Casey's (CASY) 10-K risk factor changes: FY2015 vs FY2014

[removed: _You] [added: You] should carefully consider the risks described in this report before making a decision to invest in our securities.

In that case, the trading price of our securities could decline and you might lose all or part of your [removed: investment._][added: investment.]

[removed: Risks] [added: Risks] Related to Our [removed: Industry][added: Industry]

[removed: The] [added: The] convenience store industry is highly [removed: competitive.][added: competitive.]

[removed: The] [added: The] volatility of wholesale petroleum costs could adversely affect our operating [removed: results.][added: results.]

Over the past three fiscal years, on average our fuel revenues accounted for approximately [removed: 72%] [added: 70%] of total revenue and our fuel gross profit accounted for approximately [removed: 22%] [added: 23%] of total gross profit.

In addition, the supply of 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 fuel contracts that guarantee an uninterrupted, unlimited supply of [removed: gasoline.][added: fuel.]

[removed: Changing] [added: Changing] consumer preferences for alternative motor fuel and improvements in fuel efficiency could adversely impact our [removed: business.][added: business.]

[removed: Increased] [added: Increased] credit card expenses could increase operating [removed: expenses.][added: expenses.]

Total credit card fees paid in fiscal [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] were approximately [removed: $95] [added: $100] million, [removed: $85] [added: $95] million, and [removed: $80] [added: $85] million, respectively.

[removed: Wholesale] [added: Wholesale] cost and tax increases relating to tobacco products could affect our operating [removed: results.][added: results.]

Sales of tobacco products have averaged approximately 9% of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately [removed: 12%] [added: 11%] of total gross profit for the same period.

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

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

[removed: Our] [added: 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 [removed: privacy.][added: privacy.]

While we have invested significant amounts [added: and engaged professional advisers] 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 [added: adverse] effect on our reputation, operating results and financial condition.

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

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

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]

[removed: The] [added: The] prices of “RINs” and certain commodities fluctuate [removed: widely.][added: widely.]

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

[removed: Unfavorable] [added: Unfavorable] weather conditions can adversely affect our [removed: business.][added: business.]

[removed: Our inability] [added: Any failure] to anticipate and respond to market trends and changes in consumer preferences could adversely affect our financial [removed: results.][added: results.]

[removed: We] [added: We] may not be able to identify, acquire, and integrate new stores, which could adversely affect our ability to grow our [removed: business.][added: business.]

An important part of our [removed: recent] growth strategy has been to acquire other convenience stores that complement our existing stores or broaden our geographic presence.

From May 1, [removed: 2013] [added: 2014] through April 30, [removed: 2014] [added: 2015] we acquired [added: 36] and opened [removed: 25] [added: 32] convenience stores.

| [removed: |] • | [removed: |] The inability to identify and acquire suitable sites at advantageous prices; |

| [removed: |] • | [removed: |] Competition in targeted market areas; |

| [removed: |] • | [removed: |] Difficulties during the acquisition process in discovering some of the liabilities of the businesses that we acquire; |

| [removed: |] • | [removed: |] Difficulties associated with our existing financial controls, information systems, management resources and human resources needed to support our future growth; |

| [removed: |] • | [removed: |] Difficulties with hiring, training and retaining skilled personnel, including store managers; |

| [removed: |] • | [removed: |] Difficulties in adapting distribution and other operational and management systems to an expanded network of stores; |

| [removed: |] • | [removed: |] Difficulties in obtaining governmental and other third-party consents, permits and licenses needed to operate additional stores; |

| [removed: |] • | [removed: |] Difficulties in obtaining the cost savings and financial improvements we anticipate from future acquired stores; |

| [removed: |] • | [removed: |] The potential diversion of our senior management’s attention from focusing on our core business due to an increased focus on acquisitions; and |

| [removed: |] • | [removed: |] Challenges associated with the consummation and integration of any future acquisition. |

[removed: We] [added: We] are subject to federal and state environmental and other [removed: regulations.][added: regulations.]

Our business is subject to extensive governmental laws and regulations that include but are not limited to environmental and employment laws and regulations; health care; legal restrictions on the sale of alcohol, tobacco, and lottery products; [removed: requirements related to minimum wage, working conditions, public accessibility, and citizenship.]

[removed: Health] [added: Health] care reform legislation could have a negative impact on our [removed: business.][added: business.]

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

Legal, political, scientific and technological developments related to fuel efficiency and climate change may decrease demand for motor fuel.

Changes in our climate including the effects of greenhouse gas emissions in the environment may lessen the demand for our largest revenue product, petroleum-based motor fuel, or lead to additional government regulation.

Consumer attitudes toward this product and its relationship to the environment and additional regulations could significantly affect our revenue and the ability to market fuel.

Technological advances to reducing fuel use may steer public opinion against our product, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, new advancements that improve fuel efficiency or other governmental mandates to advance fuel efficiency may result in a reduciton in demand for petroleum-based motor fuel, which again could have a material adverse effect on our business.

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requirements related to minimum wage, working conditions, public accessibility, and citizenship.

Control deficiencies could prevent us from accurately and timely reporting our financial results.

Our internal control over financial reporting constitutes a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”).

We have in the past and may in the future identify deficiencies in our internal control over financial reporting, including significant deficiencies and material weaknesses.

Failure to identify and remediate deficiencies in our internal control over financial reporting in a timely manner could prevent us from accurately and timely reporting our financial results, which could cause us to fail to meet our reporting obligations, lead to a loss of investor confidence and have a negative impact on the trading price of our common stock.

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

The market prices of RINs have increased significantly in fiscal 2014 relative to fiscal 2013, with a corresponding benefit to the Company’s gross profits from the retail sales of fuel.

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

Please read the following discussion of the Company’s financial condition and results of operations in conjunction with the selected historical consolidated financial data and consolidated financial statements and accompanying notes presented elsewhere in this Form 10-K.

Overview

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

On April 30, 2014, there were a total of 1,808 stores in operation.

All but one store offer 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 fuel and the products offered in our stores.

Approximately 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.

We operate a central warehouse, the Casey’s Distribution Center, adjacent to our Corporate Headquarters facility in Ankeny, Iowa, through which we supply grocery and general merchandise items to our stores.

