Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Casey’s General Stores, Inc.:

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, 2014 and 2013, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2014. We also have audited the Company’s internal control over financial reporting as of April 30, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting included in Item 9A (Controls and Procedures). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risks. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Casey’s General Stores, Inc. and subsidiaries as of April 30, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/KPMG LLP

Des Moines, Iowa

June 27, 2014

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


		April 30,
		2014			2013
Assets
Current assets
Cash and cash equivalents	$		121,641	$		41,271
Receivables			25,841			20,900
Inventories			204,833			189,514
Prepaid expenses			1,478			1,396
Deferred income taxes			11,878			9,916
Income taxes receivable			12,473			9,820

Total current assets			378,144			272,817

Property and equipment, at cost
Land			490,005			431,523
Buildings and leasehold improvements			1,004,263			904,732
Machinery and equipment			1,330,697			1,182,470
Leasehold interest in property and equipment			16,278			15,486

			2,841,243			2,534,211
Less accumulated depreciation and amortization			1,062,278			952,286

Net property and equipment			1,778,965			1,581,925

Other assets, net of amortization			15,947			14,485
Goodwill			120,406			114,791

Total assets	$		2,293,462	$		1,984,018


Liabilities and Shareholders’ Equity
Current liabilities
Notes payable to bank	$		-	$		59,100
Current maturities of long-term debt			553			15,810
Accounts payable			250,807			232,913
Accrued expenses
Wages and related taxes			27,411			16,221
Property taxes			22,572			20,229
Insurance			28,429			24,039
Other			33,171			29,436

Total current liabilities			362,943			397,748

Long-term debt, net of current maturities			853,642			653,081
Deferred income taxes			317,953			293,708
Deferred compensation			16,558			15,787
Other long-term liabilities			22,500			21,399

Total liabilities			1,573,596			1,381,723

Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, none issued			-			-
Common stock, no par value, 38,507,387 and 38,352,509 shares issued and outstanding at April 30, 2014 and 2013, respectively			33,878			23,119
Retained earnings			685,988			579,176

Total shareholders’ equity			719,866			602,295

Total liabilities and shareholders’ equity	$		2,293,462	$		1,984,018

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)


		Years ended April 30,
		2014			2013			2012
Total revenue	$		7,840,255	$		7,250,840	$		6,987,804
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)			6,605,996			6,168,475			5,984,114

Gross profit			1,234,259			1,082,365			1,003,690
Operating expenses			857,297			760,365			688,431
Depreciation and amortization			131,160			111,823			96,552
Interest, net			39,270			35,048			35,192


Income before income taxes			206,532			175,129			183,515
Federal and state income taxes			72,018			64,504			66,724

Net income	$		134,514	$		110,625	$		116,791


Net income per common share
Basic	$		3.50	$		2.89	$		3.07


Diluted	$		3.46	$		2.86	$		3.04

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share and share amounts)


		Common			Retained
		stock			earnings			Total
Balance at April 30, 2011	$		3,996	$		399,900	$		403,896
Net income			-			116,791			116,791
Dividends declared (60 cents per share)			-			(22,849)			(22,849)
Proceeds from exercise of stock options (159,600 shares)			3,249			-			3,249
Tax benefits related to nonqualified stock options			1,162			-			1,162
Stock based compensation			3,792			-			3,792


Balance at April 30, 2012	$		12,199	$		493,842	$		506,041
Net income			-			110,625			110,625
Dividends declared (66 cents per share)			-			(25,291)			(25,291)
Proceeds from exercise of stock options (198,200 shares)			4,721			-			4,721
Tax benefits related to nonqualified stock options			1,929			-			1,929
Stock based compensation			4,270			-			4,270


Balance at April 30, 2013		$	23,119	$		579,176	$		602,295
Net income			-			134,514			134,514
Dividends declared (72 cents per share)			-			(27,702)			(27,702)
Proceeds from exercise of stock options (140,785 shares)			3,368			-			3,368
Tax benefits related to nonqualified stock options			1,791			-			1,791
Stock based compensation			5,600			-			5,600


