Casey's (CASY) 10-K risk factor changes: FY2018 vs FY2017

[removed: 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: 61%] [added: 60%] of total revenue and our fuel [removed: gross profit] [added: revenue less cost of goods sold excluding depreciation and amortization] accounted for approximately 23% of [added: the] total [removed: gross profit.][added: revenue less cost of goods sold excluding depreciation and amortization.]

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

These factors could adversely affect our fuel gallon volume, fuel [removed: gross profit,] [added: revenue less cost of goods sold excluding depreciation] and [added: amortization, and] overall customer traffic, which in turn would affect our sales of grocery and general merchandise and prepared food products.

Any significant change in one or more of these factors could materially affect the number of fuel gallons sold, fuel [removed: gross profits] [added: revenue less cost of goods sold excluding depreciation] and [added: amortization and] overall customer traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.

[removed: A] [added: In addition, a] shift toward electric, hydrogen, natural gas or other alternative fuel-powered [removed: vehicles] [added: vehicles, including driverless motor 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: Legal, political, scientific and technological developments] [added: Developments] related to fuel [removed: efficiency and] [added: efficiency, fuel conservation practices,] climate [removed: change] [added: change, and changing consumer preferences] may decrease [added: the] demand for motor fuel.

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

Technological advances [removed: to] [added: and consumer behavior in] reducing fuel use and governmental mandates to improve fuel efficiency could [added: lessen the demand for our largest revenue product, petroleum-based motor fuel, which may] have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of [removed: operations.][added: operation.]

Total credit card fees paid in fiscal [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] were approximately [removed: $110] [added: $123] million, [removed: $100] [added: $110] million, and $100 million, respectively.

Sales of tobacco products have averaged approximately [removed: 11%] [added: 12%] of our total revenue over the past three fiscal years, and our tobacco [removed: gross profit] [added: revenue less cost of goods sold excluding depreciation and amortization] accounted for approximately 10% of [added: the] total [removed: gross profit] [added: revenue less cost of goods sold excluding depreciation and amortization] for the same period.

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

These factors could adversely affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise [removed: gross profit,] [added: revenue less cost of goods sold excluding depreciation] and [added: amortization, and] overall customer traffic, and in turn have a material adverse effect on our business, financial condition and results of operations.

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

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

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

Moreover, a data security incident could require that we expend significant additional resources [added: on mitigation efforts and] to further upgrade the security and other measures that we employ to guard 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 [added: 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, especially those affecting the agricultural industry, higher fuel prices, and unemployment levels can affect consumer confidence, spending patterns, and miles driven, [removed: causing] [added: and can cause] customers to “trade down” to lower priced products in certain categories when these conditions exist.

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

During the past three fiscal years, the average sale price has been [removed: $0.64] [added: $0.69] per RIN.

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

Any failure to anticipate and respond to [removed: market trends and] changes in consumer [removed: preferences] [added: preferences, or to introduce and promote innovative technology for customer interaction,] could adversely affect our financial results.

We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, [removed: achieve] [added: offer] a favorable mix of products, and refine our approach as to how and where we market and sell our products.

[removed: The issue] [added: This risk] is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions are shared.

From May 1, [removed: 2016] [added: 2017] through April 30, [removed: 2017] [added: 2018] we acquired [removed: 22] [added: 26] convenience stores and opened [removed: 18] [added: 20] 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 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; [added: compliance with the Federal Motor Carriers Safety Administration regulations;] securities laws and Nasdaq listing standards.

Any appreciable increase in income, overtime pay, or the statutory minimum salary requirements, minimum wage rate, [added: mandatory scheduling laws (or scheduling notification laws),] or [added: the] adoption of [added: additional] mandated healthcare benefits would result in an increase in our labor costs.

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

[removed: Customer] [added: In addition, customer] preferences and store traffic could be adversely impacted by [added: food-safety issues,] health concerns [removed: about certain prepared food products, reports of food-borne illnesses] or [removed: food safety issues, any] [added: negative publicity about the consumption] of [added: our products,] which could [removed: result in] [added: cause] a [removed: decrease] [added: decline] in demand for [added: those products and adversely impact] our [removed: prepared food offerings.][added: 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, [removed: storing] [added: storage] or preparation, have in the past significantly damaged the reputations [added: and impacted the sales] of companies in the food processing, [removed: grocery and] [added: grocery,] 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 [added: and personal injury] claims, litigation (including class actions), government agency investigations and damages.

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

If, for any reason, our executives do not continue to be active in management, or we lose such persons, or other key employees, [added: or we fail to identify and/or recruit for current or future positions of need,] our business, financial condition or results of operations could be adversely affected.

We also rely on our ability to recruit qualified [added: drivers,] store managers, supervisors, district managers, regional managers and other store personnel.

Our internal control over financial reporting constitutes a [removed: process] [added: process, including controls,] 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 are subject to extensive tax liabilities imposed by multiple jurisdictions, including [added: but not limited to] income taxes, indirect taxes (excise, sales/use, and gross receipts taxes), payroll taxes, property taxes, and tobacco taxes.

These competitive pressures

Food-safety issues and food-borne illnesses, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, could adversely affect our business and reputation.

Our continued success depends on our ability to remain relevant with respect to consumer needs and wants, attitudes toward our industry and our customers’ preferences for ways of doing business with us, particularly with respect to digital engagement.

The prices of "RINs" fluctuate widely.

We may experience difficulties implementing our new enterprise resource planning system.

We are engaged in a phased implementation of a new enterprise resource planning (ERP) system, which will replace or enhance certain internal financial, operating and other systems that are critical to our business operations.

The implementation of our ERP system has and will continue to require a significant investment of human and financial resources.

While we have invested, and continue to invest, significant resources in planning and project management, significant implementation issues may arise during the course of implementing the ERP system, and it is possible that we may experience significant delays, increased costs and other difficulties that are not presently contemplated.

Any significant disruptions, delays or deficiencies in the design and implementation of the ERP system could adversely affect our operations and negatively impact our business, results of operations and financial condition.

We may experience difficulties implementing and realizing the results of our value creation plan.

We are engaged in a multi-year implementation of a recently announced “value creation plan” for our business centered around three key initiatives - our fleet card program, digital engagement, and price optimization.

While we have invested, and will continue to invest, significant resources in planning, development, project management and implementation of the plan, it is possible that we may experience significant delays, increased costs and other difficulties that are not presently contemplated.

Further, the intended results of the plan may not be realized as anticipated.

Any such issues could adversely affect our operations and negatively impact our business, results of operations and financial condition.

Although the Company will begin a phased declassification of its board of directors over a three-year period starting with the Company’s 2019 annual shareholders’ meeting, its board of directors is currently staggered.

In addition, wholesale petroleum prices, fuel gallons sold, fuel gross profits and merchandise sales can be subject to seasonal fluctuations.

Consumer demand for motor fuel typically increases during the summer driving season and typically falls during the winter months.

Travel, recreation and construction activities are usually higher in the summer months in the Midwest, increasing the demand for motor fuel and merchandise that we sell.

For that reason, our fuel volumes are typically higher in the first and second quarters of our fiscal year.

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

Improvements to the fuel efficiency of automobiles, or further mandates to improve fuel efficiency, may result in decreased demand for conventional fuel.

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

increase accordingly.

For example, various petroleum marketing retailers, distributors and refiners 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.

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

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.

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer tastes, their attitudes toward our industry and brands, as well as to where and how consumers shop for those products.

