Casey's (CASY) 10-K risk factor changes: FY2017 vs FY2016

We compete with many other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, club stores, fast food outlets, and mass merchants, [added: and a variety of other retail companies,] including retail gasoline companies that have more extensive retail outlets, greater brand name recognition and established fuel supply arrangements.

Certain of these non-traditional retailers may use more extensive promotional pricing or discounts, both at the fuel pump and in the [removed: convenience] store, to encourage in-store merchandise sales and gasoline sales.

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

Over the past three fiscal years, on average our fuel revenues accounted for approximately [removed: 66%] [added: 61%] of total revenue and our fuel gross profit accounted for approximately 23% of total gross profit.

General political conditions, [added: threatened or actual] acts of war or terrorism, and instability in oil producing regions, particularly in the Middle East and South America, can significantly affect crude oil supplies and wholesale petroleum costs.

In addition, the supply of fuel and [removed: 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 fuel.

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

[removed: New technologies developed] [added: Improvements] to [removed: improve] the fuel efficiency of automobiles, or further [removed: governmental] mandates to improve fuel efficiency, may result in decreased demand for conventional fuel.

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

Technological advances to reducing fuel use [removed: may steer public opinion against our product, which] [added: and governmental mandates to improve fuel efficiency] could have a material adverse effect on our business, financial condition and results of operations.

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

Total credit card fees paid in fiscal [added: 2017,] 2016, [removed: 2015,] and [removed: 2014,] [added: 2015,] were approximately [removed: $100] [added: $110] million, $100 million, and [removed: $95] [added: $100] million, respectively.

Sales of tobacco products have averaged approximately [removed: 10%] [added: 11%] of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately 10% of total gross profit for the same period.

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

In the event these rebates are no longer offered or decreased, our wholesale cigarette costs will [removed: increase accordingly.]

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

Additionally, we are occasionally exposed to industry-wide or class-action claims arising from the products we [removed: carry or] [added: carry,] industry-specific business [removed: practices.][added: practices or other operational matters.]

For example, various petroleum marketing retailers, distributors and refiners [removed: recently] defended class-action claims alleging that the sale of unadjusted volumes of fuel at temperatures in excess of 60 degrees Fahrenheit violates various state consumer protection laws due to the expansion of the fuel with the increase of fuel temperatures.

Our defense costs and any resulting damage awards or settlement amounts may not be [added: covered, or in some instances] fully [removed: covered] [added: covered,] by our insurance policies.

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 [added: a] cybersecurity [removed: attacks] [added: incident] or otherwise, or to comply with applicable regulations relating to data security and privacy.

In the normal course of our business as a [removed: motor fuel and merchandise] retailer, we obtain [added: and have access to] large amounts of personal data, including [added: but not limited to] credit and debit card information [added: and other personally identifiable information] from our [removed: customers.][added: customers, employees, and vendors.]

While we [removed: have invested] [added: invest] significant amounts and [added: have] engaged professional advisers in the protection of [added: such data and information,] our IT [removed: systems] [added: systems,] and incident response programs, and maintain what we believe are adequate security [removed: controls over individually identifiable customer, employee and vendor data provided to us,] [added: controls,] a [removed: breakdown] [added: compromise] or a breach in our [removed: systems] [added: systems, or other data security incident] that results in the [added: loss,] unauthorized [removed: release] [added: release, disclosure or acquisition] of [removed: individually identifiable customer] [added: such data] or [added: information, or] other sensitive data [added: or information,] could nonetheless occur and have a material adverse effect on our reputation, operating results and financial condition.

A [removed: successful cyberattack resulting] [added: data security incident of any kind could expose us to risk] in [added: terms of] the [removed: loss] [added: loss, unauthorized release, disclosure or acquisition] of sensitive customer, employee or vendor [removed: data] [added: data, and] could result in [removed: customer] litigation [added: or other regulatory action] being brought against us and [removed: damage] [added: damage, monetary and other] claims made by or on behalf of the payment card [removed: industry and/or affected] [added: brands, customers, employees, shareholders,] financial [removed: institutions.][added: institutions and governmental agencies.]

[removed: Certain of such claims, if resolved against us,] [added: Such claims] could give rise to substantial monetary damages [added: and losses] which are not [added: covered, or in some instances] fully [removed: covered] [added: covered,] by our insurance policies and which could adversely affect our reputation, results of operations, financial condition and liquidity.

Moreover, a [added: data] security [removed: breach] [added: incident] could require that we expend significant additional resources to further upgrade the security [added: and other] measures that we employ to guard [removed: against cyberattacks.][added: against, and respond to, such incidents.]

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

Unfavorable economic conditions, [added: especially those affecting the agricultural industry,] higher fuel prices, and unemployment levels can affect consumer confidence, spending patterns, and miles driven, causing customers to “trade down” to lower priced products in certain categories when these conditions exist.

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

In certain states, we [removed: generate fuel revenues by blending] [added: blend] bulk fuel with ethanol and bio-diesel and [removed: selling] [added: sell] the associated “renewable identification numbers” (“RINs”) that are [removed: released] [added: generated] in the process.

The market prices paid to us for our [removed: “RINs”,] [added: RINs] can fluctuate widely from period to period and [added: can] have a significant impact on our financial results for a particular period or periods.

The market price for RINs fluctuates based on a variety of [removed: factors, including] [added: factors including,] but not limited [removed: to] [added: to,] governmental and regulatory action, perceptions concerning the prospect for changes in the renewable fuels standards or the future availability of RINs, and other market dynamics.

During the past three fiscal years, the average sale price has been [removed: $0.57] [added: $0.64] per RIN.

Any significant decline in the market price of [removed: RINs,] [added: RINs] could have a material adverse effect on our results of operations in a particular period or periods.

The wholesale costs we pay for certain [removed: other] commodities such as cheese and coffee [removed: also] can fluctuate widely from period to period.

All of our stores are located in the Midwest region of the United States, which is susceptible to tornadoes, thunderstorms, [added: earthquakes,] extended periods of rain, flooding, ice storms, and heavy snow.

From May 1, [removed: 2015] [added: 2016] through April 30, [removed: 2016] [added: 2017] we acquired [removed: five] [added: 22 convenience stores] and opened [removed: four convenience] [added: 18 of those] stores.

Our business is subject to extensive governmental laws and regulations that include but are not limited to those relating to environmental protection; the preparation, sale and labeling of food; minimum wage, overtime and other employment laws and regulations; compliance with the Patient Protection and Affordable Care Act and the [removed: American] [added: Americans] with Disabilities Act; legal restrictions on the sale of alcohol, tobacco, money order and lottery products; compliance with the Payment Card Industry Data Security Standards and similar requirements; securities laws and Nasdaq listing standards.

A violation or change of these laws could adversely affect our business, financial condition, and results of operations because state and local regulatory agencies have the power to [removed: approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies.]

Additionally, [removed: we transport] a significant portion of [removed: our] motor fuel [added: is transported] in our own trucks, instead of by third-party carriers.

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

increase accordingly.

Also, increasing regulations for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these types of products.

economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products the Company sells in its stores.

Last year, certain oil refiners and other interested parties initiated legal challenges and filed rulemaking requests with the U.S. Environmental Protection Agency (“EPA”), seeking reconsideration and/or changes in the RFS regulations identifying refiners and importers of gasoline and diesel fuel as the entities responsible for complying with the annual percentage standards adopted by EPA under the renewable fuel standards program.

On November 10, 2016, EPA proposed denying the petitions for rulemaking it has received to change the “point of obligation” from refiners and importers, but at the same time EPA opened a 60 day public comment process to allow comments on its action, which has now closed.