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

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)


		Years ended April 30,
		2014			2013			2012
Cash flows from operating activities
Net income	$		134,514	$		110,625	$		116,791
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			131,160			111,823			96,552
Other amortization			297			195			347
Stock-based compensation			5,600			4,270			3,792
Loss on disposal of assets and impairment charges			2,846			4,788			1,428
Deferred income taxes			22,283			36,530			54,589
Excess tax benefits related to stock option exercises			(1,791)			(1,929)			(1,162)
Changes in assets and liabilities:
Receivables			(4,941)			800			(1,546)
Inventories			(13,696)			(16,222)			(8,647)
Prepaid expenses			(82)			(98)			(118)
Accounts payable			17,894			21,748			(4,510)
Accrued expenses			20,930			4,270			7,399
Income taxes receivable			(441)			9,969			29,508
Other, net			(413)			(441)			456

Net cash provided by operating activities			314,160			286,328			294,879
Cash flows from investing activities
Purchase of property and equipment			(308,633)			(305,301)			(240,874)
Payments for acquisitions of businesses, net of cash acquired			(31,584)			(29,527)			(39,444)
Proceeds from sales of property and equipment			3,328			3,544			2,196

Net cash used in investing activities			(336,889)			(331,284)			(278,122)
Cash flows from financing activities
Proceeds from long-term debt			200,000			-			-
Repayments of long-term debt			(15,865)			(10,757)			(1,372)
Net (repayments) borrowings of short-term debt			(59,100)			59,100			(600)
Proceeds from exercise of stock options			3,368			4,721			3,249
Payments of cash dividends			(27,095)			(24,685)			(22,849)
Excess tax benefits related to stock option exercises			1,791			1,929			1,162

Net cash provided by (used in) financing activities			103,099			30,308			(20,410)

Net increase (decrease) in cash and cash equivalents			80,370			(14,648)			(3,653)
Cash and cash equivalents at beginning of year			41,271			55,919			59,572

Cash and cash equivalents at end of year	$		121,641	$		41,271	$		55,919

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid (received) during the year for
Interest, net of amount capitalized	$		36,923	$		35,226	$		35,403
Income taxes			50,031			17,973			(17,973)
Noncash investing and financing activities
Property and equipment acquired through notes payable and capitalized lease obligations			1,169			981			191

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. SIGNIFICANT ACCOUNTING POLICIES

Operations Casey’s General Stores, Inc. and its subsidiaries (the Company/Casey’s) operate 1,808 convenience stores in 14 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail sales in 2014 were distributed as follows: 71% fuel, 20% grocery & other merchandise, and 9% prepared food & fountain. The Company’s products are readily available, and the Company is not dependent on a single supplier or only a few suppliers.

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

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

Cash equivalents We consider all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents. Included in cash equivalents are money market funds and credit card, debit card and electronic benefits transfer transactions that process within three days.

Inventories Inventories, which consist of merchandise and fuel, are stated at the lower of cost or market. For fuel, cost is determined through the use of the first-in, first-out (FIFO) method. 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.

The excess of current cost over the stated LIFO value was $48,777 and $44,792 at April 30, 2014 and 2013, respectively. There were no material LIFO liquidations during the periods presented. Below is a summary of the inventory values at April 30, 2014 and 2013:


		Fiscal 2014			Fiscal 2013
Fuel	$		95,004	$		87,262
Merchandise			109,829			102,252

Total inventory	$		204,833	$		189,514

Vendor allowances include rebates and other funds received from vendors to promote their products. The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor rebates in the form of rack display allowances (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 goods sold 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 goods sold 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.

Renewable Identification Numbers (RINs) are recorded as a reduction in cost of goods sold in the period when the Company commits to a price and agrees to sell all of the RINs earned during a specified period. The Company includes in cost of goods sold the costs we incur to acquire fuel and merchandise, including excise taxes, less vendor allowances and rebates and RINs.