While we devote considerable effort and resources to shape, analyze and respond to consumer preferences, we recognize that consumer tastes cannot be predicted with certainty and can change rapidly.

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.

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

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2017,] [added: 2018,] would have no material effect on pretax earnings.

Casey’s General Stores, Inc. (“Casey’s”) and its [removed: wholly owned] [added: wholly-owned] subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”) operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as “Casey’s Store” or “Stores”) in [removed: 15] [added: 16] Midwestern states, primarily in Iowa, Missouri, and Illinois.

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

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

On April 30, [removed: 2017] [added: 2018] there were a total of [removed: 1,978] [added: 2,073] stores in operation.

There were [removed: 48] [added: 85] stores newly constructed in fiscal [removed: 2017.][added: 2018.]

We closed [removed: 20] [added: 16] stores in fiscal [removed: 2017.][added: 2018.]

We also acquired [removed: 22] [added: 26] additional stores in fiscal [removed: 2017; 18] [added: 2018; 20] of those stores were opened in fiscal [removed: 2017,] [added: 2018,] and [removed: four] [added: six] will be opened during the [removed: 2018] [added: 2019] fiscal year.

Casey’s, with executive offices at One [added: SE] Convenience Blvd., Ankeny, Iowa 50021-8045 (telephone 515-965-6100), was incorporated in Iowa in 1967.

We have succeeded at operating Casey’s [removed: General] Stores in smaller towns by offering, at competitive prices, a broader selection of products than does a typical convenience store.

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

Casey's Marketing Company [removed: (Marketing Company)] [added: (the "Marketing Company")] and Casey's Services Company [removed: (Services Company)] [added: (the "Services Company")] were organized as Iowa corporations in March 1995.

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 [removed: 2014.][added: 2014 (however, both of these subsidiaries were merged into Casey's Retail Company as of the end of the fiscal year).]

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

Each Casey’s [removed: General] Store typically carries over 3,000 food and nonfood items.

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

Stores sell regional brands of dairy and bakery products, and [removed: approximately 87%] [added: 1,794 (87%)] of the stores offer beer.

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

As of April 30, [removed: 2017,] [added: 2018,] the Company was selling donuts prepared on store premises in [removed: approximately 99%] [added: 2,061 (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: 1,954] [added: 2,060] stores (99%) as of April 30, [removed: 2017.][added: 2018.]

[removed: The newly constructed stores and many of the remodeled] [added: 1,382 (67%)] stores now offer made-to-order sub sandwiches.

In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 39%] [added: 40%] of our total revenue, but they have resulted in approximately 77% of our gross profit.

Gross profit margins on prepared food items averaged approximately 62% during the three fiscal years ended April 30, [removed: 2017—substantially] [added: 2018—substantially] higher than the gross profit margin on retail sales of fuel, which averaged approximately 8%.

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

All Casey’s [removed: General] Stores remain open at least sixteen hours per day, seven days a week.

Management believes that a Casey’s [removed: General] Store provides a service [added: generally] not otherwise available in small towns and that a convenience store in an area with limited population can be profitable if it stresses sales volume and competitive prices.

Approximately [removed: 59%] [added: 61%] of Casey’s total revenue for the year ended April 30, [removed: 2017] [added: 2018] 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: 2017:][added: 2018:]

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Number of gallons sold | [removed: 2,061,794] [added: 2,198,600] | | | | [removed: 1,951,814] [added: 2,061,794] | | | | [removed: 1,816,596] [added: 1,951,814] | | |

| Total retail fuel sales | $ | [removed: 4,414,128] [added: 5,145,988] | | | $ | [removed: 4,214,802] [added: 4,414,128] | | | $ | [removed: 5,144,385] [added: 4,214,802] | |

| Percentage of total revenue | [removed: 58.8] [added: 61.3] | | % | | [removed: 59.2] [added: 58.8] | | % | | [removed: 66.2] [added: 59.2] | | % |

| Average retail price per gallon | $ | [removed: 2.14] [added: 2.34] | | | $ | [removed: 2.16] [added: 2.14] | | | $ | [removed: 2.83] [added: 2.16] | |

| Average [removed: gross profit margin] [added: revenue less cost of goods sold] per gallon (excluding [added: depreciation and amortization and] credit card fees) | | [removed: 18.35] [added: 18.50] | ¢ | | | [removed: 19.55] [added: 18.35] | ¢ | | | [removed: 19.33] [added: 19.55] | ¢ |

| Average number of gallons sold per store* | [removed: 1,053] [added: 1,087] | | | | [removed: 1,015] [added: 1,053] | | | | [removed: 968] [added: 1,015] | | |

Retail prices of fuel during the year [removed: were consistent, on average, with the] [added: increased 9.3% from] prior year.

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

[removed: Gross profit percentage] [added: Percentage of revenue less cost of goods sold] represents the fuel gross profit divided by the gross fuel sales dollars, so as retail fuel prices fluctuate in a period of consistent gross margin per gallon, the [removed: gross profit] percentage will also fluctuate in an inverse relationship to fuel price.

In fiscal [removed: 2017,] [added: 2018,] a majority of the food and nonfood items supplied to stores from the distribution centers were purchased directly from manufacturers.

With few exceptions, long-term supply contracts are not entered into with [removed: any of] the suppliers of products sold by Casey’s [removed: General] Stores.

On April 30, [removed: 2017,] [added: 2018,] we had [removed: 15,911] [added: 17,917] full-time employees and [removed: 19,103] [added: 19,288] part-time employees.

Finally, we opened four acquisitions purchased in the prior year, and two replacements that were closed in prior year.

Prior to

their merger into Casey's Retail Company, as noted above, CGS Sales Corp. operated one store in both Iowa and Nebraska, and Tobacco City Inc. operated two stores in North Dakota.

As of April 30, 2018, we operated approximately 663 stores on a 24-hour basis, and another 1,254 that have expanded hours.

| Percentage of revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) | 7.9 | | % | | 8.6 | | % | | 9.1 | | % |

CGS Sales Corp. operates one store in Iowa and one in Nebraska.

Tobacco City Inc. operates two stores in North Dakota.

As of April 30, 2017, we operate approximately 995 stores on a 24-hour basis.

| Gross profit percentage (excluding credit card fees) | 8.6 | | % | | 9.1 | | % | | 6.8 | | % |

The Company has a number of other

For the Fiscal Year Ended April 30, [removed: 2017][added: 2018]

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

The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2016,] [added: 2017,] was approximately [removed: $4.4] [added: $4.3] billion based on the closing sales price [removed: ($112.99] [added: ($114.57] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June [removed: 21, 2017] [added: 20, 2018] |

| Common Stock, no par value per share | | [removed: 38,547,278] [added: 36,593,575] shares |

[removed: The] [added: Certain] information called for by [removed: Item 5 of Part II and] Items 10, 11, 12, 13 and [removed: 15] [added: 14] 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: 2017.][added: 2018.]

| PART I | ITEM 1. | [removed: [Business](#sAD00488D22F958A685193F3B02488878)] [added: [Business](#sE3E4019092D45B38B4155956B26DB651)] | [removed: [4](#sAD00488D22F958A685193F3B02488878)] [added: [4](#sE3E4019092D45B38B4155956B26DB651)] |

| | ITEM 1A. | [Risk [removed: Factors](#s81393F3E4563526E89B090BE4C11A415)] [added: Factors](#s28BB4A44D0EF51FDA0A6E76548615E48)] | [removed: [7](#s81393F3E4563526E89B090BE4C11A415)] [added: [7](#s28BB4A44D0EF51FDA0A6E76548615E48)] |

| | ITEM 1B. | [Unresolved Staff [removed: Comments](#s77D87F96160C5D4DAB1E1A7AECE01DCF)] [added: Comments](#s57ED0AB4C7B9509696A3208F5E365D6D)] | [removed: [15](#s77D87F96160C5D4DAB1E1A7AECE01DCF)] [added: [15](#s57ED0AB4C7B9509696A3208F5E365D6D)] |