At some point in the future, EPA will issue a final decision on its proposed denial of the proposal to initiate rulemaking to change the point of obligation.

Any change in the existing RFS regulations, whether as a result of EPA rulemaking or other legal challenge, could materially and adversely affect the market prices for RINs and/or our ability to sell our RINs to other parties, and there can be no assurance that such regulatory changes will not occur in the future.

approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies.

Customer preferences and store traffic could be adversely impacted by health concerns about certain prepared food products, reports of food-borne illnesses or food safety issues, any of which could result in a decrease in demand for our prepared food offerings.

Customer preferences and store traffic could be adversely impacted by health concerns or negative publicity about the consumption of particular prepared food products such as pizza, which could cause a decline in demand for those products and adversely impact our sales.

Instances or reports, whether verified or not, of food-safety issues, such as food-borne illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, storing or preparation, have in the past significantly damaged the reputations of companies in the food processing, grocery and quick service and “fast casual” restaurant sectors, and could affect us as well.

Any instances of, or reports linking us to, food-borne illnesses or food tampering, contamination, mislabeling or other food-safety issues could damage the value of the Casey’s brand and severely hurt sales of our prepared food products and possibly lead to product liability claims, litigation (including class actions), government agency investigations and damages.

Our operations present hazards and risks which may not be fully covered by insurance, if insured.

The scope and nature of our operations present a variety of operational hazards and risks that must be managed through continual oversight and control.

As protection against hazards and risks, we maintain insurance against many, but not all, potential losses or liabilities arising from such risks.

Uninsured losses and liabilities from operating risks could reduce the funds available to us for capital and investment spending and could have a material adverse impact on the results of operations in a particular period or periods.

Covenants in the agreements relating to our Senior Notes require us to meet financial maintenance tests.

Failure to comply with these requirements could have a material impact to us.

We are required to meet certain financial and non-financial covenants under our existing note agreements relating to our Senior Notes.

A breach of any covenant could result in a default under the note agreements, which could, if not timely cured, permit lenders to declare all amounts outstanding to be immediately due and payable, and have an adverse effect on our business, financial condition, and results of operation.

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise, sales/use, and gross receipts taxes), payroll taxes, property taxes, and tobacco taxes.

Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied.

The activity could result in increased expenditures for tax liabilities in the future.

Many of these liabilities are subject to periodic audits by the respective taxing authorities.

Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

A significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business.

We rely on our distribution and transportation network to provide products to our stores in a timely and cost-effective manner.

Product is moved from vendor locations to the two distribution centers.

Deliveries to our stores occur from the distribution center or directly from our vendors.

Any disruption, unanticipated or unusual expense or operational failure related to this process could affect our store operations negatively.

Shortages or interruptions in the supply of products could affect our operating results.

We depend on regular deliveries of products that meet our specifications.

In addition, we have a single supplier or limited number of suppliers for certain products.

While we believe there are adequate reserve quantities and alternative suppliers, shortages or interruptions in the receipt of products caused by unanticipated demand, problems in production or distribution, financial or other difficulties of suppliers, inclement weather or other conditions could adversely affect the availability, quality and cost of products, and our operating results.

These competitive pressures

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

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.

Cyberattacks are rapidly evolving and becoming increasingly sophisticated, and a number of retailers have reported data breaches in recent months resulting in the exposure of sensitive customer data, including payment card information.

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

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

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

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

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

We may be the subject of complaints or litigation arising from food-related illness or injury in general which could have a negative impact on our business.

Additionally, negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, employee relations or other matters related to our prepared food operations may materially adversely affect demand for our prepared food offerings and could result in a decrease in customer traffic to our convenience stores.

It is critical to our reputation that we maintain a consistent level of high quality prepared food offerings at our convenience stores.

Health concerns, poor food quality or operating issues stemming from one store or a limited number of stores could materially adversely affect the operating results of some or all of our stores.

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.

Some of the factors that may affect our quarterly results and same store sales

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2016,] [added: 2017,] would have no material effect on pretax earnings.

Casey’s General Stores, Inc. (“Casey’s”) and its wholly owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”) operate convenience stores under the [removed: name] [added: names "Casey's" and] “Casey’s General Store” (hereinafter referred to as “Casey’s Store” or “Stores”) in [removed: 14] [added: 15] Midwestern states, primarily in Iowa, Missouri, and Illinois.

The Company also operates two stores [added: under the name "Tobacco City",] selling primarily tobacco [removed: products.][added: products, and one grocery store.]

The [added: Casey's] stores 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 nonfood items.

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

On April 30, [removed: 2016] [added: 2017] there were a total of [removed: 1,931] [added: 1,978] stores in operation.

There were [removed: 51] [added: 48] stores newly constructed in fiscal [removed: 2016.][added: 2017.]

We closed [removed: three] [added: 20] stores in fiscal [removed: 2016.][added: 2017.]

We also acquired [removed: five] [added: 22] additional stores in fiscal [removed: 2016; four] [added: 2017; 18] of those stores were opened in fiscal [removed: 2016,] [added: 2017,] and [removed: one] [added: four] will be opened during the [removed: 2017] [added: 2018] fiscal year.

[removed: We opened our second] [added: Two] distribution [removed: center in Terre Haute, Indiana] [added: centers are] in [removed: February, 2016, from which, combined with our existing distribution center] [added: operation (in Ankeny, Iowa] adjacent to our corporate headquarters [added: and] in [removed: Ankeny, Iowa, we supply] [added: Terre Haute, Indiana) from which] grocery and general merchandise items [added: are supplied] to our stores.

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

The Company competes on the basis of price as well as on the basis of traditional features of convenience store operations such as location, extended hours, [added: product offerings,] and quality of service.

[removed: The] [added: Casey's] Marketing Company [added: (Marketing Company)] and [removed: the] [added: Casey's] Services Company [added: (Services Company)] were organized as Iowa corporations in March [removed: 1995, and both are wholly owned subsidiaries of Casey’s.][added: 1995.]

Casey’s Retail Company [added: owns and] operates stores in Illinois, Kansas, Minnesota, Nebraska, North Dakota and South Dakota; it also holds the rights to the Casey’s [removed: trademark and] [added: trademarks, service marks,] trade [removed: name.][added: names, and other intellectual property.]

[removed: operation of] [added: The Marketing Company owns and operates] stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, [added: Ohio,] Oklahoma, Tennessee and Wisconsin.

Most of our staple foodstuffs are nationally advertised [removed: brands.][added: brands, and we also have an assortment of Casey's proprietary branded products.]

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

As of April 30, [removed: 2016,] [added: 2017,] the Company was selling donuts prepared on store premises in approximately 99% of our stores in addition to cookies, brownies, and other bakery items.

We began marketing made-from-scratch pizza in 1984, and it was available in [removed: 1,905] [added: 1,954] stores (99%) as of April 30, [removed: 2016.][added: 2017.]

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

In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 34%] [added: 39%] of our total revenue, but they have resulted in approximately 77% of our gross profit.

Gross profit margins on prepared food items averaged approximately [removed: 61%] [added: 62%] during the three fiscal years ended April 30, [removed: 2016—substantially] [added: 2017—substantially] higher than the gross profit margin on retail sales of fuel, which averaged approximately [removed: 7%.][added: 8%.]

The current larger store design measures [removed: 39] [added: 42] feet by [removed: 103] [added: 110] feet with approximately [removed: 2,500] [added: 2,200] square feet devoted to sales area, [removed: 500] [added: 550] square feet to kitchen space, [removed: 400] [added: 425] square feet to storage, and 2 large public restrooms.