At April 30, 2014, the Company owned the land at 1,787 store locations and the buildings at 1,792 locations, and leased the land at 21 locations and the buildings at 16 locations.

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

Fiscal 2014 diluted earnings per share were $3.46 versus $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 fuel and certain convenience items such as beer and soft drinks.

During the 2014 fiscal year, we acquired and opened 25 convenience stores from other parties and completed 44 new store constructions.

In addition to this activity, the Company also replaced 20 stores and closed 12 stores during the year.

The fourth quarter results reflected a 1.8% increase in same-store fuel gallons sold, with an average margin of approximately 13.8 cents per gallon.

The Company’s fourth quarter fuel margin was helped by our ability to sell approximately 12.1 million renewable fuel credits for $5,700.

For the fiscal year, same-store gallons increased 3.1% with an average margin of 16.8 cents per gallon.

The Company’s policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions.

Same store sales of grocery and other merchandise increased 7.2% and prepared foods and fountain increased 12.1% during the fourth quarter of fiscal 2014.

The Company has several energy initiatives designed to reduce operating expenses associated with energy consumption.

The Company believes that reducing energy consumption where feasible is a sound long-term business strategy.

While individually and in aggregate the financial impact of these initiatives may not be material, implementing them throughout our operations is a part of our overall expense management.

Below is a list of some of the energy initiatives the Company is currently undertaking:

| | • | | All newly constructed stores use 100 percent high efficiency LED lighting. Also, when we perform a major remodel of an existing store, the fluorescent lighting is replaced with LED lighting. Furthermore, new canopies over the fuel pumps are installed with time systems and photo eyes to help control the canopy lighting. |

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

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

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

| | • | | All of our store managers receive a portion of their pay in the form of incentive compensation. This encourages store managers to efficiently manage operating expenses, including utility expenses. All levels of supervision, including executive officers and supervisory personnel within the store operations department receive some form of incentive compensation, and operating expenses have a direct impact on the amount of annual incentive compensation payments made to these employees. |

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For further information concerning the Company’s operating environment and certain conditions that may affect future performance, see the “Forward-looking Statements” at the end of this Item 7.

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

Fiscal 2014 Compared with Fiscal 2013

Total revenue for fiscal 2014 increased 8.1% to $7,840,255, primarily due to an increase in the number of gallons sold (which generated an additional $435,070), and an increase in inside sales (grocery & other merchandise and prepared food & fountain) (a $258,775 increase).

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

Retail fuel sales for the fiscal year were $5,554,580, an increase of 6.2%, and gallons sold increased 8.5% to 1,665,600.

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2014] [added: 2015,] would have no material effect on pretax earnings.

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

[removed: The Company][added: The Company]

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

On April 30, [removed: 2014,] [added: 2015] there were a total of [removed: 1,808] [added: 1,878] stores in operation.

There were [removed: 44] [added: 45] stores newly constructed and we closed [removed: 12] [added: nine] stores in fiscal [removed: 2014.][added: 2015.]

We also acquired [removed: 28] [added: 36] additional stores in fiscal [removed: 2014, and 25] [added: 2015; 32] of those [added: stores] were opened in [removed: 2014, one was] [added: 2015, three were] permanently closed and [removed: two] [added: one] will be opened during the [removed: 2015] [added: 2016] fiscal year.

Approximately [removed: 58%] [added: 57%] of all our stores are located in areas with populations of fewer than 5,000 persons, while approximately [removed: 16%] [added: 18%] of our stores are located in communities with populations exceeding 20,000 persons.

[removed: General][added: General]

Our sales historically have been strongest during the first and second fiscal quarters (May through October) [removed: and relatively weaker during] [added: relative to] the third and fourth (November through April).

[removed: Corporate Subsidiaries][added: Corporate Subsidiaries]

[removed: Casey’s Retail Company was organized as an Iowa corporation in April 2004, CGS] Sales Corp. was organized as an Iowa corporation in 2008, and Tobacco City, Inc. was organized as an Iowa corporation in 2014.

[removed: Store Operations][added: Store Operations]

[removed: Products Offered][added: Products Offered]

Stores sell regional brands of dairy and bakery products, and approximately [removed: 88%] [added: 87%] of the stores offer beer.

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

As of April 30, [removed: 2014,] [added: 2015,] the Company was selling donuts prepared on store premises in approximately 98% of our stores in addition to cookies, brownies, and [removed: Danish.][added: other bakery items.]

We began marketing made-from-scratch pizza in 1984, and it is available in [removed: 1,768] [added: 1,836] stores (98%) as of April 30, [removed: 2014.][added: 2015.]

In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 28%] [added: 30%] of our total revenue, but they have resulted in approximately [removed: 78%] [added: 77%] of our gross profits.

Gross profit margins on prepared food items averaged approximately 61% during the three fiscal years ended April 30, [removed: 2014—substantially] [added: 2015—substantially] higher than the gross profit margin on retail sales of fuel, which averaged approximately 5%.

[removed: Store Design][added: Store Design]

Casey’s General Stores are [added: primarily] freestanding and, with a few exceptions to accommodate local conditions, conform to standard construction specifications.

Each new store typically includes 4 to [removed: 8] [added: 10] islands of fuel dispensers and storage tanks with capacity for 30,000 to 50,000 gallons of fuel.

Nearly all the store locations feature our bright red and yellow [removed: pylon] sign which displays Casey’s name and service mark.

[removed: to 11:00 p.m., although hours] [added: Hours] of operation may be adjusted on a store-by-store basis to accommodate customer traffic patterns.

We [removed: also] currently operate approximately [removed: 725] [added: 850] stores on a 24-hour basis.

[removed: Store Locations][added: Store Locations]

[removed: Where there is no competing store, we] [added: We] can often operate profitably at a highway location in a community with a population of as few as 400.

[removed: Fuel Operations][added: Fuel Operations]

Approximately [removed: 71%] [added: 66%] of Casey’s total revenue for the year ended April 30, [removed: 2014] [added: 2015] was derived from the retail sale of fuel.