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| | ITEM 3. | [Legal [removed: Proceedings](#s6A06BA3F32DB57139198F73C52D68B03)] [added: Proceedings](#sA50623EB66D25007B9E5EA26AEA63B8B)] | [removed: [15](#s6A06BA3F32DB57139198F73C52D68B03)] [added: [15](#sA50623EB66D25007B9E5EA26AEA63B8B)] |

| | ITEM 4. | [Mine Safety [removed: Disclosures](#s3133D55D3991506E9B47AA210F8AD8AB)] [added: Disclosures](#sC83ACA85965A5017B44FE901D0CB8C08)] | [removed: [15](#s3133D55D3991506E9B47AA210F8AD8AB)] [added: [15](#sC83ACA85965A5017B44FE901D0CB8C08)] |

| PART II | ITEM 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sAE22A9BC374A5C1CA4B860A8369CAD97)] [added: Securities](#sA90C9F82A5945F01BF52A928C89A8BE6)] | [removed: [16](#sAE22A9BC374A5C1CA4B860A8369CAD97)] [added: [16](#sA90C9F82A5945F01BF52A928C89A8BE6)] |

| | ITEM 6. | [Selected Financial [removed: Data](#sD6733E863BD3521BAC0775E0BAEC3799)] [added: Data](#sD5932A0548F75BA5AA851032AEC1FA0B)] | [removed: [18](#sD6733E863BD3521BAC0775E0BAEC3799)] [added: [18](#sD5932A0548F75BA5AA851032AEC1FA0B)] |

| | ITEM 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s13DF8A2743A953779F8562DF327FC995)] [added: Operations](#sF21691D7E0DB575EB07FB2CD83E3C47D)] | [removed: [18](#s13DF8A2743A953779F8562DF327FC995)] [added: [18](#sF21691D7E0DB575EB07FB2CD83E3C47D)] |

| | ITEM 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sEBD757B701D05EC08E51DEB0A32E8834)] [added: Risk](#s42FC9B0A9CBF5AE3B7481B79E5436877)] | [removed: [28](#sEBD757B701D05EC08E51DEB0A32E8834)] [added: [29](#s42FC9B0A9CBF5AE3B7481B79E5436877)] |

| | ITEM 8. | [Financial Statements and Supplementary [removed: Data](#sEB4C096812C656B1A379DD9E8B2A18E0)] [added: Data](#s5BE788698BCE5282A4211B4BDDDBBC6D)] | [removed: [29](#sEB4C096812C656B1A379DD9E8B2A18E0)] [added: [30](#s5BE788698BCE5282A4211B4BDDDBBC6D)] |

| | ITEM 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sCB22A4507098526EB1257EE990B7403C)] [added: Disclosure](#s9A31ECB5383B5F5BB85E0AB0623470A9)] | [removed: [46](#sCB22A4507098526EB1257EE990B7403C)] [added: [47](#s9A31ECB5383B5F5BB85E0AB0623470A9)] |

| | ITEM 9A. | [Controls and [removed: Procedures](#sA03B908B62FD543FBDD3FC5964F4DFE4)] [added: Procedures](#sFD1D0F5E69025AB4954BE881E4602AEF)] | [removed: [46](#sA03B908B62FD543FBDD3FC5964F4DFE4)] [added: [47](#sFD1D0F5E69025AB4954BE881E4602AEF)] |

| | ITEM 9B. | [Other [removed: Information](#s86505C6C68D059AE82C92A5DFC37237B)] [added: Information](#sEF6AFAD277C95EFC90610CF46AFA9679)] | [removed: [47](#s86505C6C68D059AE82C92A5DFC37237B)] [added: [48](#sEF6AFAD277C95EFC90610CF46AFA9679)] |

| PART III | ITEM 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s2A11C16E56E658818ED6CE06785E63DC)] [added: Governance](#sD68589303B165130BD233CAF759D12F8)] | [removed: [48](#s2A11C16E56E658818ED6CE06785E63DC)] [added: [49](#sD68589303B165130BD233CAF759D12F8)] |

| | ITEM 11. | [Executive [removed: Compensation](#s7A1821CDC5E5548FB9FA5C0B50887108)] [added: Compensation](#sB767CE0044BE5C16B1D2C3FBA840CDE9)] | [removed: [48](#s7A1821CDC5E5548FB9FA5C0B50887108)] [added: [49](#sB767CE0044BE5C16B1D2C3FBA840CDE9)] |

| | ITEM 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sFE8F8B32942C596E9DA58BED92F9B54E)] [added: Matters](#s4ED350CE1732570A92F83D06D0CBCFEB)] | [removed: [48](#sFE8F8B32942C596E9DA58BED92F9B54E)] [added: [49](#s4ED350CE1732570A92F83D06D0CBCFEB)] |

| | ITEM 13. | [Certain Relationships and Related Transactions and Director [removed: Independence](#s0E159B0988F55644B3965ECF45306B73)] [added: Independence](#sC58B11C56A485497A2EC78364DC053D9)] | [removed: [48](#s0E159B0988F55644B3965ECF45306B73)] [added: [49](#sC58B11C56A485497A2EC78364DC053D9)] |

| | ITEM 14. | [Principal Accountant Fees and [removed: Services](#s7978982426E55356BA0EDA45FD357B19)] [added: Services](#sE602CC636CE154DD8A964DB9B10C5421)] | [removed: [48](#s7978982426E55356BA0EDA45FD357B19)] [added: [49](#sE602CC636CE154DD8A964DB9B10C5421)] |

| PART IV | ITEM 15. | [Exhibits and Financial Statement [removed: Schedules](#sCB4E5BB8D9315E59B80C2686C20CD57F)] [added: Schedules](#s474E6F7F61535BC9B185AC603B9FC130)] | [removed: [49](#sCB4E5BB8D9315E59B80C2686C20CD57F)] [added: [50](#s474E6F7F61535BC9B185AC603B9FC130)] |

10-K 1 casy-2018430x10k.htm 10-K

| | | [Signatures](#sCDDA171133F9599EB37A21664AD7C58B) | [52](#sCDDA171133F9599EB37A21664AD7C58B) |

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

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

Located on an approximately [removed: 51-acre] [added: 57-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.

On April 30, [removed: 2017,] [added: 2018,] we also owned the land at [removed: 1,957] [added: 2,053] store locations and the buildings at [removed: 1,962] [added: 2,057] locations and leased the land at [removed: 21] [added: 20] locations and the buildings at 16 locations.

Additionally, the Company regularly has land held for development, land under construction for new stores, and land held for sale as a result of store closures.

The [removed: 38,765,821] [added: 36,874,322] shares of common stock outstanding at April 30, [removed: 2017] [added: 2018] had a market value of approximately [removed: $4.3] [added: $3.6] billion.

On that date there were [removed: 1,715] [added: 1,675] shareholders of record.

| Calendar [removed: 2015] [added: 2016] | High | | | | Low | | | | Calendar [removed: 2016] [added: 2017] | | High | | | | Low | | | | Calendar [removed: 2017] [added: 2018] | | High | | | | Low | | |

| 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] | | | Q1 | | $ | [removed: 120.90] [added: 128.51] | | | $ | [removed: 107.43] [added: 105.45] | |

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal [removed: 2017] [added: 2018] totaled [removed: $0.96] [added: $1.04] per share.