Goodwill Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of April 30, 2014, there was $120,406 of goodwill and management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment.

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

The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value. Fair value is based on management’s estimate of the price that would be received to sell an asset in an orderly transaction between market participants. The estimate is derived from offers, actual sale or disposition of assets subsequent to year-end, and other indications of fair value, which are considered Level 3 inputs. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis. The Company incurred impairment charges of $2,542 in fiscal 2014, $3,680 in fiscal 2013, and $226 in fiscal 2012. Impairment charges are a component of operating expenses.

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


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

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.

Excise taxes Excise taxes approximating $646,000, $596,000, and $527,000 on retail fuel sales are included in total revenue and cost of goods sold for fiscal 2014, 2013, and 2012, respectively.

Income taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.

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

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

Asset retirement obligations The Company recognizes the estimated future cost to remove underground storage tanks over the estimated useful life of the storage tank_._ The Company records a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. The Company amortizes the amount added to other assets and recognizes accretion expense in connection with the discounted liability over the remaining life of the tank. The estimates of the anticipated future costs for removal of an underground storage tank are based on our prior experience with removal. Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, we expect the dollar amount of these obligations to change as more information is obtained.

There were no material changes in our asset retirement obligation estimates during fiscal 2014. The recorded asset for asset retirement obligations was $8,391 and $8,011 at April 30, 2014 and 2013, respectively, and is recorded in other assets, net of amortization. The discounted liability was $12,854 and $12,176 at April 30, 2014 and 2013, respectively, and is recorded in other long-term liabilities.

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 $28,429 and $24,039 for the years ended April 30, 2014 and 2013, respectively.

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

Derivative instruments There were no options or futures contracts as of or during the years ended April 30, 2014, 2013, or 2012. 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.

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

Segment reporting As of April 30, 2014, we operated 1,808 stores in 14 states. Our stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our customers. We manage the business on the basis of one operating segment and therefore, have only one reportable segment. Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery & other merchandise, and prepared food and fountain because it makes it easier for us to discuss trends and operational initiatives within our business and industry. Although we can separate gross margins within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

Recent accounting pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, to clarify the definition of discontinued operations, limiting it to disposals of components that represent a strategic shift that has or will have a major effect on operations and financial results. Examples of a strategic shift include disposals of a major geographic area, a major line of business, or a major equity method investment. The standard is effective prospectively for disposals that occur within annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. It will be adopted by the Company May 1, 2015. Early application is permitted in specific instances. We are currently evaluating the impact of adoption on our financial statements, however, we do not expect it to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on May 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

2. ACQUISITIONS

During the year ended April 30, 2014, the Company acquired 28 stores through a variety of single store and multi-store transactions with several unrelated third parties. Of the 28 stores acquired, 25 were opened during the 2014 fiscal year, one was closed permanently and two will be opened during the 2015 fiscal year. The acquisitions meet the criteria to be considered business combinations. The stores were valued using a discounted cash flow model on a location by

location basis. The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years.

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


Assets acquired:
Inventories	$	1,622
Property and equipment		24,469

Total assets		26,091

Liabilities assumed:
Accrued expenses		122

Total liabilities		122

Net tangible assets acquired		25,969
Goodwill		5,615

Total consideration paid	$	31,584

The allocation of the purchase price to assets acquired and liabilities assumed for any acquisition is preliminary pending finalization of management’s analysis.

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


		Years Ended April 30,
		2014			2013
Total revenue	$		7,885,634	$		7,362,816
Net income	$		135,309	$		112,510
Net income per common share
Basic	$		3.52	$		2.94
Diluted	$		3.48	$		2.91

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

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

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

Long-term debt The fair value of the Company’s long-term debt and capital lease obligations is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company’s long-term debt and capital lease obligations was approximately $841,000 and $721,000, respectively, at April 30, 2014 and 2013.