The following table summarizes (dollars and gallons in thousands) fuel sales for the three fiscal years ended April 30, [removed: 2014:][added: 2015:]

| | [removed: | Year] [added: Year] ended April [removed: 30,] [added: 30,] | | | | | | | | | | |

| | [removed: | 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Number of gallons sold | [removed: |] [added: 1,816,596] | [removed: 1,665,600] | | | [added: 1,665,600] | [removed: 1,535,140] | | | [added: 1,535,140] | [removed: 1,476,154] | |

| Total retail fuel sales | [removed: | $] [added: $] | [removed: 5,554,580] [added: 5,144,385] | | | $ | [removed: 5,229,157] [added: 5,554,580] | | | $ | [removed: 5,092,311] [added: 5,229,157] | |

| Gross profit percentage (excluding credit card fees) | [removed: |] [added: 6.8] | [removed: 5.0%] | [added: %] | | [added: 4.8] | [removed: 4.5%] | [added: %] | | [added: 4.2] | [removed: 4.4%] | [added: %] |

| Average retail price per gallon | [removed: |] [added: $] | [removed: $3.33] [added: 2.83] | | | [added: $] | [removed: $3.41] [added: 3.33] | | | [added: $] | [removed: $3.45] [added: 3.41] | |

| Average gross profit margin per gallon (excluding credit card fees) | | [removed: | 16.82] [added: 19.33] | [removed: ¢] [added: ¢] | | | [removed: 15.16] [added: 16.08] | ¢ | | | [removed: 15.35] [added: 14.42] | ¢ |

| Average number of gallons sold per store* | [removed: |] [added: 968] | [removed: 932] | | | [added: 932] | [removed: 883] | | | [added: 883] | [removed: 870] | |

[removed: *Includes] [added: | * | Includes] only those stores in operation at least one full year on April 30 of the fiscal year indicated. [added: |]

Retail prices of fuel decreased [removed: slightly] [added: significantly] during the year ended April 30, [removed: 2014.][added: 2015.]

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

The Company also operates one store selling primarily tobacco products.

A fifth subsidiary, Tobacco City Inc., was incorporated in Iowa in 2014 and also operates from the Corporate Headquarters.

Casey’s Retail Company was organized as an Iowa corporation in April 2004, CGS

Tobacco City Inc. operates one store in North Dakota.

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| Percentage of total revenue | 66.2 | | % | | 70.8 | | % | | 72.1 | | % |

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regional chains.

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

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

Many store locations are open from 6:00 a.m.

It is our policy not to install electronic games or sell adult magazines on store premises.

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| Percentage of total revenue | | | 70.8% | | | | 72.1% | | | | 72.9% | |

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[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: United States][added: United States]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: Annual] [added: Annual] Report pursuant to Section 13 or 15(d) [removed: of]

[removed: the] [added: of the] Securities Exchange Act of [removed: 1934][added: 1934]

[removed: For] [added: For] the Fiscal Year Ended April 30, [removed: 2014][added: 2015]

[removed: Commission] [added: Commission] File Number [removed: 001-34700][added: 001-34700]

[removed: CASEY’S] [added: CASEY’S] GENERAL STORES, [removed: INC.][added: INC.]

[removed: _(Exact] [added: (Exact] name of registrant as specified in its [removed: charter)_][added: charter)]

| [removed: IOWA] [added: IOWA] | | [removed: 42-0935283] [added: 42-0935283] |

| [removed: _(State] [added: (State] or other jurisdiction [removed: of_ _incorporation] [added: of incorporation] or [removed: organization)_] [added: organization)] | | [removed: _(I.R.S.] [added: (I.R.S.] Employer Identification [removed: Number)_] [added: Number)] |

[removed: ONE] [added: ONE] CONVENIENCE BLVD., ANKENY, [removed: IOWA][added: IOWA]

[removed: _(Address] [added: (Address] of principal executive [removed: offices)_][added: offices)]

[removed: 50021][added: 50021]

[removed: _(Zip Code)_][added: (Zip Code)]

[removed: (515) 965-6100][added: (515) 965-6100]

[removed: _(Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)_][added: code)]

[removed: Securities] [added: Securities] Registered pursuant to Section 12(b) of the [removed: Act][added: Act]

| [removed: COMMON STOCK] [added: COMMON STOCK] | | [removed: NASDAQ] [added: NASDAQ] |

| [removed: _(Title] [added: (Title] of [removed: Class)_] [added: Class)] | | [removed: _(Name] [added: (Name] of Exchange on which [removed: Registered)_] [added: Registered)] |

[removed: Securities] [added: Securities] Registered pursuant to Section 12(g) of the [removed: Act][added: Act]

[removed: NONE][added: NONE]

Yes [removed: \[X\]] [added: x] No [removed: \[ \]][added: ¨]

Yes [removed: \[ \]] [added: ¨] No [removed: \[X\]][added: x]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: x]

[added: |] Large accelerated filer [removed: \[X\]] [added: | | x |] Accelerated filer [removed: \[ \] Non-accelerated filer \[ \]][added: | | ¨ |]

[added: | Non-accelerated filer | | ¨ |] Smaller reporting company [removed: \[ \]][added: | | ¨ |]

The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2013,] [added: 2014,] was approximately [removed: $ 2.6] [added: $3.2] billion based on the closing sales price [removed: ($72.88] [added: ($81.87] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June [removed: 23, 2014 | |] [added: 22, 2015] |

| Common Stock, no par value per share | | [removed: 37,882,157] [added: 38,923,505] shares | [removed: | |]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

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: 2014.][added: 2015.]