The dividends declared in fiscal [removed: 2016] [added: 2017] totaled [removed: $0.88] [added: $0.96] per share.

On June [removed: 2, 2017,] [added: 8, 2018,] the Board of Directors declared a quarterly dividend of [removed: $0.26] [added: $0.29] per share payable August 15, [removed: 2017] [added: 2018] to shareholders of record on August 1, [removed: 2017.][added: 2018.]

The cash dividends declared during the calendar years [removed: 2015-17] [added: 2016-18] were as follows:

| Calendar [removed: 2015] [added: 2016] | Cash dividend declared | | | | Calendar [removed: 2016] [added: 2017] | | Cash dividend declared | | | | Calendar [removed: 2017] [added: 2018] | | Cash dividend declared | | |

| Q1 | $ | [removed: 0.200] [added: 0.220] | | | Q1 | | $ | [removed: 0.220] [added: 0.240] | | | Q1 | | $ | [removed: 0.240] [added: 0.260] | |

| [removed: Q2] [added: Q3] | [removed: 0.220] [added: 0.240] | | | | [removed: Q2] [added: Q3] | | [removed: 0.240] [added: 0.260] | | | | [removed: Q2] | | [removed: 0.260] | | |

[added: | (1) | On March 6, 2017, the Company announced 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 [added: 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. [added: 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, [removed: 2017:][added: 2018:]

| 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 [added: (1) (2)] | | |

| Q2 | $ | 131.52 | | | $ | 105.17 | | | Q2 | | $ | 117.80 | | | $ | 104.64 | | | | | | | | | | | |

| Q3 | $ | 136.22 | | | $ | 115.07 | | | Q3 | | $ | 112.61 | | | $ | 99.76 | | | | | | | | | | | |

| Q4 | $ | 126.49 | | | $ | 110.45 | | | Q4 | | $ | 125.35 | | | $ | 103.50 | | | | | | | | | | | |

| Q2 | 0.240 | | | | Q2 | | 0.260 | | | | Q2 | | 0.290 | | |

| Q4 | 0.240 | | | | Q4 | | 0.260 | | | | | | | | |

| | 0.940 | | | | | | 1.020 | | | | | | | | |

| February 1-28, 2018 | — | | | $ | — | | | — | | | $ | 106,520,460 | |

| March 1-31, 2018 | 234,000 | | | 110.05 | | | | 234,000 | | | 380,769,522 | | |

| April 1-30, 2018 | 441,946 | | | 103.13 | | | | 441,946 | | | $ | 335,189,697 | |

| Total | 675,946 | | | $ | 105.53 | | | 675,946 | | | $ | 335,189,697 | |

| --- | --- |

| (2) | On March 7, 2018, the Company announced a second share repurchase program, wherein the Company is authorized to repurchase up to an additional aggregate of $300 million of the Company's outstanding common stock. The authorization is valid through April 30, 2020. 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. |

| | |

| --- | --- |

| | |

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

| Q3 | 0.220 | | | | Q3 | | 0.240 | | | | | | | | |

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

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

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 program can be suspended or discontinued at any time.

| 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 | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenue | $ | [removed: 7,506,587] [added: 8,391,124] | | | $ | [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] | |

| Cost of goods sold [added: (exclusive of depreciation and amortization, shown separately below)] | [removed: 5,825,426] [added: 6,621,731] | | | | [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] | | |

| Operating expenses | [removed: 1,172,328] [added: 1,283,046] | | | | [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] | | |

| Depreciation and amortization | [removed: 197,629] [added: 220,970] | | | | [removed: 170,937] [added: 197,629] | | | | [removed: 156,111] [added: 170,937] | | | | [removed: 131,160] [added: 156,111] | | | | [removed: 111,823] [added: 131,160] | | |

| Interest, net | [removed: 41,536] [added: 50,940] | | | | [removed: 40,173] [added: 41,536] | | | | [removed: 41,225] [added: 40,173] | | | | [removed: 39,915] [added: 41,225] | | | | [removed: 35,265] [added: 39,915] | | |

| Income before income taxes | [removed: 269,668] [added: 214,437] | | | | [removed: 348,706] [added: 269,668] | | | | [removed: 282,025] [added: 348,706] | | | | [removed: 193,644] [added: 282,025] | | | | [removed: 163,616] [added: 193,644] | | |

| Federal and state income taxes | [removed: 92,183] [added: (103,466] | | [added: )] | | [removed: 122,724] [added: 92,183] | | | | [removed: 101,397] [added: 122,724] | | | | [removed: 66,824] [added: 101,397] | | | | [removed: 59,802] [added: 66,824] | | |

| Net income | $ | [removed: 177,485] [added: 317,903] | | | $ | [removed: 225,982] [added: 177,485] | | | $ | [removed: 180,628] [added: 225,982] | | | $ | [removed: 126,820] [added: 180,628] | | | $ | [removed: 103,814] [added: 126,820] | |

| Basic earnings per common share | $ | [removed: 4.54] [added: 8.41] | | | $ | [removed: 5.79] [added: 4.54] | | | $ | [removed: 4.66] [added: 5.79] | | | $ | [removed: 3.30] [added: 4.66] | | | $ | [removed: 2.71] [added: 3.30] | |

| Diluted earnings per common share | $ | [removed: 4.48] [added: 8.34] | | | $ | [removed: 5.73] [added: 4.48] | | | $ | [removed: 4.62] [added: 5.73] | | | $ | [removed: 3.26] [added: 4.62] | | | $ | [removed: 2.69] [added: 3.26] | |

| Weighted average number of common shares outstanding—basic | [removed: 39,125] [added: 37,778] | | | | [removed: 39,016] [added: 39,125] | | | | [removed: 38,743] [added: 39,016] | | | | [removed: 38,458] [added: 38,743] | | | | [removed: 38,297] [added: 38,458] | | |

| Weighted average number of common shares outstanding—diluted | [removed: 39,579] [added: 38,132] | | | | [removed: 39,422] [added: 39,579] | | | | [removed: 39,104] [added: 39,422] | | | | [removed: 38,868] [added: 39,104] | | | | [removed: 38,620] [added: 38,868] | | |

| Dividends declared per common share | $ | [removed: 0.96] [added: 1.04] | | | $ | [removed: 0.88] [added: 0.96] | | | $ | [removed: 0.80] [added: 0.88] | | | $ | [removed: 0.72] [added: 0.80] | | | $ | [removed: 0.66] [added: 0.72] | |

| Current assets | $ | [removed: 350,685] [added: 389,934] | | | $ | [removed: 325,885] [added: 350,685] | | | $ | [removed: 305,260] [added: 325,885] | | | $ | [removed: 389,558] [added: 305,260] | | | $ | [removed: 278,967] [added: 389,558] | |

| Total assets | [removed: 3,020,102] [added: 3,463,021] | | | | [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] | | |

| Current liabilities | [removed: 446,546] [added: 527,598] | | | | [removed: 387,571] [added: 446,546] | | | | [removed: 364,889] [added: 387,571] | | | | [removed: 390,889] [added: 364,889] | | | | [removed: 412,806] [added: 390,889] | | |

| Long-term debt, net of current maturities | [removed: 907,356] [added: 1,291,725] | | | | [removed: 822,869] [added: 907,356] | | | | [removed: 838,245] [added: 822,869] | | | | [removed: 853,642] [added: 838,245] | | | | [removed: 653,081] [added: 853,642] | | |

| Shareholders’ equity | [removed: 1,190,620] [added: 1,271,141] | | | | [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] | | |

The Company primarily operates convenience stores under the names "Casey's" and “Casey’s General Store” in [removed: 15] [added: 16] Midwestern states, primarily in Iowa, Missouri and Illinois.