There is also a smaller store design that is generally designated for smaller communities that measures [removed: 43] [added: 39] feet by [removed: 75] [added: 86] feet, with approximately [removed: 1,600] [added: 1,500] square feet devoted to sales area with the remaining areas similar in size.

Each new store typically includes 4 to 10 islands of fuel dispensers and storage tanks with capacity for [removed: 30,000] [added: 60,000] to [removed: 50,000] [added: 70,000] gallons of fuel.

As of April 30, [removed: 2016,] [added: 2017,] we operate approximately [removed: 950] [added: 995] stores on a 24-hour basis.

[added: Our] store-site selection criteria emphasize the population of the immediate area and daily highway traffic volume.

Approximately 59% of Casey’s total revenue for the year ended April 30, [removed: 2016] [added: 2017] 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: 2016:][added: 2017:]

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Number of gallons sold | [removed: 1,951,814] [added: 2,061,794] | | | | [removed: 1,816,596] [added: 1,951,814] | | | | [removed: 1,665,600] [added: 1,816,596] | | |

| Total retail fuel sales | $ | [removed: 4,214,802] [added: 4,414,128] | | | $ | [removed: 5,144,385] [added: 4,214,802] | | | $ | [removed: 5,554,580] [added: 5,144,385] | |

| Percentage of total revenue | [removed: 59.2] [added: 58.8] | | % | | [removed: 66.2] [added: 59.2] | | % | | [removed: 70.8] [added: 66.2] | | % |

| Gross profit percentage (excluding credit card fees) | [removed: 9.1] [added: 8.6] | | % | | [removed: 6.8] [added: 9.1] | | % | | [removed: 4.8] [added: 6.8] | | % |

| Average retail price per gallon | $ | [removed: 2.16] [added: 2.14] | | | $ | [removed: 2.83] [added: 2.16] | | | $ | [removed: 3.33] [added: 2.83] | |

| Average gross profit margin per gallon (excluding credit card fees) | | [removed: 19.55] [added: 18.35] | ¢ | | | [removed: 19.33] [added: 19.55] | ¢ | | | [removed: 16.08] [added: 19.33] | ¢ |

| Average number of gallons sold per store* | [removed: 1,015] [added: 1,053] | | | | [removed: 968] [added: 1,015] | | | | [removed: 932] [added: 968] | | |

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

The Marketing Company supplies all stores with groceries, food, health and beauty aids, and general merchandise from [removed: our] [added: the] distribution centers.

The stores place orders for merchandise electronically to our headquarters in Ankeny, and [removed: we fill] the orders [added: are filled] with weekly shipments in Company-owned delivery trucks from one of the distribution centers, depending on geographic proximity to the store.

All of our existing and most of our proposed stores are within [removed: our] [added: the] two distribution centers' optimum efficiency range—a radius of approximately 500 miles around each center.

Retail prices of fuel during the year were consistent, on average, with the prior year.

The Company has a number of other

One of our subsidiaries, Casey’s Marketing Company (Marketing Company), was incorporated in Iowa in March 1995.

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

A third subsidiary, Casey’s Retail Company, was incorporated in Iowa in 2004 and a fourth subsidiary, CGS Sales Corp., was incorporated in 2008.

A fifth subsidiary, Tobacco City Inc., was incorporated in Iowa in 2014.

All subsidiaries other than Services Company operate from the Corporate Headquarters.

The Marketing Company owns and has responsibility for the

Our

Retail prices of fuel decreased significantly during the year ended April 30, 2016.

For the Fiscal Year Ended April 30, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2015,] [added: 2016,] was approximately [removed: $4.1] [added: $4.4] billion based on the closing sales price [removed: ($106.22] [added: ($112.99] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June 21, [removed: 2016] [added: 2017] |

| Common Stock, no par value per share | | [removed: 39,135,363] [added: 38,547,278] shares |

The information called for by Item 5 of Part II and Items 10, 11, 12, 13 and 15 of Part III is hereby incorporated by reference from the definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after April 30, [removed: 2016.][added: 2017.]

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| | ITEM 1B. | [Unresolved Staff [removed: Comments](#sAC75984F523A50598B152FFA37E25BC8)] [added: Comments](#s77D87F96160C5D4DAB1E1A7AECE01DCF)] | [removed: [14](#sAC75984F523A50598B152FFA37E25BC8)] [added: [15](#s77D87F96160C5D4DAB1E1A7AECE01DCF)] |

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| | ITEM 3. | [Legal [removed: Proceedings](#s8668634201555BCF8F4B79F0AE56C673)] [added: Proceedings](#s6A06BA3F32DB57139198F73C52D68B03)] | [removed: [14](#s8668634201555BCF8F4B79F0AE56C673)] [added: [15](#s6A06BA3F32DB57139198F73C52D68B03)] |

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| PART II | ITEM 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s5CC6CA838BA05B75B72FD526BDFF4CEC)] [added: Securities](#sAE22A9BC374A5C1CA4B860A8369CAD97)] | [removed: [15](#s5CC6CA838BA05B75B72FD526BDFF4CEC)] [added: [16](#sAE22A9BC374A5C1CA4B860A8369CAD97)] |

| | ITEM 6. | [Selected Financial [removed: Data](#sEAF83F3936A95BE992FDB7287C7717B2)] [added: Data](#sD6733E863BD3521BAC0775E0BAEC3799)] | [removed: [16](#sEAF83F3936A95BE992FDB7287C7717B2)] [added: [18](#sD6733E863BD3521BAC0775E0BAEC3799)] |

| | ITEM 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s4D19C0004DA75E5DAEFE6687BB583F6C)] [added: Operations](#s13DF8A2743A953779F8562DF327FC995)] | [removed: [16](#s4D19C0004DA75E5DAEFE6687BB583F6C)] [added: [18](#s13DF8A2743A953779F8562DF327FC995)] |

| | ITEM 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s380FDDBA65435E4E9DD1BA1E434C33AC)] [added: Risk](#sEBD757B701D05EC08E51DEB0A32E8834)] | [removed: [26](#s380FDDBA65435E4E9DD1BA1E434C33AC)] [added: [28](#sEBD757B701D05EC08E51DEB0A32E8834)] |

| | ITEM 8. | [Financial Statements and Supplementary [removed: Data](#sE5C8EAE4734351B9980A6F5206526C13)] [added: Data](#sEB4C096812C656B1A379DD9E8B2A18E0)] | [removed: [27](#sE5C8EAE4734351B9980A6F5206526C13)] [added: [29](#sEB4C096812C656B1A379DD9E8B2A18E0)] |

| | ITEM 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s9F7EF6EC47805A7F853BC3830A5A484D)] [added: Disclosure](#sCB22A4507098526EB1257EE990B7403C)] | [removed: [45](#s9F7EF6EC47805A7F853BC3830A5A484D)] [added: [46](#sCB22A4507098526EB1257EE990B7403C)] |

| | ITEM 9A. | [Controls and [removed: Procedures](#sDB57A0DB62F95E19B5201213CB263233)] [added: Procedures](#sA03B908B62FD543FBDD3FC5964F4DFE4)] | [removed: [45](#sDB57A0DB62F95E19B5201213CB263233)] [added: [46](#sA03B908B62FD543FBDD3FC5964F4DFE4)] |

| | ITEM 9B. | [Other [removed: Information](#s7A9B9AB7FA3358519B4A32CDA365697F)] [added: Information](#s86505C6C68D059AE82C92A5DFC37237B)] | [removed: [46](#s7A9B9AB7FA3358519B4A32CDA365697F)] [added: [47](#s86505C6C68D059AE82C92A5DFC37237B)] |