| [removed: PART I |] [added: PART I] | ITEM 1. | [removed: | [Business](#tx751155_1) | | | 3] [added: [Business](#s610781D5C60234F4EE732463FC2C5E1C)] | [added: [4](#s610781D5C60234F4EE732463FC2C5E1C)] |

| | [removed: |] ITEM 1A. | [removed: |] [Risk [removed: Factors](#tx751155_2) | | | 8] [added: Factors](#s9147E77FA38DA84F8EEF2463FC5E7DFA)] | [added: [7](#s9147E77FA38DA84F8EEF2463FC5E7DFA)] |

| | [removed: |] ITEM 1B. | [removed: |] [Unresolved Staff [removed: Comments](#tx751155_3) | | | 15] [added: Comments](#s1603E858E0211D7998A12463FC80D893)] | [added: [13](#s1603E858E0211D7998A12463FC80D893)] |

| | [removed: |] ITEM 2. | [removed: | [Properties](#tx751155_4) | | | 16] [added: [Properties](#s142281968299C9510CDF2463FCB23405)] | [added: [13](#s142281968299C9510CDF2463FCB23405)] |

| | [removed: |] ITEM 3. | [removed: |] [Legal [removed: Proceedings](#tx751155_5) | | | 16] [added: Proceedings](#sEC12A3AF213056F25BE12463FCD4FEC0)] | [added: [14](#sEC12A3AF213056F25BE12463FCD4FEC0)] |

| | [removed: |] ITEM 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx751155_6) | | | 16] [added: Disclosures](#s09D4A39C94E198708CA52463FD050398)] | [added: [14](#s09D4A39C94E198708CA52463FD050398)] |

10-K 1 casy-2015430x10k.htm 10-K

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Yes x No ¨

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FORM 10-K

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| | | [Signatures](#sED4375AF068B3AB5A6CF246403AAD694) | [50](#sED4375AF068B3AB5A6CF246403AAD694) |

The previously announced revisions to our financial results regarding an immaterial correction of an error for the fiscal 2015 first quarter and fiscal 2014 are reflected in all year-to-date results and comparisons to prior periods.

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10-K 1 d751155d10k.htm 10-K

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TABLE OF CONTENTS

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

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

In [removed: March 2014,] [added: Fiscal 2015,] we [removed: initiated] [added: completed] further expansion of our distribution center [removed: with a projected] [added: by adding approximately] 38,000 [added: of] additional square feet of warehouse [removed: space for our distribution center.][added: space.]

This second distribution center [added: (planned to begin operations in February 2016)] is projected to have approximately 250,000 square feet of warehouse space.

On April 30, [removed: 2014,] [added: 2015,] we also owned the land at [removed: 1,787] [added: 1,857] store locations and the buildings at [removed: 1,792] [added: 1,862] locations and leased the land at 21 locations and the buildings at 16 locations.

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[removed: PART II][added: PART II]

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

[removed: Common Stock][added: Common Stock]

The [removed: 38,507,387] [added: 38,886,165] shares of common stock outstanding at April 30, [removed: 2014] [added: 2015] had a market value of approximately [removed: $2.6] [added: $3.2] billion.

On that date there were [removed: 1,793] [added: 1,749] shareholders of record.

[removed: Common] [added: Common] Stock Market [removed: Prices][added: Prices]

| Calendar [removed: 2012 |] [added: 2013] | High | | [added: | |] Low | | [added: | |] Calendar [removed: 2013] [added: 2014] | | High | | [added: | |] Low | | [added: | |] Calendar [removed: 2014] [added: 2015] | | High | | [added: | |] Low | [added: | |]

| Q1 | [removed: |] $ [removed: 56.44] | [added: 59.00] | [added: | |] $ [removed: 49.52] | [added: 51.45] | [added: | |] Q1 | | $ [removed: 59.00] | [added: 70.95] | [added: | |] $ [removed: 51.45] | [added: 64.84] | [added: | |] Q1 | | $ [removed: 70.95] | [added: 94.67] | [added: | |] $ [removed: 64.84] | [added: 83.00 | |]

[removed: Dividends][added: Dividends]

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal [removed: 2014] [added: 2015] totaled [removed: $0.72] [added: $0.80] per share.

The dividends [removed: paid] [added: declared] in fiscal [removed: 2013] [added: 2014] totaled [removed: $0.66] [added: $0.72] per share.

On June [removed: 6, 2014,] [added: 5, 2015,] the Board of Directors declared a quarterly dividend of [removed: $0.20] [added: $0.22] payable August [removed: 15, 2014] [added: 17, 2015] to shareholders of record on August [removed: 1, 2014.][added: 3, 2015.]

The cash dividends declared during the calendar years [removed: 2012-14] [added: 2013-15] were as follows:

| Calendar [removed: 2012 | | |] [added: 2013] | Cash dividend declared | | [removed: Calendar 2013] | | [added: Calendar 2014] | | Cash dividend declared | | [removed: Calendar 2014] | | [added: Calendar 2015] | | Cash dividend declared | [added: | |]

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

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

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

| Q2 | $ | 63.89 | | | $ | 52.84 | | | Q2 | | $ | 75.79 | | | $ | 64.12 | | | | | | | | | | | |

| Q3 | $ | 74.08 | | | $ | 60.47 | | | Q3 | | $ | 73.09 | | | $ | 65.70 | | | | | | | | | | | |

| Q4 | $ | 77.58 | | | $ | 67.80 | | | Q4 | | $ | 91.42 | | | $ | 71.08 | | | | | | | | | | | |

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

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| Q1 | $ | 0.165 | | | Q1 | | $ | 0.180 | | | Q1 | | $ | 0.200 | |

| Q2 | 0.180 | | | | Q2 | | 0.200 | | | | Q2 | | 0.220 | | |

| Q3 | 0.180 | | | | Q3 | | 0.200 | | | | | | | | |

| Q4 | 0.180 | | | | Q4 | | 0.200 | | | | | | | | |

| | 0.705 | | | | | | 0.780 | | | | | | | | |

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

| 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 | | | | | | |

| Q1 | | $ | | 0.15 | | Q1 | | $ | | 0.165 | | Q1 | | $ | | 0.18 |

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

| Q3 | | | | 0.165 | | Q3 | | | | 0.18 | | | | | | |

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

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

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

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

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

| | [removed: | | | | | 2014] [added: 2015] | | | | [added: 2014] | | | | 2013 | | | | [removed: | | | |] 2012 | | | | [removed: | | | |] 2011 | | | [removed: | | | | | 2010 | | |]

| Total revenue | [removed: | $ | | | |] [added: $] | [removed: 7,840,255] [added: 7,767,216] | | | [removed: $] [added: $] | [added: 7,840,255] | | | [added: $] | 7,250,840 | | | [removed: $ | | | |] [added: $] | 6,987,804 | | | [removed: $ | | | |] [added: $] | 5,635,240 | | [removed: | $ | | | | | 4,637,087 | |]

| Operating expenses | [removed: | | | | | | 857,297] [added: 960,424] | | | | [added: 857,297] | | | | 760,365 | | | | [removed: | | | |] 688,431 | | | | [removed: | | | |] 607,628 | | | [removed: | | | | | 526,291 | |]

| Depreciation and amortization | [removed: | | | | | | 131,160] [added: 156,111] | | | | [added: 131,160] | | | | 111,823 | | | | [removed: | | | |] 96,552 | | | | [removed: | | | |] 82,355 | | | [removed: | | | | | 73,546 | |]

| Interest, net | [removed: | | | | | | 39,270 | | | |] [added: 41,225] | | | | [removed: 35,048] [added: 39,915] | | | | [added: 35,265] | | | | 35,192 | | | | [removed: | | | |] 28,497 | | | [removed: | | | | | 10,933 | |]