On April 30, [removed: 2017,] [added: 2018,] there were a total of [removed: 1,978] [added: 2,073] stores in operation.

All but [removed: two stores] [added: four Casey's Stores] offer fuel for sale on a self-serve basis and [added: all] 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.

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

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

At April 30, [removed: 2017,] [added: 2018,] the Company owned the land at [removed: 1,957] [added: 2,053] store locations and the buildings at [removed: 1,962] [added: 2,057] locations, and leased the land at [removed: 21] [added: 20] locations and the buildings at 16 locations.

During the fourth quarter of fiscal [removed: 2017,] [added: 2018,] the Company earned [removed: $0.76] [added: $0.51] in diluted earnings per share compared to [removed: $1.19] [added: $0.76] per share for the same quarter a year ago.

Fiscal [removed: 2017] [added: 2018] diluted earnings per share were [removed: $4.48] [added: $8.34] versus [removed: $5.73] [added: $4.48] for the prior year.

During the [removed: 2017] [added: 2018] fiscal year, we acquired [removed: 22] [added: 26] convenience stores from other parties and opened [removed: 18] [added: 20] of them, and completed [removed: 48] [added: 85] new store constructions.

In addition to this activity, the Company also completed [removed: 103] [added: 74] major remodels, replaced [removed: 21] [added: 30] stores and closed [removed: 20] [added: 16] stores during the year.

The fourth quarter results reflected a [removed: 0.5% decrease] [added: 2.0% increase] in same-store fuel gallons sold, with an average margin of approximately [removed: 17.2] [added: 16.3] cents per gallon (compared to a [removed: 4.6% increase] [added: 0.5% decrease] in same-store fuel gallons sold and an average margin of [removed: 17.8] [added: 17.2] cents per gallon last year).

The Company’s fourth quarter fuel margin [removed: was helped by our ability to sell] [added: included the sale of] approximately [removed: 15.5] [added: 14.8] million renewable fuel credits for [removed: $7.1] [added: $7.9] million (compared to [removed: 12.7] [added: 15.5] million credits sold last year for [removed: $9.1] [added: $7.1] million) .

[removed: For] [added: In] the [removed: year,] [added: prior year] we sold 67.6 million [removed: renewable fuel] credits for $52.2 million.

[removed: In] [added: For] the [removed: prior year] [added: year,] we sold [removed: 57.1] [added: 65.9] million [added: renewable fuel] credits for [removed: $31.0] [added: $47.5] million.

[removed: For] [added: In] the [removed: fiscal] [added: prior] year, same-store gallons increased 2.1% with an average margin of 18.4 cents per gallon.

[removed: In] [added: For] the [removed: prior] [added: fiscal] year, same-store gallons increased [removed: 3.0%] [added: 2.3%] with an average margin of [removed: 19.6] [added: 18.5] cents per gallon.

Same store sales of grocery & other merchandise [removed: increased 1.5%] [added: decreased 0.4%] and prepared foods & fountain [removed: increased 3.2%] [added: decreased 1.3%] during the fourth quarter of fiscal [removed: 2017,] [added: 2018,] as compared to the same period in the prior year.

The grocery & other merchandise margin was slightly [removed: lower] [added: higher] at [removed: 31.5%] [added: 31.8%] in fiscal [removed: 2017] [added: 2018] compared to [added: 31.5% in fiscal 2017, due mainly to product mix shift.]

[added: The grocery & other merchandise margin was slightly lower at 31.5% in fiscal 2017 compared to] 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 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 [removed: wholesale fuel costs and wage rate increases.]

Fiscal [removed: 2016] [added: 2018] Compared with Fiscal [removed: 2015][added: 2017]

Finally, the Company opened four acquisitions purchased in the prior year, and two replacements that were closed in the prior year.

Quarterly and Year-To-Date Summary Results

This was favorably impacted in fiscal 2018 by $4.53 for the revaulation of net deferred tax liabilities as of the enactment date of the Tax Cuts and Jobs Act of 2017 (the Tax Reform Act).

Company Initiatives

Inside sales increased 4.9% to $3,189,768, primarily as a result of a $101,953 increase from stores that were built or acquired after April 30, 2016,

The fuel margin decreased to 7.9% in fiscal 2018 from 8.6% in fiscal 2017 primarily due to rising retail fuel prices.

The prepared food & fountain margin decreased to 61.0% from 62.3% during fiscal 2018, due mainly to increases in stales and more promotional activity.

Depreciation and amortization expense increased $23,341 (11.8%) to $220,970 in fiscal 2018 from $197,629 in fiscal 2017.

The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 30.4% (represents a blended rate as four months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings.

Net income increased to $317,903 in fiscal 2018 from $177,485 in fiscal 2017.

These were offset by a weaker agricultural economy, which has slowed the growth in customer traffic to stores, particularly inside the store combined with decreases in prepared food and fountain margins and unusual weather patterns compared to prior year.

wholesale fuel costs and wage rate increases.

| | 2018 | | | | 2017 | | | | 2016 | | |

| | 2018 | | | 2017 | | | 2016 | |

| (1) | The decline in same store sales growth for grocery & other merchandise and prepared food & fountain for 2018 as compared to 2017 was due primarily to a reduction in customer traffic from a generally weaker agricultural economy, increased competitor promotional activity, and unusual weather patterns as compared to prior year. |

The decrease was due primarily to slowing customer traffic due to challenges in the broader agricultural economy, weaker fuel margins, unusual weather patterns, lower prepared food & fountain margins, and increases in operating expenses.

These reductions were partially offset by operating 95 more stores than the same period a year ago, increased fuel gallons sold, and slight increases in fuel margin and grocery and other merchandise margin.

The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

The Company has adopted the new standard using the modified retrospective method beginning May 1, 2018.

The effect of the adoption is expected to be immaterial to retained earnings as of May 1, 2018 and to net income for the three month period ended July 31, 2018.

The Company expects the future rollout of its new digital program to be impacted by the standard, however, there will not be a change from our current accounting policies since the Company currently does not have a loyalty program.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses.

ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

It is effective for the Company beginning May 1, 2018, and the Company is currently evaluating the impact of ASU 2017-01, which would be applied prospectively to future acquisitions.

The Note bears interest at a variable rate subject to change from time to time based on

changes in an independent index referred to in the Note as the Federal Funds Offered Rate (the “Index”).

Interest on the 3.51% Senior notes Series E is payable on the 13th day of each June and December, while the interest on the 3.77% Senior notes Series F is payable on the 22nd day of each February and August.

Principal on the Senior notes Series E and Series F is payable in full on June 13, 2025 (Series E) and August 22, 2028 (Series F), respectively.

| Senior notes | $ | 1,558,310 | | | $ | 71,958 | | | $ | 671,367 | | | $ | 70,963 | | | $ | 744,022 | |

| Capital lease obligations | 13,574 | | | | 824 | | | | 1,655 | | | | 1,642 | | | | 9,453 | | |

| Operating lease obligations | 3,383 | | | | 1,053 | | | | 1,163 | | | | 412 | | | | 755 | | |

| Total | $ | 1,598,691 | | | $ | 73,835 | | | $ | 674,185 | | | $ | 73,017 | | | $ | 754,230 | |

results of operations.

| Gross profit | 1,681,161 | | | | 1,613,621 | | | | 1,439,785 | | | | 1,222,016 | | | | 1,071,069 | | |

The fuel margin increased to 9.1% in fiscal 2016 from 6.8% in fiscal 2015 primarily due to a steady fall in wholesale costs midyear combined with volatility in wholesale fuel prices, contributing to a stronger margin.