| PART III | ITEM 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s19AF171C15EE5EF193A447A9C814DADC)] [added: Governance](#s2A11C16E56E658818ED6CE06785E63DC)] | [removed: [47](#s19AF171C15EE5EF193A447A9C814DADC)] [added: [48](#s2A11C16E56E658818ED6CE06785E63DC)] |

| | ITEM 11. | [Executive [removed: Compensation](#s5AB7CD26331850D09A771529741A0987)] [added: Compensation](#s7A1821CDC5E5548FB9FA5C0B50887108)] | [removed: [47](#s5AB7CD26331850D09A771529741A0987)] [added: [48](#s7A1821CDC5E5548FB9FA5C0B50887108)] |

| | ITEM 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sC5EEC2CEA3F554ECA0C95FEF1D97AE9A)] [added: Matters](#sFE8F8B32942C596E9DA58BED92F9B54E)] | [removed: [47](#sC5EEC2CEA3F554ECA0C95FEF1D97AE9A)] [added: [48](#sFE8F8B32942C596E9DA58BED92F9B54E)] |

| | ITEM 13. | [Certain Relationships and Related Transactions and Director [removed: Independence](#sF8075971FF3557D6BA8EFB210B552066)] [added: Independence](#s0E159B0988F55644B3965ECF45306B73)] | [removed: [47](#sF8075971FF3557D6BA8EFB210B552066)] [added: [48](#s0E159B0988F55644B3965ECF45306B73)] |

| | ITEM 14. | [Principal Accountant Fees and [removed: Services](#s78FD718EADD759D2A78A29501143A5C4)] [added: Services](#s7978982426E55356BA0EDA45FD357B19)] | [removed: [47](#s78FD718EADD759D2A78A29501143A5C4)] [added: [48](#s7978982426E55356BA0EDA45FD357B19)] |

| PART IV | ITEM 15. | [Exhibits and Financial Statement [removed: Schedules](#sF4111BE3A37A5233A13E8D5ED037912D)] [added: Schedules](#sCB4E5BB8D9315E59B80C2686C20CD57F)] | [removed: [48](#sF4111BE3A37A5233A13E8D5ED037912D)] [added: [49](#sCB4E5BB8D9315E59B80C2686C20CD57F)] |

10-K 1 casy-2017430x10k.htm 10-K

See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act

| | | | | | |

| Emerging growth company | | ¨ | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

| | | [Signatures](#s67C5104609D85C07A07AB301F7320A57) | [51](#s67C5104609D85C07A07AB301F7320A57) |

10-K 1 casy-2016430x10k.htm 10-K

| | | [Signatures](#sA62E3AF1AB01592EA8E8CF48C9C49D97) | [50](#sA62E3AF1AB01592EA8E8CF48C9C49D97) |

Located on an approximately [removed: 45-acre] [added: 51-acre] site in Ankeny, Iowa, our corporate headquarters, our first distribution center, and our vehicle service and maintenance center occupy a total of approximately 375,000 square feet.

We also own a building near our corporate headquarters where [removed: we operate] our construction and support services [removed: departments.][added: departments operate.]

On April 30, [removed: 2016,] [added: 2017,] we also owned the land at [removed: 1,910] [added: 1,957] store locations and the buildings at [removed: 1,915] [added: 1,962] locations and leased the land at 21 locations and the buildings at 16 locations.

The [removed: 39,055,570] [added: 38,765,821] shares of common stock outstanding at April 30, [removed: 2016] [added: 2017] had a market value of approximately [removed: $4.4] [added: $4.3] billion.

On that date there were [removed: 1,690] [added: 1,715] shareholders of record.

| Calendar [removed: 2014] [added: 2015] | High | | | | Low | | | | Calendar [removed: 2015] [added: 2016] | | High | | | | Low | | | | Calendar [removed: 2016] [added: 2017] | | High | | | | Low | | |

| Q1 | $ | [removed: 70.95] [added: 94.67] | | | $ | [removed: 64.84] [added: 83.00] | | | Q1 | | $ | [removed: 94.67] [added: 123.75] | | | $ | [removed: 83.00] [added: 98.80] | | | Q1 | | $ | [removed: 123.75] [added: 120.90] | | | $ | [removed: 98.80] [added: 107.43] | |

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal [removed: 2016] [added: 2017] totaled [removed: $0.88] [added: $0.96] per share.

The dividends declared in fiscal [removed: 2015] [added: 2016] totaled [removed: $0.80] [added: $0.88] per share.

On June [removed: 3, 2016,] [added: 2, 2017,] the Board of Directors declared a quarterly dividend of [removed: $0.24] [added: $0.26] per share payable August 15, [removed: 2016] [added: 2017] to shareholders of record on August 1, [removed: 2016.][added: 2017.]

The cash dividends declared during the calendar years [removed: 2014-16] [added: 2015-17] were as follows:

| Calendar [removed: 2014] [added: 2015] | Cash dividend declared | | | | Calendar [removed: 2015] [added: 2016] | | Cash dividend declared | | | | Calendar [removed: 2016] [added: 2017] | | Cash dividend declared | | |

| Q1 | $ | [removed: 0.180] [added: 0.200] | | | Q1 | | $ | [removed: 0.200] [added: 0.220] | | | Q1 | | $ | [removed: 0.220] [added: 0.240] | |

| [removed: Q2] [added: Q3] | [removed: 0.200] [added: 0.220] | | | | [removed: Q2] [added: Q3] | | [removed: 0.220] [added: 0.240] | | | | [removed: Q2] | | [removed: 0.240] | | |

| Q2 | $ | 98.22 | | | $ | 80.94 | | | Q2 | | $ | 131.52 | | | $ | 105.17 | | | | | | | | | | | |

| Q3 | $ | 114.90 | | | $ | 95.30 | | | Q3 | | $ | 136.22 | | | $ | 115.07 | | | | | | | | | | | |

| Q4 | $ | 129.53 | | | $ | 101.36 | | | Q4 | | $ | 126.49 | | | $ | 110.45 | | | | | | | | | | | |

| Q2 | 0.220 | | | | Q2 | | 0.240 | | | | Q2 | | 0.260 | | |

| Q4 | 0.220 | | | | Q4 | | 0.240 | | | | | | | | |

| | 0.860 | | | | | | 0.940 | | | | | | | | |

Issuer Purchases of Equity Securities

During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock.

The share repurchase authorization is valid for a period of two years.

The timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements.

The program can be suspended or discontinued at any time.

