Casey's (CASY) 10-K risk factor changes: FY2019 vs FY2018

[removed: could materially and adversely affect our fuel and merchandise sales] [added: retail price of cigarettes, unit volume] and [added: revenues,] gross [removed: profit margins,] [added: profit,] and [removed: therefore] [added: overall customer traffic, which in turn] could have a material adverse effect on our business, financial condition and results of operations.

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

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

Over the past three fiscal years, on average our fuel revenues accounted for approximately [removed: 60%] [added: 61%] of total revenue and our fuel revenue less cost of goods sold excluding depreciation and amortization accounted for approximately 23% of the total revenue less cost of goods sold excluding depreciation and amortization.

These factors could adversely affect our [removed: fuel gallon volume, fuel] [added: retail price of cigarettes and related products, cigarette or related product unit volume and revenues, merchandise] revenue less cost of goods sold excluding depreciation and amortization, and overall customer traffic, [removed: which] [added: and] in turn [removed: would affect] [added: have a material adverse effect on] our [removed: sales of grocery and general merchandise] [added: business, financial condition] and [removed: prepared food products.][added: results of operations.]

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

[removed: Since] [added: Because] the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump and higher gallon movement result in higher credit card expenses.

Total credit card fees paid in fiscal [added: 2019,] 2018, [removed: 2017,] and [removed: 2016,] [added: 2017,] were approximately [removed: $123] [added: $127] million, [removed: $110] [added: $123] million, and [removed: $100] [added: $110] million, respectively.

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

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

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

Currently, major cigarette [added: and tobacco and nicotine] manufacturers offer significant rebates to retailers, although there can be no assurance that such rebate programs will continue.

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

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

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

Congress has given the Food and Drug Administration (“FDA”) broad authority to regulate tobacco [added: and nicotine] products, and the FDA has enacted numerous regulations restricting the sale of such products.

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

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

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

Thus, an unfavorable outcome or settlement of one or more of these lawsuits could have a material adverse effect on our financial position, liquidity and results of [removed: operations in a particular period or periods.][added: operations.]

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

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

Instances or [removed: reports, whether verified or not,] [added: reports] of food-safety issues, such as food-borne illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, [removed: storage] [added: storage, preparation] or [removed: preparation,] [added: service,] have in the past significantly damaged the reputations and impacted the sales of companies in the food processing, 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 [removed: the Casey’s] [added: our] brand and severely hurt sales of our prepared food products and possibly lead to product liability and personal injury claims, litigation (including class actions), government agency investigations and damages.

During the past three fiscal years, the average sale price has been [removed: $0.69] [added: $0.56] per RIN.

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

An important part of our growth strategy has been to [added: purchase properties on which to build our stores, and in certain instances,] acquire other convenience stores that complement our existing stores or broaden our geographic presence.

[removed: Acquisitions] [added: We expect to continue pursuing acquisition opportunities, which] involve risks that could cause our actual growth or operating results to differ materially from our expectations or the expectations of securities analysts.

Our business is subject to extensive governmental laws and regulations that [removed: include] [added: include,] but are not limited [removed: to] [added: to,] those relating to environmental [removed: protection;] [added: protection and remediation;] 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, [removed: tobacco,] [added: tobacco and nicotine products,] money [removed: order] [added: orders, lottery/lotto] and [removed: lottery] [added: other age-restricted] products; compliance with the Payment Card Industry Data Security Standards and similar requirements; compliance with the Federal Motor Carriers Safety Administration regulations; [added: and,] securities laws and Nasdaq listing standards.

State laws regulate the sale of alcohol, [removed: tobacco,] [added: tobacco] and [removed: lottery] [added: nicotine products, lottery/lotto products and other age-restricted] products.

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

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

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

We depend on our information technology (IT) systems to manage [added: and operate] numerous aspects of our [removed: business transactions and] [added: business,] provide analytical information to [removed: management.][added: management and serve as a platform for our business continuity plan.]

Our internal control over financial reporting constitutes a 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 [removed: principles (“GAAP”).][added: principles.]

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

Covenants in [removed: the agreements relating to] our [removed: Senior Notes] [added: senior notes and credit facility agreements] require us to [added: comply with certain covenants and] meet financial maintenance tests.