The grocery & other merchandise margin was consistent at 31.9% in fiscal 2016 compared to 32.1% in fiscal 2015.

The prepared food & fountain margin increased to 62.5% from 59.7% primarily due to the lower commodity costs during fiscal 2016.

Depreciation and amortization expense increased 9.5% to $170,937 in fiscal 2016 from $156,111 in fiscal 2015.

The decrease in the effective tax rate was primarily due to a decrease in state tax expense (approximately 40 basis points) and an increase in favorable permanent differences (approximately 30 basis points).

Net income increased to $225,982 in fiscal 2016 from $180,628 in fiscal 2015.

However, this was partially offset by an increase in operating expenses and depreciation and amortization.

| (2) | The decline in same store sales growth for 2016 as compared to 2015 was impacted by the timing of implementation on the continued rollout of pizza delivery and major remodels in 2016, as well as cycling against strong results from the prior year. |

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

The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made.

Vendor rebates in the form of rack display allowances (RDAs) are funds that we receive from various vendors for allocating certain shelf space to carry their specific products or to introduce new products in our stores for a particular period of time.

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

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

Vendor rebates in the form of billbacks are treated as a reduction in cost of goods sold and are recognized at the time the rebate is earned per the contract.

Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

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

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

The RINs are recorded as a reduction in the cost of goods sold in the period when the Company commits to a price and agrees to sell all of the RINs acquired during a specified period.

The

Goodwill

Goodwill and intangible assets with indefinite lives are tested for impairment at least annually.

The Company assesses impairment annually at year-end using a market based approach to establish fair value.

All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores.

As of April 30, 2017, there was $132,806 of goodwill and management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment and no events have occurred since the annual test indicating a potential impairment.

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.

In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), which provided guidance on the presentation of debt issuance costs.

The new standard required that debt issuance costs be recorded as a reduction from the face amount of the related debt, with amortization recorded as interest expense, rather than recording as a deferred asset.

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

The adoption of this standard did not have a material impact on the financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

The goal of the update was to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.

This update was effective for the Company beginning May 1, 2017 with early

adoption permitted.

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

The Notes evidenced a revolving line of credit in the aggregate principal amount of $100,000 and bear interest at variable rates subject to change from time to time based on changes in an independent index referred to in the Notes as the Federal Funds Offered Rate (the “Index”).

The interest rate applicable to the second note is 1.000% over the Index.

| 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 | | |

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2017 and 2016,] [added: 2018] and [added: 2017,] 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: 2017.][added: 2018, and the related notes (collectively, the consolidated financial statements).]

We also have audited the Company’s internal control over financial reporting as of April 30, [removed: 2017,] [added: 2018,] based on criteria established in Internal [removed: Control—Integrated] [added: Control - Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

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

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of [removed: Casey’s General Stores, Inc. and subsidiaries] [added: the Company] as of April 30, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the years in the three-year period ended April 30, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.

[removed: Also,] [added: Also] in our opinion, [removed: Casey's General Stores, Inc.] [added: the Company] maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2017,] [added: 2018,] based on criteria established in Internal [removed: Control—Integrated] [added: Control - Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

CONSOLIDATED BALANCE SHEETS [added: (In thousands, except share data)]

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | $ | [removed: 76,717] [added: 53,679] | | | $ | [removed: 75,775] [added: 76,717] | |

| Receivables | [removed: 43,244] [added: 45,045] | | | | [removed: 27,701] [added: 43,244] | | |

| Inventories | [removed: 201,644] [added: 241,668] | | | | [removed: 204,988] [added: 201,644] | | |

| Prepaid expenses | [removed: 9,179] [added: 5,766] | | | | [removed: 3,008] [added: 9,179] | | |

| Income taxes receivable | [removed: 19,901] [added: 50,682] | | | | [removed: 14,413] [added: 19,901] | | |

| Total current assets | [removed: 350,685] [added: 396,840] | | | | [removed: 325,885] [added: 350,685] | | |

| Leasehold interest in property and equipment | [removed: 16,173] [added: 13,690] | | | | [removed: 16,044] [added: 14,683] | | |

| Less accumulated depreciation and amortization | [removed: 1,496,472] [added: 1,611,177] | | | | [removed: 1,340,249] [added: 1,496,472] | | |

| Net property and equipment | [removed: 2,513,158] [added: 2,902,920] | | | | [removed: 2,252,475] [added: 2,513,158] | | |

| Other assets, net of amortization | [removed: 23,453] [added: 29,909] | | | | [removed: 19,222] [added: 23,453] | | |

| Goodwill | [removed: 132,806] [added: 140,258] | | | | [removed: 128,566] [added: 132,806] | | |

| Total assets | $ | [removed: 3,020,102] [added: 3,469,927] | | | $ | [removed: 2,726,148] [added: 3,020,102] | |

| Notes payable to bank | $ | [removed: 900] [added: 39,600] | | | $ | [removed: —] [added: 900] | |

| Current maturities of long-term debt | [removed: 15,421] [added: 15,374] | | | | [removed: 15,375] [added: 15,421] | | |

| Accounts payable | [removed: 293,903] [added: 321,419] | | | | [removed: 241,207] [added: 293,903] | | |

| Wages and related taxes | [removed: 25,010] [added: 27,704] | | | | [removed: 32,026] [added: 25,010] | | |

| Property taxes | [removed: 26,721] [added: 29,117] | | | | [removed: 24,091] [added: 26,721] | | |

| Other | [removed: 46,607] [added: 54,607] | | | | [removed: 39,337] [added: 46,607] | | |

| Long-term debt, net of current maturities | [removed: 907,356] [added: 1,291,725] | | | | [removed: 822,869] [added: 907,356] | | |

| Deferred income taxes | [removed: 440,124] [added: 341,946] | | | | [removed: 394,934] [added: 440,124] | | |

| Deferred compensation | [removed: 15,784] [added: 15,928] | | | | [removed: 17,813] [added: 15,784] | | |

| Other long-term liabilities | [removed: 19,672] [added: 21,589] | | | | [removed: 19,498] [added: 19,672] | | |

| Total liabilities | [removed: 1,829,482] [added: 2,198,786] | | | | [removed: 1,642,685] [added: 1,829,482] | | |

| Common stock, no par value, [removed: 38,765,821] [added: 36,874,322] and [removed: 39,055,570] [added: 38,765,821] shares issued and outstanding at April 30, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively | [removed: 40,074] [added: —] | | | | [removed: 72,868] [added: 40,074] | | |

| Retained earnings | [removed: 1,150,546] [added: 1,271,141] | | | | [removed: 1,010,595] [added: 1,150,546] | | |

| Total shareholders’ equity | [removed: 1,190,620] [added: 1,271,141] | | | | [removed: 1,083,463] [added: 1,190,620] | | |

| Total liabilities and shareholders’ equity | $ | [removed: 3,020,102] [added: 3,469,927] | | | $ | [removed: 2,726,148] [added: 3,020,102] | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Total revenue | $ | [removed: 7,506,587] [added: 8,391,124] | | | $ | [removed: 7,122,086] [added: 7,506,587] | | | $ | [removed: 7,767,216] [added: 7,122,086] | |

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control Over Financial Reporting

We have served as the Company’s auditor since 1987.