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, 2017:

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

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

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

| Period | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| Fourth Quarter: | | | | | | | | | | | | | |

| March 9-31, 2017 | 215,900 | | | $ | 110.32 | | | 215,900 | | | $ | 276,182,253 | |

| April 1-30, 2017 | 227,900 | | | 112.14 | | | | 227,900 | | | 250,626,279 | | |

| As of April 30, 2017 | 443,800 | | | $ | 111.25 | | | 443,800 | | | $ | 250,626,279 | |

| Q2 | $ | 75.79 | | | $ | 64.12 | | | Q2 | | $ | 98.22 | | | $ | 80.94 | | | | | | | | | | | |

| Q3 | $ | 73.09 | | | $ | 65.70 | | | Q3 | | $ | 114.90 | | | $ | 95.30 | | | | | | | | | | | |

| Q4 | $ | 91.42 | | | $ | 71.08 | | | Q4 | | $ | 129.53 | | | $ | 101.36 | | | | | | | | | | | |

| Q3 | 0.200 | | | | Q3 | | 0.220 | | | | | | | | |

| Q4 | 0.200 | | | | Q4 | | 0.220 | | | | | | | | |

| | 0.780 | | | | | | 0.860 | | | | | | | | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total revenue | $ | [removed: 7,122,086] [added: 7,506,587] | | | $ | [removed: 7,767,216] [added: 7,122,086] | | | $ | [removed: 7,840,255] [added: 7,767,216] | | | $ | [removed: 7,250,840] [added: 7,840,255] | | | $ | [removed: 6,987,804] [added: 7,250,840] | |

| Cost of goods sold | [removed: 5,508,465] [added: 5,825,426] | | | | [removed: 6,327,431] [added: 5,508,465] | | | | [removed: 6,618,239] [added: 6,327,431] | | | | [removed: 6,179,771] [added: 6,618,239] | | | | [removed: 5,987,659] [added: 6,179,771] | | |

| Gross profit | [removed: 1,613,621] [added: 1,681,161] | | | | [removed: 1,439,785] [added: 1,613,621] | | | | [removed: 1,222,016] [added: 1,439,785] | | | | [removed: 1,071,069] [added: 1,222,016] | | | | [removed: 1,000,145] [added: 1,071,069] | | |

| Operating expenses | [removed: 1,053,805] [added: 1,172,328] | | | | [removed: 960,424] [added: 1,053,805] | | | | [removed: 857,297] [added: 960,424] | | | | [removed: 760,365] [added: 857,297] | | | | [removed: 688,431] [added: 760,365] | | |

| Depreciation and amortization | [removed: 170,937] [added: 197,629] | | | | [removed: 156,111] [added: 170,937] | | | | [removed: 131,160] [added: 156,111] | | | | [removed: 111,823] [added: 131,160] | | | | [removed: 96,552] [added: 111,823] | | |

| Interest, net | [removed: 40,173] [added: 41,536] | | | | [removed: 41,225] [added: 40,173] | | | | [removed: 39,915] [added: 41,225] | | | | [removed: 35,265] [added: 39,915] | | | | [removed: 35,192] [added: 35,265] | | |

| Income before income taxes | [removed: 348,706] [added: 269,668] | | | | [removed: 282,025] [added: 348,706] | | | | [removed: 193,644] [added: 282,025] | | | | [removed: 163,616] [added: 193,644] | | | | [removed: 179,970] [added: 163,616] | | |

| Federal and state income taxes | [removed: 122,724] [added: 92,183] | | | | [removed: 101,397] [added: 122,724] | | | | [removed: 66,824] [added: 101,397] | | | | [removed: 59,802] [added: 66,824] | | | | [removed: 65,276] [added: 59,802] | | |

| Net income | $ | [removed: 225,982] [added: 177,485] | | | $ | [removed: 180,628] [added: 225,982] | | | $ | [removed: 126,820] [added: 180,628] | | | $ | [removed: 103,814] [added: 126,820] | | | $ | [removed: 114,694] [added: 103,814] | |

| Basic earnings per common share | $ | [removed: 5.79] [added: 4.54] | | | $ | [removed: 4.66] [added: 5.79] | | | $ | [removed: 3.30] [added: 4.66] | | | $ | [removed: 2.71] [added: 3.30] | | | $ | [removed: 3.01] [added: 2.71] | |

| Diluted earnings per common share | $ | [removed: 5.73] [added: 4.48] | | | $ | [removed: 4.62] [added: 5.73] | | | $ | [removed: 3.26] [added: 4.62] | | | $ | [removed: 2.69] [added: 3.26] | | | $ | [removed: 2.99] [added: 2.69] | |

| Weighted average number of common shares outstanding—basic | [removed: 39,016] [added: 39,125] | | | | [removed: 38,743] [added: 39,016] | | | | [removed: 38,458] [added: 38,743] | | | | [removed: 38,297] [added: 38,458] | | | | [removed: 38,068] [added: 38,297] | | |

| Weighted average number of common shares outstanding—diluted | [removed: 39,422] [added: 39,579] | | | | [removed: 39,104] [added: 39,422] | | | | [removed: 38,868] [added: 39,104] | | | | [removed: 38,620] [added: 38,868] | | | | [removed: 38,392] [added: 38,620] | | |

| Dividends [removed: paid] [added: declared] per common share | $ | [removed: 0.88] [added: 0.96] | | | $ | [removed: 0.80] [added: 0.88] | | | $ | [removed: 0.72] [added: 0.80] | | | $ | [removed: 0.66] [added: 0.72] | | | $ | [removed: 0.60] [added: 0.66] | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Current assets | $ | [removed: 325,885] [added: 350,685] | | | $ | [removed: 305,260] [added: 325,885] | | | $ | [removed: 389,558] [added: 305,260] | | | $ | [removed: 278,967] [added: 389,558] | | | $ | [removed: 280,726] [added: 278,967] | |

| Total assets | [removed: 2,726,148] [added: 3,020,102] | | | | [removed: 2,469,965] [added: 2,726,148] | | | | [removed: 2,304,876] [added: 2,469,965] | | | | [removed: 1,990,168] [added: 2,304,876] | | | | [removed: 1,776,263] [added: 1,990,168] | | |

| Current liabilities | [removed: 387,571] [added: 446,546] | | | | [removed: 364,889] [added: 387,571] | | | | [removed: 390,889] [added: 364,889] | | | | [removed: 412,806] [added: 390,889] | | | | [removed: 310,186] [added: 412,806] | | |

| Long-term debt, net of current maturities | [removed: 822,869] [added: 907,356] | | | | [removed: 838,245] [added: 822,869] | | | | [removed: 853,642] [added: 838,245] | | | | [removed: 653,081] [added: 853,642] | | | | [removed: 667,930] [added: 653,081] | | |

| Shareholders’ equity | [removed: 1,083,463] [added: 1,190,620] | | | | [removed: 875,229] [added: 1,083,463] | | | | [removed: 703,264] [added: 875,229] | | | | [removed: 593,387] [added: 703,264] | | | | [removed: 503,944] [added: 593,387] | | |

The Company primarily operates convenience stores under the [removed: name] [added: names "Casey's" and] “Casey’s General Store” in [removed: 14] [added: 15] Midwestern states, primarily in Iowa, Missouri and Illinois.

On April 30, [removed: 2016,] [added: 2017,] there were a total of [removed: 1,931] [added: 1,978] stores in operation.

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

[removed: We operate] [added: The Marketing Company operates] two distribution centers, through which [removed: we supply] grocery and general merchandise items [added: are supplied] to our stores.

At April 30, [removed: 2016,] [added: 2017,] the Company owned the land at [removed: 1,910] [added: 1,957] store locations and the buildings at [removed: 1,915] [added: 1,962] locations, and leased the land at 21 locations and the buildings at 16 locations.

During the fourth quarter of fiscal [removed: 2016,] [added: 2017,] the Company earned [removed: $1.19] [added: $0.76] in diluted earnings per share compared to [removed: $1.05] [added: $1.19] per share for the same quarter a year ago.

Fiscal [removed: 2016] [added: 2017] diluted earnings per share were [removed: $5.73] [added: $4.48] versus [removed: $4.62] [added: $5.73] 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 [removed: beer] [added: beer, pop] and [removed: soft drinks.][added: ice.]

During the [removed: 2016] [added: 2017] fiscal year, we acquired [removed: five] [added: 22] convenience stores from other parties and opened [removed: four] [added: 18] of them, and completed [removed: 51] [added: 48] new store constructions.

In addition to this activity, the Company also completed [removed: 102] [added: 103] major remodels, replaced [removed: 11] [added: 21] stores and closed [removed: three] [added: 20] stores during the year.

