report] [added: Reports] on Form 8-K filed June 18, [removed: 2013_)] [added: 2013 and December 18, 2013)_] |

| 10.21(a)* | | 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)* | | Amended and Restated Employment Agreement with Ronald M. Lamb _(incorporated by reference from the Current Report on Form 8-K filed November 10, [removed: 1997_),] [added: 1997)_,] First Amendment thereto _(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 _(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) | | 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 Reports on Form 8-K filed May 23, 2011, February 12, 2013 and June 18, 2013)_ |

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

| 10.30* | | Non-Qualified Supplemental Executive Retirement Plan _(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, 2006)_ |

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

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

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

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

| 10.39* | | Employment Agreement with Robert J. Myers _(incorporated by reference from the Current Report on Form 8-K filed April 21, [removed: 2010)_] [added: 2010_ and Amendment to Employment Agreement _(incorporated by reference from the Current Report on Form 8-K filed December 19, 2012))_] |

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

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

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

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

| [removed: 101.LAB] [added: 101.LAB] | | XBRL Taxonomy Extension Label Linkbase Document |

| [removed: 101.PRE] [added: 101.PRE] | | XBRL Taxonomy Extension Presentation Linkbase Document |

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

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Robert J. Myers |

| | | | | | | Robert J. Myers, [removed: President] [added: Chairman] and |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ William J. Walljasper |

| | | | | | | [removed: President] [added: Chairman] and Chief Executive Officer, Director |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Kenneth H. Haynie |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Johnny Danos |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Diane C. Bridgewater |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Jeffrey M. Lamberti |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ Richard Wilkey |

| Date: June 27, [removed: 2013] [added: 2014] | | | | By | | /s/ H. Lynn Horak |

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

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

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

| [removed: 101.LAB*] [added: 101.LAB] | | XBRL Taxonomy Extension Label Linkbase Document |

| [removed: 101.PRE*] [added: 101.PRE] | | XBRL Taxonomy Extension Presentation Linkbase Document |

| 21 | | Subsidiaries of Casey’s General Stores, Inc. |

| Date: June 27, 2014 | | | | By | | /s/ Robert J. Myers |

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

| | | | | | | |

| | | | | | | |

| Date: June 27, 2014 | | | | By | | /s/ William C. Kimball |

| | | | | | | William C Kimball |

| | | | | | | Director |

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

| 21 | | Subsidiaries of Casey’s General Stores, Inc. |

Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files in these exhibits are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

*Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files in these exhibits are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.