June 29, 2018

| | 2018 | | | | 2017 | | |

| Land | 729,965 | | | | 637,161 | | |

| Buildings and leasehold improvements | 1,620,218 | | | | 1,418,709 | | |

| Machinery and equipment | 2,093,878 | | | | 1,901,503 | | |

| Construction in process | 56,346 | | | | 37,574 | | |

| | 4,514,097 | | | | 4,009,630 | | |

| Insurance accruals | 20,029 | | | | 18,816 | | |

| Total current liabilities | 507,850 | | | | 427,378 | | |

| Insurance accruals, net of current portion | 19,748 | | | | 19,168 | | |

| (a) Includes excise taxes of approximately: | $ | 919,000 | | | $ | 866,000 | | | $ | 818,000 | |

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

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

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

| Net income | — | | | — | | | | 317,903 | | | | 317,903 | | |

| Repurchase of common stock | (1,997,800 | ) | | (57,186 | | ) | | (158,248 | | ) | | (215,434 | | ) |

| Stock-based compensation | 65,924 | | | 15,735 | | | | — | | | | 15,735 | | |

| Balance at April 30, 2018 | 36,874,322 | | | $ | — | | | $ | 1,271,141 | | | $ | 1,271,141 | |

| Net income | $ | 317,903 | | | $ | 177,485 | | | $ | 225,982 | |

| Depreciation and amortization | 220,970 | | | | 197,629 | | | | 170,937 | | |

Construction in process is reported at cost and not subject to depreciation until placed in service.

Unvested shares under equity awards are treated as common shares within the basic earnings per share calculation when an employee has met certain requirements in the award agreement.

For example, if retirement provisions are satisfied which allow an employee to avoid forfeiture of the award upon a normal retirement from the Company.

The diluted earnings per share calculation does not take into effect any shares that have not met performance or market conditions as of the reporting period.

expense in connection with the discounted liability over the remaining life of the tank.

Additionally, certain awards include performance and market conditions.

The performance-based awards are based on the achievement of a three year average return on invested capital (ROIC).

For these awards, stock-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period.

The market-based awards are achieved based on our relative performance to a pre-determined peer group.

The fair value of these awards is determined using a Monte Carlo simulation as of the date of the grant.

For market-based awards, the stock-based compensation expense will not be adjusted should the initial target awards vary from actual awards.

The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

June 29, 2017

(In thousands, except share data)

| | | | | | | | |

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

| Land | 665,318 | | | | 593,043 | | |

| Buildings and leasehold improvements | 1,422,586 | | | | 1,279,258 | | |

| Machinery and equipment | 1,905,553 | | | | 1,704,379 | | |

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

| Insurance | 37,984 | | | | 35,535 | | |

| Total current liabilities | 446,546 | | | | 387,571 | | |

| Gross profit | 1,681,161 | | | | 1,613,621 | | | | 1,439,785 | | |

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

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

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

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

| Stock-based compensation | 10,697 | | | | 7,413 | | | | 7,307 | | |

| | |

| --- | --- |

None of the awards contain performance conditions.

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.

In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), which provided guidance on the presentation of debt issuance costs.

The new standard required that debt issuance costs be recorded as a reduction from the face amount of the related debt, with amortization recorded as interest expense, rather than recording as a deferred asset.

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

The adoption of this standard did not have a material impact on the financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

The goal of the update was to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.

This update was effective for the Company beginning May 1, 2017 with early adoption permitted.

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 | | |

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

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

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

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

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

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

The interest rate applicable to the second note is 1.000% over the Index.

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: 2017.][added: 2018.]

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2017.][added: 2018.]

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: 2017.][added: 2018.]

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” [added: "Executive Officers",] “Section 16(a) Beneficial Ownership Reporting Compliance,” [removed: and] “Executive [removed: Officers] [added: Compensation”, "Nominating] and [removed: Their Compensation”] [added: Corporate Governance Committee", and "Audit Committee",] as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2017] [added: 2018] and used in connection with the Company’s [removed: 2017] [added: 2018] Annual Meeting of Shareholders are hereby incorporated by reference.

The Company intends to disclose on this [removed: Web site] [added: website] any amendments to or waivers from the Financial Code of Ethics or the Code of Business Conduct and Ethics that are required to be disclosed pursuant to SEC rules.

That portion of the Company’s definitive Proxy Statement appearing under the caption [removed: “Executive Officers] [added: "Compensation Discussion] and [removed: Their] [added: Analysis", "Compensation Committee Report", "Compensation Committee", “Executive] Compensation” [added: "Potential Payments Upon Termination or Change of Control", "Director Compensation", and "Certain Relationships and Related Party Transactions",] as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2017] [added: 2018] and used in connection with the Company’s [removed: 2017] [added: 2018] Annual Meeting of Shareholders is hereby incorporated by reference.

Those portions of the Company’s definitive Proxy Statement appearing under the captions [removed: “Shares Outstanding,” “Voting Procedures,” and] “Beneficial Ownership of Shares of Common Stock by Directors and Executive [removed: Officers”] [added: Officers”, "Principal Shareholders" and "Equity Compensation Plan Information",] as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2017] [added: 2018] and used in connection with the Company’s [removed: 2017] [added: 2018] 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 [removed: Transactions” and] [added: Transactions”,] “Governance of the Company” [added: and "The Board of Directors and its Committees",] as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2017] [added: 2018] and used in connection with the Company’s [removed: 2017] [added: 2018] Annual Meeting of Shareholders is hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption [removed: “Independent] [added: “Ratification of Appointment of Independent] Registered Public Accounting [removed: Firm Fees”] [added: Firm”] as filed with the Commission within 120 days after April 30, [removed: 2017] [added: 2018] and used in connection with the Company’s [removed: 2017] [added: 2018] Annual Meeting of Shareholders is hereby incorporated by reference.

Consolidated Balance Sheets, April 30, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2017][added: 2018]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2017][added: 2018]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2017][added: 2018]

| 4.8 | [removed: Note] [added: [Note] Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers [removed: of $100,000,000 in principal amount of] [added: the] 5.72% Senior Notes, Series A and Series B (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 4.8 to] Form 8-K [added: as] filed September 29, [removed: 2006)] [added: 2006)](http://www.sec.gov/Archives/edgar/data/726958/000119312506200337/dex48.htm)] |

| 4.9 | [removed: Note] [added: [Note] Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 4.1 to] Form 8-K [added: as] filed August 10, [removed: 2010)] [added: 2010)](http://www.sec.gov/Archives/edgar/data/726958/000095015710001417/ex4-1.htm)] |

| 4.10 | [removed: Note] [added: [Note] Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference [removed: from the Current Reports on] [added: to Exhibit 4.10 to] Form 8-K [added: as] filed June 18, [removed: 2013 and December 18, 2013)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/726958/000119312513262013/d555874dex410.htm)] |

| 4.11 | [removed: Note] [added: [Note] Purchase Agreement dated as of May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 4.11 to] Form 8-K [added: as] filed May 3, [removed: 2016)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/726958/000072695816000191/secversionofnotepurchaseag.htm)] |

| 4.12 | [removed: Note] [added: [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 [removed: from the Current Report on] [added: to Exhibit 4.12 to] Form 8-K [added: as] filed June 15, [removed: 2017)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000045/notepurchaseagreementform8.htm)] |