The fourth quarter results reflected a [removed: 4.6% increase] [added: 0.5% decrease] in same-store fuel gallons sold, with an average margin of approximately [added: 17.2 cents per gallon (compared to a 4.6% increase in same-store fuel gallons sold and an average margin of] 17.8 cents per [removed: gallon.][added: gallon last year).]

The Company’s fourth quarter fuel margin was helped by our ability to sell approximately [removed: 12.7] [added: 15.5] million renewable fuel credits for [added: $7.1 million (compared to 12.7 million credits sold last year for] $9.1 [removed: million.][added: million) .]

[removed: For] [added: In] the [removed: year,] [added: prior year] we sold 57.1 million [removed: renewable fuel] credits for $31.0 million.

[removed: For] [added: In] the [removed: fiscal] [added: prior] year, same-store gallons increased 3.0% with an average margin of 19.6 cents per gallon.

Same store sales of grocery & other merchandise increased [removed: 7.4%] [added: 1.5%] and prepared foods & fountain increased [removed: 8.2%] [added: 3.2%] during the fourth quarter of fiscal [removed: 2016.][added: 2017, as compared to the same period in the prior year.]

Fiscal [removed: 2015] [added: 2017] Compared with Fiscal [removed: 2014][added: 2016]

Total revenue for fiscal [removed: 2015 decreased 0.9%] [added: 2017 increased 5.4% ($384,501)] to [removed: $7,767,216,] [added: $7,506,587,] primarily due to [removed: a 15% decrease in the average retail price of a gallon of fuel (an $837,798 decrease), offset by] an increase in the number of fuel gallons sold (which generated an additional [removed: $427,603),] [added: $235,458),] and [removed: an] [added: a $185,993] increase in inside sales (grocery & other merchandise and prepared food & [removed: fountain)] [added: fountain), offset by a 1% decrease in the average retail price of a gallon of fuel] (a [removed: $333,299 increase).][added: $36,132 decrease).]

Retail fuel sales for the fiscal year were [removed: $5,144,385, a decrease] [added: $4,414,128, an increase] of [removed: 7.4%.][added: 4.7%.]

Fuel gallons sold increased [removed: 9.1%] [added: 5.6%] to [removed: 1.8] [added: 2.1] billion gallons.

For the year, we sold 67.6 million renewable fuel credits for $52.2 million.

For the fiscal year, same-store gallons increased 2.1% with an average margin of 18.4 cents per gallon.

The fuel margin decreased to 8.6% in fiscal 2017 from 9.1% in fiscal 2016 primarily due to less volatility in wholesale fuel prices, partially offset by gains in renewable fuel credits.

31.9% in fiscal 2016, due mainly to the continued pricing pressures from cigarettes, transitioning to direct store delivery of ice, and a one time adjustment in the fourth quarter.

The prepared food & fountain margin decreased to 62.3% from 62.5% during fiscal 2017.

Depreciation and amortization expense increased 15.6% to $197,629 in fiscal 2017 from $170,937 in fiscal 2016.

The decrease in the effective tax rate was primarily due to the adoption of ASU 2016-09 in the first quarter of fiscal year 2017.

ASU 2016-09 requires excess tax benefits from the settlement of share-based awards to be recognized in income tax expense in the income statement, whereas they were previously recognized in equity.

Net income decreased to $177,485 in fiscal 2017 from $225,982 in fiscal 2016.

The decrease was due to a combination of a weaker agricultural economy, which has slowed the growth in customer traffic to stores, combined with less volatility in the wholesale fuel costs and wage rate increases.

These were partially offset by an increase in the number of fuel gallons sold, as well as an increase in inside sales.

The majority of all operating expenses are wages and related costs.

| (1) | The decline in all categories of same store sales for 2017 as compared to 2016 was due to a generally weaker agricultural economy, which has slowed the growth in customer traffic to stores. |

| EBITDA | $ | 105,629 | | | $ | 125,600 | | | $ | 508,833 | | | $ | 559,816 | |

The decrease was due to slowing customer traffic due to challenges in the broader agricultural economy, lower fuel margins, and increases in operating expenses, primarily wages.

These reductions were partially offset by operating 47 more stores than the same period a year ago, increased fuel gallons sold, and increases in inside sales.

The decrease was due to slowing customer traffic due to challenges in the broader agricultural economy, lower fuel margins, and increases in operating expenses, primarily wages.

These reductions were partially offset by operating 47 more stores than the same period a year ago, increased fuel gallons sold, and increases in inside sales.

The

To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we have developed a project plan to evaluate our revenue streams and related internal controls.

Since a majority of our revenue is derived from point of sale transactions, we do not believe the implementation of this standard will have a material impact on our consolidated financial statements.

However, certain areas of our consolidated financial statements that will be impacted include, but are not limited to, recognition of estimated breakage upon the sale of the Company’s gift cards and deferral of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs.

We expect the impact of such changes to be immaterial to the consolidated financial statements.

The Company expects to adopt the new standard using the full retrospective method beginning May 1, 2018 and will further disclose the impact to the financial statements at that point.

The Company adopted this standard in the quarter ended July 31, 2016, retrospectively to all prior periods.

adoption permitted.

The Company elected to early adopt this standard in the quarter ended July 31, 2016.

See footnote 4 to the Consolidated Financial Statements included herein for further discussion of the impact of adoption.

Cash used in investing activities in the year ended April 30, 2017 increased $59,757 (15.1%) primarily due to the increased level of acquisitions and new store construction.

Interest on the 3.65% Senior notes Series C is payable on the 2nd day of each May and November, while the interest on the 3.72% Senior notes Series D is payable on the 28th day of each April and October.

Principal on the Senior notes Series C and Series D is payable in various installments beginning May 2, 2025 (Series C) and October 28, 2025 (Series D) through October 2031.

We may prepay the 3.65% and 3.72% Senior notes in whole or in part at any time in an amount of not less than

$2,000 at a redemption price calculated in accordance with the Note Agreement dated May 2, 2016, between the Company and the purchasers of the Senior notes Series C and Series D.

| Senior notes | $ | 1,110,707 | | | $ | 58,127 | | | $ | 113,679 | | | $ | 599,274 | | | $ | 339,627 | |

| Capital lease obligations | 14,770 | | | | 900 | | | | 1,819 | | | | 1,791 | | | | 10,260 | | |

| Operating lease obligations | 4,427 | | | | 1,172 | | | | 1,659 | | | | 781 | | | | 815 | | |

| Total | $ | 1,151,050 | | | $ | 60,199 | | | $ | 117,157 | | | $ | 601,846 | | | $ | 350,702 | |

The state of Nebraska is examining tax years 2012 through 2014.

The state of Kansas is examining tax years 2013 through 2015.

Forward-looking statements represent our expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross

| • | 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. |

The fuel margin increased to 6.8% in fiscal 2015 from 4.8% in fiscal 2014 primarily due to a steady fall in wholesale costs midyear, contributing to a stronger margin.

The prepared food & fountain margin decreased to 59.7% from 61.1% primarily due to the higher costs of cheese and meat during the first two quarters of fiscal 2015.

Depreciation and amortization expense increased 19.0% to $156,111 in fiscal 2015 from $131,160 in fiscal 2014.

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

Net income increased to $180,628 in fiscal 2015 from $126,820 in fiscal 2014.

The increase was due primarily to the increase in the number of fuel gallons sold and the increase in the fuel gross profit margin due to the volatility in prices contributing to a stronger fuel margin, as well as an increase in inside sales.