We are required to [removed: meet] [added: comply with] certain financial and non-financial covenants under our existing [removed: note agreements relating to our Senior Notes.][added: senior notes and credit facility agreements.]

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

We depend on regular deliveries of products [added: to and from our facilities and stores] that meet our specifications.

employees, shareholders, financial institutions and governmental agencies.

These governmental actions, as well as national, state and local campaigns and regulations to discourage tobacco and nicotine use and limit the sale of such products, including but not limited to certain actions taken to increase the minimum age in order to purchase such products, have resulted or may in the future result in, reduced industry volume and consumption levels, and could materially affect the

The first phase of implementation was completed in November 2018.

Additionally, if we do not effectively implement and utilize the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.

These risks include, but are not limited to, the inability to identify and acquire suitable sites at advantageous prices; competition in targeted market areas; difficulties during the acquisition process in discovering some of the liabilities of the businesses that we acquire; difficulties associated with our existing financial controls, information systems, management resources and human resources needed to support our future growth; difficulties with hiring, training and retaining skilled personnel, including store managers; difficulties in adapting distribution and other operational and management systems to an expanded network of stores; difficulties in obtaining governmental and other third-party consents, permits and licenses needed to operate additional stores; difficulties in obtaining the cost savings and financial improvements we anticipate from future acquired stores; the potential diversion of our management’s attention from focusing on our core business due to an increased focus on acquisitions; and, challenges associated with the consummation and integration of any future acquisition.

In addition, the price of our common stock could be subject to wide fluctuations in response to these, and other factors: a deviation in our results from the expectations of public market analysts and investors; statements by research analysts about our common stock, company, or industry; changes in market valuations of companies in our industry and market evaluations of our industry generally; additions or departures of key personnel; actions taken by our competitors; sales of common stock by the Company, senior officers, or other affiliates; and, other general economic, political, or market conditions, many of which are beyond our control

To remain competitive, we must constantly analyze consumer preferences and competitors’ offerings and prices to ensure we offer convenience products and services consumers demand at competitive prices.

We must also maintain and upgrade our customer service levels, facilities, and locations to remain competitive and attract customer traffic.

These competitive pressures

Significant increases and volatility in wholesale petroleum costs have resulted and could in the future result in significant increases in the retail price of petroleum products and in lower average fuel margins per gallon.

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

These governmental actions, as well as national, state and local campaigns to discourage smoking and other factors, have resulted in reduced industry volume and consumption levels, and could materially affect the retail price of cigarettes, unit volume and revenues, gross profit, and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.

The prices of certain commodities fluctuate widely.

The wholesale costs we pay for certain commodities such as cheese and coffee can fluctuate widely from period to period.

Any significant increase in the wholesale costs of such commodities could have a material adverse impact on our results of operations in a particular period or periods.

From May 1, 2017 through April 30, 2018 we acquired 26 convenience stores and opened 20 of those stores.

We expect to continue pursuing acquisition opportunities.

These risks include:

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| --- | --- |

| • | The inability to identify and acquire suitable sites at advantageous prices; |

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| --- | --- |

| • | Competition in targeted market areas; |

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| --- | --- |

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

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| --- | --- |

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

| | |

| --- | --- |

| • | Difficulties with hiring, training and retaining skilled personnel, including store managers; |

| | |

| --- | --- |

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

| | |

| --- | --- |

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

| | |

| --- | --- |

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

| | |

| --- | --- |

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

| | |

Consequently, we seek to preserve our invested funds by [removed: limiting] [added: attempting to limit] default risk, market risk, and reinvestment risk.

We [added: attempt to] mitigate default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond [removed: appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.]

We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, [removed: 2018,] [added: 2019,] would have no material effect on pretax earnings.

appropriately to a significant reduction in a credit rating of any investment issuer or guarantor.

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

The Casey's Stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts, and sandwiches), beverages, tobacco [added: and nicotine] products, health and beauty aids, automotive products, and other nonfood items.

On April 30, [removed: 2018] [added: 2019] there were a total of [removed: 2,073] [added: 2,146] stores in operation.

There were [removed: 85] [added: 56] stores newly constructed in fiscal [removed: 2018.][added: 2019.]

We closed [removed: 16] [added: 10] stores in fiscal [removed: 2018.][added: 2019.]