The Company’s long-term debt at carrying amount by issuance is as follows:


		As of April 30,
		2014		2013
Capitalized lease obligations discounted at 5.22% to 7.09% due in various monthly installments through 2048 (Note 7)	$		10,195		9,891

5.72% Senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 2020			75,000		90,000

5.22% Senior notes due August 9, 2020			569,000		569,000

3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028			150,000		—


3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028			50,000		—

			854,195		668,891

Less current maturities			553		15,810


	$		853,642		653,081

At April 30, 2014, the Company had a bank line of credit arrangement consisting of two Promissory Notes, in the principal amount of $50,000 each (together, the “Notes”). The Notes evidenced a revolving line of credit in the aggregate principal amount of $100,000 and bear interest at variable rates subject to change from time to time based on changes in an independent index referred to in the Notes as the Federal Funds Offered Rate (the “Index”). On December 17, 2013, the Company cancelled a $25,000 Promissory Note that was part of its line of credit. The interest rate to be applied to the unpaid principal balance of the first Note was at a rate of 0.750% over the Index. The interest rate applicable to the second note is 1.000% over the Index. There was a $0 balance at April 30, 2014 and a $59,100 balance owed at April 30, 2013 with a weighted average interest rate of 0.95%.

Interest expense is net of interest income of $214, $211, and $208 for the years ended April 30, 2014, 2013, and 2012, respectively. Interest expense is also net of interest capitalized of $1,177, $894, and $674 during the years ended April 30, 2014, 2013, and 2012, respectively.

The agreements relating to the above long-term debt contain certain operating and financial covenants. At April 30, 2014, the Company was in compliance with all such covenants. Listed below are the aggregate maturities of long-term debt, including capitalized lease obligations, for the 5 years commencing May 1, 2014 and thereafter:


Years ended April 30,		Capital Leases		Senior Notes			Total
2015	$		553		—			553
2016			398		15,000			15,398
2017			375		15,000			15,375
2018			396		15,000			15,396
2019			417		15,000			15,417
Thereafter			8,056		784,000			792,056

	$		10,195		844,000	$		854,195

4.		PREFERRED AND COMMON STOCK

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

Common stock The Company currently has 120,000,000 authorized shares of common stock.

Stock option plans The 2009 Stock Incentive Plan (the “Plan”), was approved by the Board of Directors in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the “Prior Plans”). There are 4,153,608 shares available for grant at April 30, 2014 under the Plan. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to a stock option will reduce the shares available for grant by one, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. We account for stock-based compensation by estimating the fair value of stock options granted under the Plan using market price of a share of our common stock on the date of grant. We recognize this fair value as an operating expense in our consolidated statements of income over the requisite service period using the straight-line method. Additional information regarding the Plan is provided in the Company’s 2009 Proxy Statement. At April 30, 2014, options for 712,024 shares (which expire between 2015 and 2021) were outstanding. All stock option shares issued are previously unissued authorized shares.

On June 10, 2011, restricted stock units with respect to a total of 9,198 shares were granted to certain employees under the annual incentive compensation program. The fair value of the Company’s shares on the date of grant was $40.49. These awards vested on May 1, 2014 and compensation expense was recognized ratably over the vesting period. This award was granted at no cost to the employee.

On June 23, 2011, stock options totaling 441,000 shares were granted to certain officers and key employees. These awards vested on June 23, 2014, and compensation expense was recognized ratably over the vesting period. This award was granted at no cost to the employee.

On June 23, 2011, restricted stock units totaling 15,000 shares were granted to the CEO. The fair value of the Company’s shares on the date of grant was $44.39. This award was granted at no cost to the employee. This award vested on June 23, 2014 and compensation expense was recognized ratably over the vesting period.

On September 16, 2011, restricted stock units with respect to a total of 14,000 shares were granted to the non-employee members of the Board. The fair value of the Company’s shares on the date of grant was $47.59. This award was also granted at no cost to the non-employee members of the Board. This award vested on May 1, 2012 and compensation expense was recognized ratably over the vesting period.