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

| Federal and state income taxes | [removed: | | | | | | 72,018 | | | | | | | | 64,504] [added: 101,397] | | | | [added: 66,824] | | | | [removed: 66,724] [added: 59,802] | | | | [added: 65,276] | | | | 56,614 | | | [removed: | | | | | 64,620 | |]

| Basic earnings per common share | [removed: | $ | | | | | 3.50 | | | $ | | | |] [added: $] | [removed: 2.89] [added: 4.66] | | | [removed: $] [added: $] | [added: 3.30] | | | [added: $] | [removed: 3.07] [added: 2.71] | | | [removed: $] [added: $] | [added: 3.01] | | | [added: $] | 2.24 | | [removed: | $ | | | | | 2.30 | |]

| Diluted earnings per common share | [removed: | $ | | | | | 3.46 | | | $ | | | |] [added: $] | [removed: 2.86] [added: 4.62] | | | [removed: $] [added: $] | [added: 3.26] | | | [added: $] | [removed: 3.04] [added: 2.69] | | | [removed: $] [added: $] | [added: 2.99] | | | [added: $] | 2.22 | | [removed: | $ | | | | | 2.29 | |]

| Weighted average number of common shares outstanding—basic | [removed: | | | | | | 38,458] [added: 38,743] | | | | [added: 38,458] | | | | 38,297 | | | | [removed: | | | |] 38,068 | | | | [removed: | | | |] 42,285 | | | [removed: | | | | | 50,899 | |]

| Weighted average number of common shares outstanding—diluted | [removed: | | | | | | 38,868] [added: 39,104] | | | | [added: 38,868] | | | | 38,620 | | | | [removed: | | | |] 38,392 | | | | [removed: | | | |] 42,567 | | | [removed: | | | | | 51,053 | |]

| Dividends paid per common share | [removed: | $ | | | |] [added: $] | [removed: .72] [added: 0.80] | | | [removed: $] [added: $] | [added: 0.72] | | | [added: $] | 0.66 | | | [removed: $ | | | |] [added: $] | 0.60 | | | [removed: $ | | | | | 0.505 | | | $ | | | |] [added: $] | [removed: 0.34] [added: 0.51] | |

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

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

| Long-term debt, net of current maturities | [removed: | | | | | | 853,642] [added: 838,245] | | | | [added: 853,642] | | | | 653,081 | | | | [removed: | | | |] 667,930 | | | | [removed: | | | |] 678,680 | | | [removed: | | | | | 154,754 | |]

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

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| Cost of goods sold | 6,327,431 | | | | 6,618,239 | | | | 6,179,771 | | | | 5,987,659 | | | | 4,754,173 | | |

| Gross profit | 1,439,785 | | | | 1,222,016 | | | | 1,071,069 | | | | 1,000,145 | | | | 881,067 | | |

| Income before income taxes | 282,025 | | | | 193,644 | | | | 163,616 | | | | 179,970 | | | | 151,237 | | |

| Net income | $ | 180,628 | | | $ | 126,820 | | | $ | 103,814 | | | $ | 114,694 | | | $ | 94,623 | |

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

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

| | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |

| Current assets | $ | 305,260 | | | $ | 389,558 | | | $ | 278,967 | | | $ | 280,726 | | | $ | 293,887 | |

| Total assets | 2,469,965 | | | | 2,304,876 | | | | 1,990,168 | | | | 1,776,263 | | | | 1,610,955 | | |

| Current liabilities | 364,889 | | | | 390,889 | | | | 412,806 | | | | 310,186 | | | | 294,500 | | |

| Shareholders’ equity | 875,229 | | | | 703,264 | | | | 593,387 | | | | 503,944 | | | | 403,896 | | |

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Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars and gallons in thousands, except per share amounts)

Please read the following discussion of the Company’s financial condition and results of operations in conjunction with the selected historical consolidated financial data and consolidated financial statements and accompanying notes presented elsewhere in this Form 10-K.

Overview

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

On April 30, 2015, there were a total of 1,878 stores in operation.

All but one store offers 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 fuel and the products offered in our stores.

Approximately 57% of all Casey’s General Stores are located in areas with populations of fewer than 5,000 people, while approximately 18% of all stores are located in communities with populations exceeding 20,000 persons.

We operate a central warehouse, the Casey’s Distribution Center, adjacent to our Corporate Headquarters facility in Ankeny, Iowa, through which we supply grocery and general merchandise items to our stores.

At April 30, 2015, the Company owned the land at 1,857 store locations and the buildings at 1,862 locations, and leased the land at 21 locations and the buildings at 16 locations.

During the fourth quarter of fiscal 2015, the Company earned $1.05 in diluted earnings per share compared to $0.54 per share for the same quarter a year ago.

Fiscal 2015 diluted earnings per share were $4.62 versus $3.26 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 fuel and certain convenience items such as beer and soft drinks.

During the 2015 fiscal year, we acquired and opened 32 convenience stores from other parties and completed 45 new store constructions.

In addition to this activity, the Company also replaced 27 stores and closed nine stores during the year.

The fourth quarter results reflected a 3.5% increase in same-store fuel gallons sold, with an average margin of approximately 16.9 cents per gallon.

The Company’s fourth quarter fuel margin was helped by our ability to sell approximately 13.9 million renewable fuel credits for $9,700.

For the fiscal year, same-store gallons increased 2.6% with an average margin of 19.3 cents per gallon.

The Company’s policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions.