We also acquired [removed: 26] [added: 24] additional stores in fiscal [removed: 2018; 20] [added: 2019; 22] of those stores were opened in fiscal [removed: 2018,] [added: 2019,] and [removed: six] [added: two] will be opened during the [removed: 2019] [added: 2020] fiscal year.

Finally, we opened [removed: four] [added: five] acquisitions purchased in the prior [removed: year, and two replacements that were closed in prior] year.

Approximately [removed: 57%] [added: 56%] of all our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 18% of our stores were opened in communities with populations exceeding 20,000 persons.

[removed: We intend to post disclosure] [added: In the event] of [removed: any waivers] [added: a waiver] to the Code of [removed: Conduct on] [added: Conduct, any required disclosure will be posted to] our website.

The Marketing Company owns and operates stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Ohio, Oklahoma, [removed: Tennessee] and [removed: Wisconsin.][added: Wisconsin, and until May 2019, stores in Tennessee.]

The Marketing Company also has responsibility for all of our wholesale [removed: operations, including both distribution centers.]

Stores sell regional brands of dairy and bakery products, and [removed: 1,794 (87%)] [added: 1,854 (86.4%)] of the stores offer beer.

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

As of April 30, [removed: 2018,] [added: 2019,] the Company was selling donuts prepared on store premises in [removed: 2,061 (99%)] [added: 2,136 (99.5%)] 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: 2,060] [added: 2,124] stores [removed: (99%)] [added: (99.0%)] as of April 30, [removed: 2018.][added: 2019.]

[removed: 1,382 (67%)] [added: 1,462 (68.1%)] stores now offer made-to-order sub sandwiches.

In the last three fiscal years, retail sales of nonfuel items have generated about [removed: 40%] [added: 39%] of our total revenue, but they have resulted in approximately 77% of our [removed: gross profit.][added: revenue less cost of goods sold (excluding depreciation and amortization).]

[removed: Gross profit margins] [added: Revenue less cost of goods sold (excluding depreciation and amortization)] on prepared food items averaged approximately 62% during the three fiscal years ended April 30, [removed: 2018—substantially] [added: 2019—substantially] higher than the [removed: gross profit margin on] [added: impact of] retail sales of fuel, which averaged approximately 8%.

The current larger store design measures [removed: 42] [added: 46] feet by [removed: 110] [added: 130] feet with approximately [removed: 2,200] [added: 3,000] square feet devoted to sales area, [removed: 550] [added: 600] square feet to kitchen space, [removed: 425] [added: 400] square feet to storage, and 2 large public restrooms.

There is also a smaller store design that is generally designated for smaller communities that measures 39 feet by 86 feet, with approximately [removed: 1,500] [added: 1,550] square feet devoted to sales area with the remaining areas similar in size.

Each new store typically includes [removed: 4] [added: 5] to 10 islands of fuel dispensers and storage tanks with capacity for 60,000 to 70,000 gallons of fuel.

As of April 30, [removed: 2018,] [added: 2019,] we operated approximately [removed: 663] [added: 638] stores on a 24-hour basis, and another [removed: 1,254] [added: 1,349] that have expanded hours.

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

Approximately [removed: 61%] [added: 63%] of Casey’s total revenue for the year ended April 30, [removed: 2018] [added: 2019] 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: 2018:][added: 2019:]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Number of gallons sold | [removed: 2,198,600] [added: 2,296,030] | | | | [removed: 2,061,794] [added: 2,198,600] | | | | [removed: 1,951,814] [added: 2,061,794] | | |

| Total retail fuel sales | $ | [removed: 5,145,988] [added: 5,848,770] | | | $ | [removed: 4,414,128] [added: 5,145,988] | | | $ | [removed: 4,214,802] [added: 4,414,128] | |

| Percentage of total revenue | [removed: 61.3] [added: 62.5] | | % | | [removed: 58.8] [added: 61.3] | | % | | [removed: 59.2] [added: 58.8] | | % |

| Percentage of revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) | [removed: 7.9] [added: 8.0] | | % | | [removed: 8.6] [added: 7.9] | | % | | [removed: 9.1] [added: 8.6] | | % |

| Average retail price per gallon | $ | [removed: 2.34] [added: 2.55] | | | $ | [removed: 2.14] [added: 2.34] | | | $ | [removed: 2.16] [added: 2.14] | |

| Average revenue less cost of goods sold per gallon (excluding depreciation and amortization and credit card fees) | | [removed: 18.50] [added: 20.30] | ¢ | | | [removed: 18.35] [added: 18.50] | ¢ | | | [removed: 19.55] [added: 18.35] | ¢ |

| Average number of gallons sold per store* | [removed: 1,087] [added: 1,097] | | | | [removed: 1,053] [added: 1,087] | | | | [removed: 1,015] [added: 1,053] | | |

Retail prices of fuel during the year increased [removed: 9.3%] [added: 9.0%] 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 and the continued benefit from our fuel saver programs.][added: operation.]