On June 8, 2012, restricted stock units with respect to a total of 32,998 shares were granted to certain employees under the annual incentive compensation program. The fair value of the Company’s shares on the date of grant was $59.48. These awards will vest on June 8, 2015 and compensation expense is being recognized ratably over the vesting period. This award was granted at no cost to the grantee.

On September 14, 2012, restricted stock units with respect to a total of 14,000 shares were granted to the non-employee members of the Board. The fair value of the Company’s shares on the date of grant was $58.93. This award was granted at no cost to the non-employee members of the Board. This award vested on May 1, 2013 and compensation expense was recognized ratably over the vesting period.

On June 7, 2013 and June 19, 2013 restricted stock units with respect to a total of 77,650 shares were granted to certain officers and key employees. The fair value of the Company’s shares was $62.26 on June 7, 2013 (76,150 shares) and $60.47 on June 19, 2013 (1,500 shares). These awards were granted at no cost to the grantee. These awards will vest on June 7, 2016 and compensation expense is currently being recognized ratably over the vesting period.

On September 13, 2013, restricted stock units totaling 14,000 shares were granted to the non-employee members of the Board. The fair value of the Company’s shares on the date of grant was $71.02. This award was granted at no cost to the non-employee members of the Board. This award vested on May 1, 2014 and compensation expense was recognized ratably over the vesting period.

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

Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:


	Number of option shares			Weighted average option exercise price
Outstanding at April 30, 2011		775,109		$	23.38
Granted		441,000			44.39
Exercised		(159,600	)		20.36
Forfeited		(3,000	)		36.19
Outstanding at April 30, 2012		1,053,509		$	32.59
Granted		-			-
Exercised		(198,200	)		23.82
Forfeited		(500	)		14.08
Outstanding at April 30, 2013		854,809		$	34.64
Granted		-			-
Exercised		(140,785	)		23.93
Forfeited		(2,000	)		44.39
Outstanding at April 30, 2014		712,024		$	36.73

Information concerning the issuance of restricted stock units under the Plan is presented in the following table:


Unvested at April 30, 2011	14,000
Granted	38,198
Vested	(14,000	)
Forfeited	-
Unvested at April 30, 2012	38,198
Granted	46,998
Vested	(14,000	)
Forfeited	-
Unvested at April 30, 2013	71,196
Granted	91,650
Vested	(14,l50	)
Forfeited	(150	)
Unvested at April 30, 2014	148,546

At April 30, 2014, all outstanding options had an aggregate intrinsic value of $22,737 and a weighted average remaining contractual life of 6 years. The vested options totaled 284,024 shares with a weighted average exercise price of $25.18 per share and a weighted average remaining contractual life of 4.4 years. The aggregate intrinsic value for the vested options as of April 30, 2014 was $12,349. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2014 was $2,952, and there were no shares that vested during the year ended April 30, 2014.

The grant date fair value for the June 23, 2011 options were $14.65, which was estimated utilizing the Black Scholes valuation model. The significant assumptions included:


Risk-free interest rate	2.14	%
Expected option life	6.11 years
Expected volatility	37	%
Expected dividend yield	1.58	%

Total compensation costs recorded for the years ended April 30, 2014, 2013 and 2012 were $5,600, $4,270, and $3,792, respectively, for the stock option and restricted stock unit awards. As of April 30, 2014, there was $325 of total unrecognized compensation costs related to the Plan and Prior Plans for stock options that are expected to be recognized ratably through 2015, and $4,036 of unrecognized compensation costs related to restricted stock units which are expected to be recognized ratably through fiscal 2017.