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

| EBITDA | $ | 125,600 | | | $ | 114,000 | | | $ | 559,816 | | | $ | 479,361 | |

The increase was due to increased fuel gallons sold and slightly better fuel margins, improved prepared food & fountain margins, operating 53 more stores than the same period a year ago, and the results from the implementation of expanded hours, major remodels and pizza delivery.

These gains were offset by increases in operating expenses, primarily wages.

The increase was due to increased fuel gallons sold and slightly better fuel margins, improved prepared food & fountain margins, operating 53 more stores than the same period a year ago, and the results from the implementation of expanded hours, major remodels and pizza delivery.

Actuarial projections of the

The standard permits the use of either the retrospective or cumulative effect transition method.

The Company is evaluating the effect that ASU 2014-9 and related guidance 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.

The guidance is effective for the Company in the first quarter of fiscal 2017 with early adoption permitted.

The guidance is to be retrospectively applied to all prior periods.

The Company is currently evaluating the impact of ASU 2016-09.

See also the adoption of ASU 2015-17 Balance Sheet Classification of Deferred Taxes, discussed in footnote 6 to the financial statements.

Cash used in investing activities in the year ended April 30, 2016 decreased ($4,175) (1.0%) primarily due to the consistent level of purchases of property and equipment from the prior year.

| Senior notes | $ | 1,032,001 | | | $ | 55,299 | | | $ | 108,025 | | | $ | 637,249 | | | $ | 231,428 | |

| Capital lease obligations | 15,488 | | | | 868 | | | | 1,746 | | | | 1,761 | | | | 11,113 | | |

| Operating lease obligations | 3,789 | | | | 1,105 | | | | 1,905 | | | | 691 | | | | 88 | | |

| Total | $ | 1,075,575 | | | $ | 57,272 | | | $ | 111,676 | | | $ | 639,701 | | | $ | 242,629 | |

The state of Illinois is examining tax years 2011 and 2012.

store chains, and several nontraditional fuel retailers such as supermarkets in specific markets.

The Company purchases its fuel from a variety of independent national and regional petroleum distributors.

Please see Item 1A.

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] 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: 2016.][added: 2017.]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Casey’s General Stores, Inc. and subsidiaries as of April 30, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.

Also, in our opinion, Casey's General Stores, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

| | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Cash and cash equivalents | $ | [removed: 75,775] [added: 76,717] | | | $ | [removed: 48,541] [added: 75,775] | |

| Receivables | [removed: 27,701] [added: 43,244] | | | | [removed: 22,609] [added: 27,701] | | |

| Inventories | [removed: 204,988] [added: 201,644] | | | | [removed: 197,331] [added: 204,988] | | |

| Prepaid expenses | [removed: 3,008] [added: 9,179] | | | | [removed: 2,025] [added: 3,008] | | |

| Deferred income taxes | [removed: —] [added: 45,190] | | | | [removed: 15,531] [added: 55,492] | | | [added: | 44,711 | | |]

| Income taxes receivable | [removed: 14,413] [added: 19,901] | | | | [removed: 19,223] [added: 14,413] | | |

| Total current assets | [removed: 325,885] [added: 350,685] | | | | [removed: 305,260] [added: 325,885] | | |

| Land | [removed: 593,043] [added: 665,318] | | | | [removed: 549,239] [added: 593,043] | | |

| Buildings and leasehold improvements | [removed: 1,279,258] [added: 1,422,586] | | | | [removed: 1,136,248] [added: 1,279,258] | | |

| Machinery and equipment | [removed: 1,704,379] [added: 1,905,553] | | | | [removed: 1,503,079] [added: 1,704,379] | | |

| Leasehold interest in property and equipment | [removed: 16,044] [added: 16,173] | | | | 16,044 | | |

| Less accumulated depreciation and amortization | [removed: 1,340,249] [added: 1,496,472] | | | | [removed: 1,185,246] [added: 1,340,249] | | |

| Net property and equipment | [removed: 2,252,475] [added: 2,513,158] | | | | [removed: 2,019,364] [added: 2,252,475] | | |

| Other assets, net of amortization | [removed: 19,222] [added: 23,453] | | | | [removed: 18,295] [added: 19,222] | | |

| Goodwill | [removed: 128,566] [added: 132,806] | | | | [removed: 127,046] [added: 128,566] | | |

| Total assets | $ | [removed: 2,726,148] [added: 3,020,102] | | | $ | [removed: 2,469,965] [added: 2,726,148] | |

| Current maturities of long-term debt | [removed: 15,375] [added: 15,421] | | | | [removed: 15,398] [added: 15,375] | | |

| Accounts payable | [removed: 241,207] [added: 293,903] | | | | [removed: 226,577] [added: 241,207] | | |

| Wages and related taxes | [removed: 32,026] [added: 25,010] | | | | [removed: 32,092] [added: 32,026] | | |

| Property taxes | [removed: 24,091] [added: 26,721] | | | | [removed: 23,523] [added: 24,091] | | |

| Insurance | [removed: 35,535] [added: 37,984] | | | | [removed: 31,389] [added: 35,535] | | |

| Other | [removed: 39,337] [added: 46,607] | | | | [removed: 35,910] [added: 39,337] | | |

| Total current liabilities | [removed: 387,571] [added: 446,546] | | | | [removed: 364,889] [added: 387,571] | | |

| Long-term debt, net of current maturities | [removed: 822,869] [added: 907,356] | | | | [removed: 838,245] [added: 822,869] | | |

| Deferred income taxes | [removed: 394,934] [added: 440,124] | | | | [removed: 354,973] [added: 394,934] | | |

| Deferred compensation | [removed: 17,813] [added: 15,784] | | | | [removed: 17,645] [added: 17,813] | | |

| Other long-term liabilities | [removed: 19,498] [added: 19,672] | | | | [removed: 18,984] [added: 19,498] | | |

| Total liabilities | [removed: 1,642,685] [added: 1,829,482] | | | | [removed: 1,594,736] [added: 1,642,685] | | |

| Common stock, no par value, [removed: 39,055,570] [added: 38,765,821] and [removed: 38,886,165] [added: 39,055,570] shares issued and outstanding at April 30, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively | [removed: 72,868] [added: 40,074] | | | | [removed: 56,274] [added: 72,868] | | |

| Retained earnings | [removed: 1,010,595] [added: 1,150,546] | | | | [removed: 818,955] [added: 1,010,595] | | |

| Total shareholders’ equity | [removed: 1,083,463] [added: 1,190,620] | | | | [removed: 875,229] [added: 1,083,463] | | |

| Total liabilities and shareholders’ equity | $ | [removed: 2,726,148] [added: 3,020,102] | | | $ | [removed: 2,469,965] [added: 2,726,148] | |

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total revenue | $ | [removed: 7,122,086] [added: 7,506,587] | | | $ | [removed: 7,767,216] [added: 7,122,086] | | | $ | [removed: 7,840,255] [added: 7,767,216] | |

| Cost of goods sold (exclusive of depreciation and amortization, shown separately below) | [removed: 5,508,465] [added: 5,825,426] | | | | [removed: 6,327,431] [added: 5,508,465] | | | | [removed: 6,618,239] [added: 6,327,431] | | |