| 10.28(c) | [removed: Promissory Notes] [added: [Promissory Note] delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated [removed: June 9, 2016] [added: April 27, 2018] (incorporated by reference [removed: from the Current Report on] [added: to exhibit 10.28(c) to] Form 8-K filed [removed: June 9, 2016)] [added: May 2, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000054/note-pledge4x27x18.htm)] |

| 10.29(a)* | [removed: Form] [added: [Form] of “change of control” Employment Agreement (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 10.29(a) to] Form 8-K [added: as] filed June 2, [removed: 2010)] [added: 2010)](http://www.sec.gov/Archives/edgar/data/726958/000095013010002857/dex1029a.htm)] |

| 10.31* | [removed: Non-Qualified] [added: [Non-Qualified] Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 10.31 to] Form 8-K [added: as] filed November 10, [removed: 1997)] [added: 1997)](http://www.sec.gov/Archives/edgar/data/726958/0000726958-97-000012.txt)] |

| 10.32* | [removed: Severance] [added: [Severance] Agreement with Douglas K. Shull (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 10.32 to] Form 8-K [added: as] filed July 28, [removed: 1998)] [added: 1998)](http://www.sec.gov/Archives/edgar/data/726958/0000726958-98-000019.txt)] |

| 10.38* | [removed: Executive] [added: [Executive] Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 (incorporated by reference [removed: from the Annual Report on] [added: to Exhibit 10.38 to] Form 10-K [removed: for the fiscal year ended April 30, 2007)] [added: as filed June 29, 2007)](http://www.sec.gov/Archives/edgar/data/726958/000119312507147153/dex1038.htm)] |

| 10.40* | [removed: Severance] [added: [Severance] Agreement with John G. Harmon (incorporated by reference [removed: from the Current Report on] [added: to Exhibit 99.1 to] Form 8-K [added: as] filed January 17, [removed: 2008)] [added: 2008)](http://www.sec.gov/Archives/edgar/data/726958/000119312508008127/dex991.htm)] |

| 10.41* | [removed: Casey’s] [added: [Casey’s] General Stores, Inc. 2009 Stock Incentive Plan [removed: (incorporated by reference from the Current Report on Form 8-K filed September 23, 2009)] and related forms of [added: Stock Option Grant (2011),] Restricted Stock [removed: Units] Agreement [removed: (Non-employee Directors) (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010)] [added: (Officers] and [added: Other Employees) (2015, 2016),] Restricted Stock Units Agreement (Officers and Other [removed: Employees),] [added: Employees) (2015, 2016),] Restricted Stock Units Agreement [removed: (Chief Executive Officer)] [added: (Non-Officer Employees) (2017, 2018), Restricted Stock Units Agreement (LTI Awards to Officers)] and [added: Award Summary (2017, 2018),] Stock [removed: Option Grant (incorporated by reference from the Current Report on Form 8-K filed June 27, 2011)] [added: Award Agreement (Non-Employee Directors) (2017), and Restricted Stock Units Agreement (Non-Employee Directors) (2018)](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1041-2009stockplana.htm)] |

| 10.42* | [removed: Employment] [added: [Employment] Agreement with Terry W. Handley and related Restricted Stock Units Award Agreement dated April 12, [removed: 2016 (incorporated by reference from the Current Report on Form 8-K filed June 6, 2016)] [added: 2016](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1042-handleyemploym.htm)] |

| 23.1 | [removed: Consent] [added: [Consent] of Independent Registered Public Accounting [removed: Firm] [added: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex231_2018430xq4.htm)] |

| 31.1 | [removed: Certificate] [added: [Certificate] of Terry W. Handley under Section 302 of Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex311_2018430xq4.htm)] |

| 31.2 | [removed: Certificate] [added: [Certificate] of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex312_2018430xq4.htm)] |

| 32.1 | [removed: Certificate] [added: [Certificate] of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex321_2018430xq4.htm)] |

| 32.2 | [removed: Certificate] [added: [Certificate] of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex322_2018430xq4.htm)] |

| Date: June 29, [removed: 2017] [added: 2018] | By | /s/ Terry W. Handley |

| Date: June 29, [removed: 2017] [added: 2018] | By | /s/ William J. Walljasper |

| | [removed: Chairman] [added: Chair] and Director | |

| Date: June 29, [removed: 2017] [added: 2018] | By | /s/ Diane C. Bridgewater |

| Date: June 29, [removed: 2017] [added: 2018] | By | /s/ H. Lynn Horak |

| Date: June 29, [removed: 2017] [added: 2018] | By | /s/ Larree M. Renda |

| 3.1 | [Second Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed December 11, 2017)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000136/casyex3120171031q2.htm) |

| 3.2(a) | [Fourth Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2(a) to Form 8-K as filed March 7, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000008/q318ex32afourthamendedandr.htm) |

| 10.21(a)* | [Amended and Restated Employment Agreement with Donald F. Lamberti and First and Second Amendments thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1021-lambertiemploy.htm) |

| 10.22(a)* | [Amended and Restated Employment Agreement with Ronald M. Lamb and First and Second Amendments thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1022-lambemployment.htm) |

| 10.30* | [Non-Qualified Supplemental Executive Retirement Plan and Amendment thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1030-nonxqualifieds.htm) |

| 10.33* | [Casey’s General Stores, Inc. 2000 Stock Option Plan and related form of Grant Agreement](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1033-2000stockoptio.htm) |

| 10.34* | [Casey’s General Stores 401(k) Plan (incorporated by reference to Exhibit 10.34 to Form 10-K as filed July 29, 2003)](http://www.sec.gov/Archives/edgar/data/726958/000119312503025518/dex1034.txt) |

| 10.35* | [Trustar Directed Trust Agreement (incorporated by reference to Exhibit 10.35 to Form 10-K as filed July 29, 2003)](http://www.sec.gov/Archives/edgar/data/726958/000119312503025518/dex1035.txt) |

| 10.39* | [Employment Agreement with Robert J. Myers and Amendment and Second Amendment thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1039-myersemploymen.htm) |

| 21 | [Subsidiaries of Casey’s General Stores, Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit21.htm) |

| Date: June 29, 2018 | By | /s/ William J. Walljasper |

| Date: June 29, 2018 | By | /s/ Terry W. Handley |

| Date: June 29, 2018 | By | /s/ Cara K. Heiden |

| | Cara K. Heiden | |

| Date: June 29, 2018 | By | /s/ Donald E. Frieson |

| | Donald E. Frieson | |

| Date: June 29, 2018 | By | /s/ David K. Lenhardt |

| | David K. Lenhardt | |

| Date: June 29, 2018 | By | /s/ Allison M. Wing |

| | Allison M. Wing | |

| | | |

| | Director | |

| | | |

| Date: June 29, 2018 | By | /s/ Judy A. Schmeling |

| | Judy A. Schmeling | |

| | Director | |

| | |

| 3.1 | Restatement of the Restated and Amended Articles of Incorporation (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, 2011) |

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

| 10.21(a)* | Amended and Restated Employment Agreement with Donald F. Lamberti (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, 1998) |

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

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

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

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

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

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

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

| 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) |

| Date: June 29, 2017 | By | /s/ Robert J. Myers |

| | Robert J. Myers | |

| Date: June 29, 2017 | By | /s/ Johnny Danos |

| | Johnny Danos | |

| Date: June 29, 2017 | By | /s/ Jeffrey M. Lamberti |

| | Jeffrey M. Lamberti | |