At April 30, 2014, the range of exercise prices for outstanding options was $17.64 – $44.39 and the weighted average remaining contractual life of outstanding options was 6 years. The number of shares and weighted average remaining contractual life of the options by range of applicable exercise prices at April 30, 2014 were as follows:


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

$ 17.64	6,000	17.64	1.0
20.68 – 26.92	278,024	25.34	4.4
44.39	428,000	44.39	7.2

	712,024

5. NET INCOME PER COMMON SHARE

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


		Years ended April 30,
		2014			2013			2012
Basic
Net income	$		134,514	$		110,625	$		116,791


Weighted average shares outstanding-basic			38,457,680			38,297,083			38,068,001

Basic earnings per common share	$		3.50	$		2.89	$		3.07


Diluted

Net income	$		134,514	$		110,625	$		116,791

Weighted-average shares outstanding-basic			38,457,680			38,297,083			38,068,001
Plus effect of stock options and restricted stock units			410,726			322,993			323,703

Weighted-average shares outstanding-diluted			38,868,406			38,620,076			38,391,704


Diluted earnings per common share	$		3.46	$		2.86	$		3.04

Options to purchase shares of common stock that were not included in the computation of diluted earnings per share, because their inclusion would have been antidilutive, were 439,000 for fiscal 2012. All options were included for fiscal 2014 and fiscal 2013.

6. INCOME TAXES

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


		Years ended April 30,
		2014			2013			2012
Current tax expense
Federal	$		44,078	$		23,519	$		9,937
State			5,657			4,455			2,345

			49,735			27,974			12,282
Deferred tax expense			22,283			36,530			54,442

Total income tax provision	$		72,018	$		64,504	$		66,724

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:


		As of April 30,
		2014			2013
Deferred tax assets
Accrued liabilities	$		11,878	$		9,916
Deferred compensation			6,272			6,050
Equity compensation			3,598			916
Unrecognized tax benefits			3,113			3,128
State net operating losses and tax credits			2,892			3,902
Other			124			100

Total gross deferred tax assets			27,877			24,012
Less valuation allowance			(91)			-
Total net deferred tax assets			27,786			24,012

Deferred tax liabilities
Property and equipment depreciation			(318,565)			(295,951)
Goodwill			(14,989)			(11,919)
Other			(307)			66

Total gross deferred tax liabilities			(333,861)			(307,804)

Net deferred tax liability	$		(306,075)	$		(283,792)

At April 30, 2014, the Company had net operating loss carryforwards for state income tax purposes of approximately $74,670, which are available to offset future state taxable income. These net operating loss carryforwards

expire during the years 2017 through 2033. In addition, the Company had state alternative minimum tax credit carryforwards of approximately $129, which are available to reduce future state regular income taxes over an indefinite period.

There was a valuation allowance of $91 and $0 for deferred tax assets as of April 30, 2014 and 2013 related to state net operating loss carryforwards. There was a net change in the valuation allowance of $91 and $0 for the years ended April 30, 2014 and 2013. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment.

Total reported tax expense applicable to the Company’s continuing operations varies from the tax that would have resulted from applying the statutory U.S. federal income tax rates to income before income taxes. Out of period adjustments of $2,760 were recorded in fiscal 2014.


	Years ended April 30,
	2014			2013			2012
Income taxes at the statutory rates		35.0	%		35.0	%		35.0	%
Federal tax credits		-1.9			-1.7			-2.1
State income taxes, net of federal tax benefit		3.3			2.6			2.9
Out of period adjustments		-1.3			-			-
Other		-0.2			0.9			0.6

		34.9	%		36.8	%		36.4	%

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had a total of $9,244 and $8,938 in gross unrecognized tax benefits at April 30, 2014 and 2013, respectively which is recorded in other long-term liabilities in the consolidated balance sheet. Of this amount, $6,131 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits increased $306 during the twelve months ended April 30, 2014, due primarily to the expiration of certain statute of limitations offset by a greater increase associated with income tax filing positions for the current year.