June 29, 2017

| | 2017 | | | | 2016 | | |

| | 4,009,630 | | | | 3,592,724 | | |

| Notes payable to bank | $ | 900 | | | $ | — | |

| Dividends declared per share | $ | 0.96 | | | $ | 0.88 | | | $ | 0.80 | |

| Net income | — | | | — | | | | 177,485 | | | | | 177,485 | | |

| Exercise of stock options | 69,150 | | | 2,357 | | | | — | | | | | 2,357 | | |

| Issuance of common stock | 28,138 | | | 3,526 | | | | — | | | | | 3,526 | | |

| Repurchase of common stock | (443,800 | ) | | (49,374 | | ) | | — | | | | | (49,374 | | ) |

| Stock-based compensation | 56,763 | | | 10,697 | | | | — | | | | | 10,697 | | |

| Balance at April 30, 2017 | 38,765,821 | | | $ | 40,074 | | | $ | 1,150,546 | | | | $ | 1,190,620 | |

| Accrued expenses | 14,780 | | | | 14,983 | | | | (14,205 | | ) |

| Net cash provided by operating activities | 459,273 | | | | 472,386 | | | | 348,645 | | |

| Repurchase of common stock | (47,893 | | ) | | — | | | | — | | |

| Tax withholdings on employee share-based awards | (6,813 | | ) | | (4,975 | | ) | | (3,339 | | ) |

| Net cash used in financing activities | (3,606 | | ) | | (50,184 | | ) | | (22,602 | | ) |

| Shares repurchased in accounts payable | 1,481 | | | | — | | | | — | | |

Early application is not permitted.

To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we have developed a project plan to evaluate our revenue streams and related internal controls.

Since a majority of our revenue is derived from point of sale transactions, we do not believe the implementation of this standard will have a material impact on our consolidated financial statements.

However, certain areas of our consolidated financial statements that will be impacted include, but are not limited to, recognition of estimated breakage upon the sale of the Company’s gift cards and deferral of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs.

We expect the impact of such changes to be immaterial to the consolidated financial statements.

The Company expects to adopt the new standard using the full retrospective method beginning May 1, 2018 and will further disclose the impact to the financial statements at that point.

The Company adopted this standard in the quarter ended July 31, 2016, retrospectively to all prior periods.

The Company elected to early adopt this standard in the quarter ended July 31, 2016.

See Footnote 4 for further discussion of the impact of adoption.

| Inventories | $ | 1,056 | |

| Goodwill | 4,240 | | |

| | 2017 | | | | 2016 | | |

| Total revenue | $ | 7,540,386 | | | $ | 7,156,075 | |

| Net income | $ | 178,645 | | | $ | 227,124 | |

| Basic | $ | 4.57 | | | $ | 5.82 | |

| Diluted | $ | 4.51 | | | $ | 5.76 | |

| | 2017 | | | | 2016 | | |

| 3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031 | 50,000 | | | | — | | |

| 3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031 | 50,000 | | | | — | | |

| | 922,777 | | | | 838,244 | | |

| | $ | 907,356 | | | $ | 822,869 | |

| 2022 | 455 | | | | — | | | | 455 | | |

| Thereafter | 6,495 | | | | 300,000 | | | | 306,495 | | |

June 27, 2016

| | 3,592,724 | | | | 3,204,610 | | |

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

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

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

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

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

| Exercise of stock options | 140,785 | | | 3,368 | | | | — | | | | 3,368 | | |

| Tax benefits related to nonqualified stock options | — | | | 2,702 | | | | — | | | | 2,702 | | |

| Stock-based compensation | 7,413 | | | | 7,307 | | | | 5,600 | | |

| Deferred income taxes | 55,492 | | | | 44,711 | | | | 17,089 | | |

| Excess tax benefits related to stock option exercises | (2,702 | | ) | | (3,624 | | ) | | (1,791 | | ) |

| Accrued expenses | 10,008 | | | | (17,544 | | ) | | 33,818 | | |

| Net cash provided by operating activities | 464,709 | | | | 341,682 | | | | 314,160 | | |

| Excess tax benefits related to stock option exercises | 2,702 | | | | 3,624 | | | | 1,791 | | |

| Net cash (used in) provided by financing activities | (42,507 | | ) | | (15,639 | | ) | | 103,099 | | |

| Property and equipment acquired through notes payable and capitalized lease obligations | — | | | | — | | | | 1,169 | | |

Vendor allowances include rebates and other funds received from vendors to promote their products.

Early application is permitted as of May 1, 2017.

The standard permits the use of either the retrospective or cumulative effect transition method.

The Company is evaluating the effect that ASU 2014-9 and related guidance 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.

The guidance is to be retrospectively applied to all prior periods.

The goal of this update is to simplify several aspects of the accounting for share-

This update becomes effective for the company beginning May 1, 2017 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2016-09.

See also the adoption of ASU 2015-17 Balance Sheet Classification of Deferred Taxes, discussed in footnote 6 to the financial statements.

| Inventories | $ | 267 | |

| Goodwill | 1,520 | | |

| Total revenue | $ | 7,132,349 | | | $ | 7,785,111 | |

| Net income | $ | 226,271 | | | $ | 181,051 | |

| Basic | $ | 5.80 | | | $ | 4.67 | |

| Diluted | $ | 5.74 | | | $ | 4.63 | |

| | 838,244 | | | | 853,643 | | |

| | $ | 822,869 | | | $ | 838,245 | |

| 2017 | $ | 375 | | | $ | 15,000 | | | $ | 15,375 | |

| Thereafter | 7,151 | | | | 200,000 | | | | 207,151 | | |

| | $ | 9,244 | | | $ | 829,000 | | | $ | 838,244 | |

Stock Plan (together, the “Prior Plans”).

| Outstanding at April 30, 2013 | 854,809 | | | $ | 34.64 | |

Based on that evaluation, the CEO and CFO have concluded that the Company’s current disclosure controls and procedures were effective as of April 30, [removed: 2016.][added: 2017.]

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2016.][added: 2017.]

On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, [removed: 2016.][added: 2017.]

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

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

[added: 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.

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 [removed: achieving its stated goals under all potential future conditions.]

achieving its stated goals under all potential future conditions.

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.

These inherent limitations include the realities

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” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2016] [added: 2017] and used in connection with the Company’s [removed: 2016] [added: 2017] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Executive Officers and Their Compensation” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2016] [added: 2017] and used in connection with the Company’s [removed: 2016] [added: 2017] Annual Meeting of Shareholders is hereby incorporated by reference.

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Shares Outstanding,” “Voting Procedures,” and “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2016] [added: 2017] and used in connection with the Company’s [removed: 2016] [added: 2017] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions” and “Governance of the Company” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2016] [added: 2017] and used in connection with the Company’s [removed: 2016] [added: 2017] Annual Meeting of Shareholders is hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Independent Registered Public Accounting Firm Fees” as filed with the Commission within 120 days after April 30, [removed: 2016] [added: 2017] and used in connection with the Company’s [removed: 2016] [added: 2017] Annual Meeting of Shareholders is hereby incorporated by reference.

Consolidated Balance Sheets, April 30, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2016][added: 2017]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2016][added: 2017]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2016][added: 2017]

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Terry W. Handley |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ William J. Walljasper |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Robert J. Myers |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ William J. Walljasper |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Terry W. Handley |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Johnny Danos |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Diane C. Bridgewater |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Jeffrey M. Lamberti |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ H. Lynn Horak |

| Date: June [removed: 27, 2016] [added: 29, 2017] | By | /s/ Larree M. Renda |

| 4.12 | Note Purchase Agreement dated as of June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference from the Current Report on Form 8-K filed June 15, 2017) |

| 21 | Subsidiaries of Casey’s General Stores, Inc. (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2016) |

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

| | | |

| | | |

| | Director | |

| | Director | |

| Date: June 27, 2016 | By | /s/ Richard Wilkey |

| | Richard Wilkey | |

| Date: June 27, 2016 | By | /s/ William C. Kimball |

| | William C Kimball | |

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