Same store sales of grocery & other merchandise increased 9.7% and prepared foods & fountain increased 13.5% during the fourth quarter of fiscal 2015.

The Company has several energy initiatives designed to reduce operating expenses associated with energy consumption.

The Company believes that reducing energy consumption where feasible is a sound long-term business strategy.

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| Cost of goods sold | | | | | | | 6,605,996 | | | | | | | | 6,168,475 | | | | | | | | 5,984,114 | | | | | | | | 4,754,173 | | | | | | | | 3,844,735 | |

| Gross profit | | | | | | | 1,234,259 | | | | | | | | 1,082,365 | | | | | | | | 1,003,690 | | | | | | | | 881,067 | | | | | | | | 792,352 | |

| Income before income taxes | | | | | | | 206,532 | | | | | | | | 175,129 | | | | | | | | 183,515 | | | | | | | | 151,237 | | | | | | | | 181,582 | |

| Net income | | $ | | | | | 134,514 | | | $ | | | | | 110,625 | | | $ | | | | | 116,791 | | | $ | | | | | 94,623 | | | $ | | | | | 116,962 | |

| Current assets | | $ | | | | | 378,144 | | | $ | | | | | 272,817 | | | $ | | | | | 279,278 | | | $ | | | | | 293,887 | | | $ | | | | | 310,085 | |

| Total assets | | | | | | | 2,293,462 | | | | | | | | 1,984,018 | | | | | | | | 1,774,815 | | | | | | | | 1,610,955 | | | | | | | | 1,388,775 | |

| Current liabilities | | | | | | | 362,943 | | | | | | | | 397,748 | | | | | | | | 306,641 | | | | | | | | 294,500 | | | | | | | | 240,886 | |

| Shareholders’ equity | | | | | | | 719,866 | | | | | | | | 602,295 | | | | | | | | 506,041 | | | | | | | | 403,896 | | | | | | | | 824,319 | |

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

[removed: The] [added: The] Board of Directors and [removed: Shareholders][added: Shareholders]

[removed: Casey’s] [added: Casey’s] General Stores, [removed: Inc.:][added: Inc.:]

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] 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: 2014.][added: 2015.]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2014,] [added: 2015,] based on criteria established in [removed: _Internal] [added: Internal] Control—Integrated Framework [removed: (1992)_] [added: (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 [removed: _Management’s] [added: Management's] Annual Report on Internal Control [removed: over] [added: Over] Financial [removed: Reporting_] [added: 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: risks.][added: risk.]

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: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, [removed: 2014,] [added: 2015,] 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: 2014,] [added: 2015,] based on criteria established in [removed: _Internal] [added: Internal] Control—Integrated Framework [removed: (1992)_] [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[removed: /s/KPMG] [added: /s/ KPMG] LLP

[removed: CASEY’S] [added: CASEY’S] GENERAL STORES, INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

| | [removed: | | | | |] April 30, | | | | | | | [removed: | | | |]

| | [removed: | | | | | 2014] [added: 2015] | | | | [added: 2014] | | | | [removed: 2013] [added: 2013] | | |

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

| Current assets | | | | | | | | [removed: | | | | | | | | |]

| Cash and cash equivalents | [removed: | $ | | | | | 121,641 | | |] $ | [added: 48,541] | | | [added: $] | [removed: 41,271] [added: 121,641] | |

| Receivables | [removed: | | | | | | 25,841 | | |] [added: 22,609] | | | | [added: 25,841] | [removed: 20,900] | |

| Inventories | [removed: | | | | | | 204,833 | | |] [added: 197,331] | | | | [added: 204,833] | [removed: 189,514] | |

| Prepaid expenses | [removed: | | | | | | 1,478 | | |] [added: 2,025] | | | | [added: 1,478] | [removed: 1,396] | |

| Deferred income taxes | [removed: | | | | | | 11,878 | | |] [added: 15,531] | | | | [added: 23,292] | [removed: 9,916] | |

| Income taxes receivable | [removed: | | | | | | 12,473 | | |] [added: 19,223] | | | | [added: 12,473] | [removed: 9,820] | |

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

| Land | [removed: | | | | | | 490,005 | | |] [added: 549,239] | | | | [added: 490,005] | [removed: 431,523] | |

| Buildings and leasehold improvements | [removed: | | | | | | 1,004,263 | | |] [added: 1,136,248] | | | | [added: 1,004,263] | [removed: 904,732] | |

| Machinery and equipment | [removed: | | | | | | 1,330,697 | | |] [added: 1,503,079] | | | | [added: 1,330,697] | [removed: 1,182,470] | |

| Leasehold interest in property and equipment | [removed: | | | | | | 16,278 | | |] [added: 16,044] | | | | [added: 16,278] | [removed: 15,486] | |

| Less accumulated depreciation and amortization | [removed: | | | | | | 1,062,278 | | |] [added: 1,185,246] | | | | [added: 1,062,278] | [removed: 952,286] | |

| Net property and equipment | [removed: | | | | | | 1,778,965 | | |] [added: 2,019,364] | | | | [added: 1,778,965] | [removed: 1,581,925] | |

| Other assets, net of amortization | [removed: | | | | | | 15,947 | | |] [added: 18,295] | | | | [added: 15,947] | [removed: 14,485] | |

| Goodwill | [removed: | | | | | | 120,406 | | |] [added: 127,046] | | | | [added: 120,406] | [removed: 114,791] | |

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

| Current liabilities | | | | | | | | [removed: | | | | | | | | |]

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

| Current maturities of long-term debt | [removed: | | | | | | 553 | | |] [added: 15,398] | | | | [added: 553] | [removed: 15,810] | |

| Accounts payable | [removed: | | | | | | 250,807 | | |] [added: 226,577] | | | | [added: 250,807] | [removed: 232,913] | |

| Accrued expenses | | | | | | | | [removed: | | | | | | | | |]

| Wages and related taxes | [removed: | | | | | | 27,411 | | |] [added: 32,092] | | | | [added: 27,411] | [removed: 16,221] | |

| Property taxes | [removed: | | | | | | 22,572 | | |] [added: 23,523] | | | | [added: 22,572] | [removed: 20,229] | |

| Insurance | [removed: | | | | | | 28,429 | | |] [added: 31,389] | | | | [added: 28,429] | [removed: 24,039] | |

| Long-term debt, net of current maturities | [removed: | | | | | | 853,642 | | |] [added: 838,245] | | | | [added: 853,642] | [removed: 653,081] | |

| Deferred compensation | [removed: | | | | | | 16,558 | | |] [added: 17,645] | | | | [added: 16,558] | [removed: 15,787] | |