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


		2014				2013
Beginning balance	$		8,938		$		7,538
Additions based on tax positions related to current year			1,229				2,807
Additions for tax positions of prior years			415				-
Reductions for tax positions of prior years			-				(37	)
Reductions due to lapse of applicable statute of limitations			(1,338	)			(1,370	)
Settlements			-				-

Ending balance	$		9,244		$		8,938

The total net amount of accrued interest and penalties for such unrecognized tax benefits was $402 and $286 at April 30, 2014 and 2013, respectively, and is included in other long-term liabilities. Net interest and penalties included in income tax expense for the twelve month period ended April 30, 2014 was an increase in tax expense of $116 and an increase of $37 for the year ended April 30, 2013.

A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These

changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. The Company currently has no ongoing federal or state income tax examinations. The Company does not have any outstanding litigation related to tax matters.

At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $2,661 during the next twelve months mainly due to the expiration of certain statute of limitations. The federal statute of limitations remains open for the years 2010 and forward. Tax years 2009 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to provide guidance on the presentation of unrecognized tax benefits. The pronouncement requires unrecognized tax benefits to be offset on the balance sheet by any same-jurisdiction net operating loss or tax credit carryforward that would be used to settle the position with a tax authority. The pronouncement is effective for fiscal years beginning after December 15, 2013 and will be adopted by the Company May 1, 2014. We do not expect it to have a material impact on our consolidated financial statements.

7. LEASES

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

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


		Asset balances at April 30,
		2014			2013
Real estate	$		13,668	$		12,874
Equipment			2,610			2,612

			16,278			15,486
Less accumulated amortization			5,202			4,900

	$		11,076	$		10,586

Future minimum payments under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at April 30, 2014:


		Capital			Operating
Years ended April 30,		leases			leases
2015	$		1,078	$		872
2016			904			630
2017			868			547
2018			870			539
2019			876			378
Thereafter			12,875			261

Total minimum lease payments			17,471	$		3,227

Less amount representing interest			7,276

Present value of net minimum lease payments	$		10,195

The total rent expense under operating leases was $1,424 in 2014, $1,773 in 2013, and $1,269 in 2012.

8. BENEFIT PLANS

401(k) plan The Company provides employees with a defined contribution 401(k) plan. The 401(k) plan covers all employees who meet minimum age and service requirements. The Company contributions consist of matching amounts and are allocated based on employee contributions. Contributions to the 401(k) plan were $5,348, $4,949, and $3,681 for the years ended April 30, 2014, 2013, and 2012, respectively.

On April 30, 2014 and 2013, 1,488,510 and 1,496,465 shares of common stock, respectively, were held by the trustee of the 401(k) plan in trust for distribution to eligible participants upon death, disability, retirement, or termination of employment. Shares held by the 401(k) plan are treated as outstanding in the computation of net income per common share.

Supplemental executive retirement plan The Company has a nonqualified supplemental executive retirement plan (SERP) for two of its executive officers, one of whom retired April 30, 2003 and the other on April 30, 2008. The SERP provides for the Company to pay annual retirement benefits, depending on retirement dates, up to 50% of base compensation until death of the officer. If death occurs within twenty years of retirement, the benefits become payable to the officer’s spouse (at a reduced level) until the spouse’s death or twenty years from the date of the officer’s retirement, whichever comes first. The Company has accrued the deferred compensation over the term of employment. The amounts accrued at April 30, 2014 and 2013, respectively, were $5,925 and $6,457. The discount rates used were 4.4% and 4.0%, respectively, at April 30, 2014 and 2013. The amount expensed in fiscal 2014 was $93 and the Company expects to pay $625 per year for each of the next five years. Expense incurred in fiscal 2013 and fiscal 2012 was $471 and $662, respectively.

Other postemployment benefits The Company also has deferred compensation agreements with three other individuals, one current and two former employees. The amounts accrued at April 30, 2014 and 2013 were $3,950 and $4,016, respectively. The Company expects to pay $167, $497, $497, $497 and $441 the next five years under the agreements. The expense incurred in fiscal 2014, 2013 and 2012 was $156, $438, and $563 respectively.

9. COMMITMENTS

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

10. CONTINGENCIES

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

Management currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with existing regulations have been completed. The Company has an accrued liability at April 30, 2014 and 2013 of approximately $300 and $418, respectively, for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures.