June 26, 2015

| | | | | | | | |

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

| | | | | | | | |

| | 2015 | | | | 2014 | | |

| Total current assets | 305,260 | | | | 389,558 | | |

| | 3,204,610 | | | | 2,841,243 | | |

| Total assets | $ | 2,469,965 | | | $ | 2,304,876 | |

| Other | 35,910 | | | | 61,117 | | |

| Total current liabilities | 364,889 | | | | 390,889 | | |

| Deferred income taxes | 354,973 | | | | 318,023 | | |

| Total liabilities | 1,594,736 | | | | 1,601,612 | | |

| Retained earnings | 818,955 | | | | 669,386 | | |

| Total shareholders’ equity | 875,229 | | | | 703,264 | | |

| Total liabilities and shareholders’ equity | $ | 2,469,965 | | | $ | 2,304,876 | |

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

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

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

| Gross profit | 1,439,785 | | | | 1,222,016 | | | | 1,071,069 | | |

| Interest, net | 41,225 | | | | 39,915 | | | | 35,265 | | |

| Income before income taxes | 282,025 | | | | 193,644 | | | | 163,616 | | |

| Net income | $ | 180,628 | | | $ | 126,820 | | | $ | 103,814 | |

| Basic | $ | 4.66 | | | $ | 3.30 | | | $ | 2.71 | |

| Diluted | $ | 4.62 | | | $ | 3.26 | | | $ | 2.69 | |

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| Balance at April 30, 2012 | 38,140,309 | | | $ | 12,199 | | | $ | 491,745 | | | $ | 503,944 | |

| Net income | — | | | — | | | | 103,814 | | | | 103,814 | | |

| Balance at April 30, 2013 | 38,352,509 | | | $ | 23,119 | | | $ | 570,268 | | | $ | 593,387 | |

| Net income | — | | | — | | | | 126,820 | | | | 126,820 | | |

| Balance at April 30, 2014 | 38,507,387 | | | $ | 33,878 | | | $ | 669,386 | | | $ | 703,264 | |

| Net income | — | | | — | | | | 180,628 | | | | 180,628 | | |

| Exercise of stock options | 310,224 | | | 11,465 | | | | — | | | | 11,465 | | |

| Stock-based compensation | 68,554 | | | 7,307 | | | | — | | | | 7,307 | | |

| Balance at April 30, 2015 | 38,886,165 | | | $ | 56,274 | | | $ | 818,955 | | | $ | 875,229 | |

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| Net income | $ | 180,628 | | | $ | 126,820 | | | $ | 103,814 | |

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

June 27, 2014

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| Total current assets | | | | | | | 378,144 | | | | | | | | 272,817 | |

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

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

| Other | | | | | | | 33,171 | | | | | | | | 29,436 | |

| Total current liabilities | | | | | | | 362,943 | | | | | | | | 397,748 | |

| Deferred income taxes | | | | | | | 317,953 | | | | | | | | 293,708 | |

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

| Retained earnings | | | | | | | 685,988 | | | | | | | | 579,176 | |

| Total shareholders’ equity | | | | | | | 719,866 | | | | | | | | 602,295 | |

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

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| Gross profit | | | | | | | 1,234,259 | | | | | | | | 1,082,365 | | | | | | | | 1,003,690 | |

| Interest, net | | | | | | | 39,270 | | | | | | | | 35,048 | | | | | | | | 35,192 | |

| Income before income taxes | | | | | | | 206,532 | | | | | | | | 175,129 | | | | | | | | 183,515 | |

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

| Basic | | $ | | | | | 3.50 | | | $ | | | | | 2.89 | | | $ | | | | | 3.07 | |

| Diluted | | $ | | | | | 3.46 | | | $ | | | | | 2.86 | | | $ | | | | | 3.04 | |

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

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

| Net income | | | | | | | \- | | | | | | | | 116,791 | | | | | | | | 116,791 | |

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

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

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

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

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

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

| Stock-based compensation | | | | | | | 5,600 | | | | | | | | 4,270 | | | | | | | | 3,792 | |

| Deferred income taxes | | | | | | | 22,283 | | | | | | | | 36,530 | | | | | | | | 54,589 | |

| Proceeds from exercise of stock options | | | | | | | 3,368 | | | | | | | | 4,721 | | | | | | | | 3,249 | |

| Interest, net of amount capitalized | | $ | | | | | 36,923 | | | $ | | | | | 35,226 | | | $ | | | | | 35,403 | |

1.

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Early application is permitted in specific instances.

2.

location basis.

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[removed: On the basis] [added: For purposes] of [removed: that evaluation, the CEO and CFO have concluded that] [added: Rule 13a-15(e),] the [removed: Company’s current] [added: term] disclosure controls and procedures [added: means controls and other procedures of an issuer that] are [removed: effective] [added: designed] to ensure that information required to be disclosed by the [removed: Company] [added: issuer] in [added: the] reports that it files or submits under the [removed: Securities Exchange] Act [removed: of 1934] [added: (l5 U.S.C. 78a et seq.)] is recorded, processed, [removed: summarized,] [added: summarized] and reported within the time periods specified in [removed: Securities and Exchange Commission] [added: the Commission's] rules and forms.

[removed: The CEO] [added: Disclosure controls] and [removed: CFO have concluded that our disclosure] [added: procedures include, without limitation,] controls and procedures [removed: are also effective for the purpose of ensuring] [added: designed to ensure] that information required to be disclosed [added: by an issuer] in the reports that [removed: the Company] [added: it] files or submits under the [removed: Exchange] Act is accumulated and communicated to [removed: our] [added: the issuer's] management, including [removed: our] [added: its] principal executive and principal financial [removed: officers,] [added: officer, or persons performing similar functions,] as [removed: appropriate,] [added: appropriate] to allow timely decisions regarding required disclosure.

[removed: There were no] [added: No other] changes [added: were made] in the [removed: Company’s] [added: Company's] internal control over financial reporting [removed: that occurred] during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the [removed: Company’s] [added: Company's] internal control over financial reporting.

[removed: 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 [removed: Company’s] [added: Company's] management assessed the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of April 30, [removed: 2014.][added: 2015.]

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

This report appears on page [removed: 32.][added: 27.]

(a) Evaluation of disclosure controls and procedures.

As previously disclosed, management became aware during the second quarter of fiscal 2015 that an immaterial understatement of federal excise tax liability occurred during fiscal years 2012, 2013 and 2014 and the first quarter of fiscal 2015.

A control deficiency was identified with regards to the review and approval of quarterly federal excise tax returns by management with the requisite skill and knowledge, and recognition of the corresponding liability and expense.

The internal controls in place during this time were not responsive to changes in circumstances.

While the control deficiency did not result in a material misstatement to the Company's consolidated financial statements for any period through and including the fiscal year ended April 30, 2014, or the unaudited condensed consolidated financial statements for the first fiscal quarter of fiscal year 2015, it did represent a material weakness as of April 30, 2014, since there existed a reasonable possibility that a material misstatement of the Company's annual or interim financial statements would not be prevented or detected on a timely basis.

The correction of these immaterial errors was recognized in revisions to our consolidated financial statements for the fiscal year ended April 30, 2014, filed on Form 10-K/A (Amendment No. 1) for the fiscal year ended April 30, 2014, and the unaudited condensed consolidated financial statements filed on Form 10-Q/A (Amendment No. 1) for the fiscal quarter ended July 31, 2014.

On the basis of that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of April 30, 2015.

(b) Management's Report on Internal Control over Financial Reporting.

On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, 2015.

(c) Changes in Internal Control over Financial Reporting.

As described above, during the second quarter of fiscal 2015, management concluded that there was a material weakness in internal control over financial reporting, and began actively planning for and implementing a remediation plan to address the material weakness.

As of April 30, 2015, management had completed the remediation efforts as described in the Quarterly Reports on Form 10-Q for the fiscal quarters ended October 31, 2014 and January 31, 2015.

In connection with the

remediation, management (with the assistance of professional advisors) reviewed and made certain enhancements to our internal control over financial reporting to improve such controls and increase their efficiency, and expects to undertake additional enhancements during fiscal 2016.

(d) Other.

The Company does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all fraud and material errors.

An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and occurrences of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

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[removed: PART III][added: PART III]

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

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” [removed: to be] [added: as] filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2014] [added: 2015] and [removed: to be] used in connection with the Company’s [removed: 2014] [added: 2015] Annual Meeting of Shareholders are hereby incorporated by reference.

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That portion of the Company’s definitive Proxy Statement appearing under the caption “Executive Officers and Their Compensation” [removed: to be] [added: as] filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2014] [added: 2015] and [removed: to be] used in connection with the Company’s [removed: 2014] [added: 2015] Annual Meeting of Shareholders is hereby incorporated by reference.

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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” [removed: to be] [added: as] filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2014] [added: 2015] and [removed: to be] used in connection with the Company’s [removed: 2014] [added: 2015] Annual Meeting of Shareholders are hereby incorporated by reference.

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That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions” and “Governance of the Company” [removed: to be] [added: as] filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2014] [added: 2015] and [removed: to be] used in connection with the Company’s [removed: 2014] [added: 2015] Annual Meeting of Shareholders is hereby incorporated by reference.

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That portion of the Company’s definitive Proxy Statement appearing under the caption “Independent Auditor Fees” [removed: to be] [added: as] filed with the Commission within 120 days after April 30, [removed: 2014] [added: 2015] and [removed: to be] used in connection with the Company’s [removed: 2014] [added: 2015] Annual Meeting of Shareholders is hereby incorporated by reference.

[removed: PART IV][added: PART IV]

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

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

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

Consolidated Balance Sheets, April 30, [removed: 2014] [added: 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2014][added: 2015]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2014][added: 2015]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2014][added: 2015]

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

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

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

| 3.1 | [removed: |] Restatement of the Restated and Amended Articles of Incorporation [removed: _(incorporated] [added: (incorporated] by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996) and Articles of Amendment thereto (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, [removed: 2011)_] [added: 2011)] |

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

| 4.8 | [removed: |] Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers of $100,000,000 in principal amount of 5.72% Senior Notes, Series A and Series B [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed September 29, [removed: 2006)_] [added: 2006)] |

| 4.9 | [removed: |] Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed August 10, [removed: 2010)_] [added: 2010)] |

| 4.10 | [removed: |] 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 Reports on Form 8-K filed June 18, 2013 and December 18, [removed: 2013)_] [added: 2013)] |

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

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

| 10.27* | [removed: |] Non-Employee Directors’ Stock Option Plan [removed: _(incorporated] [added: (incorporated] by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, [removed: 1994)_] [added: 1994)] and related form of Grant Agreement [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed May 3, [removed: 2005)_] [added: 2005)] |

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

| 10.29(a)* | [removed: |] 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* | [removed: |] Non-Qualified Supplemental Executive Retirement Plan [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed November 10, [removed: 1997)_] [added: 1997)] and Amendment thereto [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed July 17, [removed: 2006)_] [added: 2006)] |

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

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

| 10.33* | [removed: |] 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)] |

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

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

| 10.38* | [removed: |] Executive Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 [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* | [removed: |] Employment Agreement with Robert J. Myers [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed April 21, [removed: 2010_] [added: 2010] and Amendment to Employment Agreement [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed December 19, [removed: 2012))_] [added: 2012))] |

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

| 10.41* | [removed: |] Casey’s General Stores, Inc. 2009 Stock Incentive Plan [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, 2010) [removed: a_nd] [added: and] 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 [removed: _(incorporated] [added: (incorporated] by reference from the Current Report on Form 8-K filed June 27, [removed: 2011)_] [added: 2011)] |

| 21 | [removed: |] Subsidiaries of Casey’s General Stores, Inc. |

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

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

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

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

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

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

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

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

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

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

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

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| | | | | | | Accounting Officer) |