Legal matters As previously reported, the Company was named as a defendant in four lawsuits (“hot fuel” cases) brought in the federal courts in Kansas and Missouri against a variety of fuel retailers, which were consolidated in the U.S.

District Court for the District of Kansas in Kansas City, Kansas as part of the multidistrict “Motor Fuel Temperature Sales Practices Litigation”. On November 20, 2012, the Court preliminarily approved the previously-reported settlement involving the Company, which when approved in final form by the Court following notice to the Class would result in the settlement and dismissal of all claims against Casey’s in the multidistrict litigation. The preliminarily approved settlement includes, but is not limited to, a commitment on the part of the Company to “sticker” certain information on its fuel pumps and make a monetary payment (which is not considered to be material in amount) to the plaintiff class.

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

Other At April 30, 2014, the Company was partially self-insured for workers’ compensation claims in all fourteen states of its marketing territory and was also partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits equal to or exceeding approximately $1,000. To facilitate this agreement, letters of credit approximating $15,000 and $15,500, respectively, were issued and outstanding at April 30, 2014 and 2013, on the insurance company’s behalf. The Company also has investments of approximately $223 in escrow as required by one state for partial self-insurance of workers’ compensation claims. Additionally, the Company is self-insured for its portion of employee medical expenses. At April 30, 2014 and 2013, the Company had $28,429 and $24,039, respectively, in accrued expenses for estimated claims relating to self-insurance, the majority of which has been actuarially determined.

11. SUBSEQUENT EVENTS

Events that have occurred subsequent to April 30, 2014 have been evaluated for disclosure through the filing date of this Annual Report on Form 10-K with the Securities and Exchange Commission.

12. QUARTERLY FINANCIAL DATA (Dollars in thousands, except per share amounts) (Unaudited)


		Year ended April 30, 2014
Total revenue		Q1		Q2		Q3		Q4		Year Total
Fuel	$		1,514,874		1,416,980		1,255,774		1,366,952		5,554,580
Grocery & other merchandise			423,585		416,552		364,846		378,251		1,583,234
Prepared food & fountain			166,248		171,751		158,200		162,977		659,176
Other			10,042		10,602		11,235		11,386		43,265

	$		2,114,749		2,015,885		1,790,055		1,919,566		7,840,255
Gross profit*
Fuel	$		94,316		70,832		59,075		55,892		280,115
Grocery & other merchandise			138,412		134,708		113,429		121,387		507,936
Prepared food & fountain			102,754		106,171		96,147		97,924		402,996
Other			10,028		10,590		11,222		11,372		43,212

	$		345,510		322,301		279,873		286,575		1,234,259

Net income	$		55,710		41,319		14,669		22,816		134,514

Income per common share
Basic	$		1.45		1.07		0.38		.59		3.50

Diluted	$		1.43		1.06		0.38		.59		3.46


		Year ended April 30, 2013
Total revenue		Q1		Q2		Q3		Q4		Year Total
Fuel	$		1,330,670		1,393,476		1,185,640		1,319,371		5,229,157
Grocery & other merchandise			386,129		362,662		329,657		340,263		1,418,711
Prepared food & fountain			142,709		146,540		137,033		138,642		564,924
Other			8,794		8,966		10,035		10,253		38,048

	$		1,868,302		1,911,644		1,662,365		1,808,529		7,250,840
Gross profit*
Fuel	$		58,795		57,634		52,002		64,287		232,718
Grocery & other merchandise			128,834		121,206		104,660		107,963		462,663
Prepared food & fountain			90,565		91,515		83,011		83,902		348,993
Other			8,780		8,958		10,013		10,240		37,991

	$		286,974		279,313		249,686		266,392		1,082,365

Net income	$		39,031		32,859		15,463		23,272		110,625

Income per common share
Basic	$		1.02		0.86		0.40		0.61		2.89

Diluted	$		1.01		0.85		0.40		0.60		2.86

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

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

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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