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

In fiscal [removed: 2018,] [added: 2019,] a majority of the food and nonfood items supplied to stores from the distribution centers were purchased directly from manufacturers.

On April 30, [removed: 2018,] [added: 2019,] we had [removed: 17,917] [added: 16,891] full-time employees and [removed: 19,288] [added: 19,950] part-time employees.

Examples of convenience store chains competing in the larger towns served by Casey’s Stores include Quik [removed: Trip, Kwik Trip, Kum & Go, and other regional chains.]

We currently have [removed: 4,697] [added: 4,879] USTs, [removed: 3,799] [added: 3,968] of which are fiberglass and [removed: 898] [added: 911] are steel, and we believe that all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with the existing UST regulations have been completed.

Casey’s Retail Company (the "Retail Company") was organized as an Iowa corporation in April 2004.

CGS Stores, LLC was organized in April 2019 as an Iowa limited liability company.

The Marketing Company, Service Company, and Retail Company are wholly-owned subsidiaries of Casey’s.

CGS Stores, LLC is a wholly-owned subsidiary of the Marketing Company.

operations, including both distribution centers.

As of May 2019, CGS Stores, LLC owns and operates stores in Tennessee.

Our

Trip, Kwik Trip, Kum & Go, and other regional chains.

Casey’s Retail Company was organized as an Iowa corporation in April 2004, CGS Sales Corp. was organized as an Iowa corporation in 2008, and Tobacco City, Inc. was organized as an Iowa corporation in 2014 (however, both of these subsidiaries were merged into Casey's Retail Company as of the end of the fiscal year).

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

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.

For the Fiscal Year Ended April 30, [removed: 2018][added: 2019]

| [removed: (Title] [added: Title] of [removed: Class)] [added: each class] | [added: Trading Symbol(s)] | [removed: (Name] [added: Name] of [removed: Exchange] [added: each exchange] on which [removed: Registered)] [added: registered] |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, [removed: 2017,] [added: 2018,] was approximately [removed: $4.3] [added: $4.6] billion based on the closing sales price [removed: ($114.57] [added: ($125.55] per share) as quoted on the NASDAQ Global Select Market.

| Class | | Outstanding at June 20, [removed: 2018] [added: 2019] |

| Common Stock, no par value per share | | [removed: 36,593,575] [added: 36,763,634] shares |

Certain information called for by Items 10, 11, 12, 13 and 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: 2018.][added: 2019.]

| PART I | ITEM 1. | [removed: [Business](#sE3E4019092D45B38B4155956B26DB651)] [added: [Business](#s70F32BD026C85DB4A3CF1E27C451C84C)] | [removed: [4](#sE3E4019092D45B38B4155956B26DB651)] [added: [4](#s70F32BD026C85DB4A3CF1E27C451C84C)] |

| | ITEM 1A. | [Risk [removed: Factors](#s28BB4A44D0EF51FDA0A6E76548615E48)] [added: Factors](#sEE82F227426C5B5DAC2D014C30D7CD25)] | [removed: [7](#s28BB4A44D0EF51FDA0A6E76548615E48)] [added: [7](#sEE82F227426C5B5DAC2D014C30D7CD25)] |

| | ITEM 1B. | [Unresolved Staff [removed: Comments](#s57ED0AB4C7B9509696A3208F5E365D6D)] [added: Comments](#sFFEC6A2C748352F49485BD73336B43F6)] | [removed: [15](#s57ED0AB4C7B9509696A3208F5E365D6D)] [added: [15](#sFFEC6A2C748352F49485BD73336B43F6)] |

| | ITEM 2. | [removed: [Properties](#s78391ABC266A53DA917AA4D578CFEB8A)] [added: [Properties](#s4B0D15ECA8C05E82990243D050232855)] | [removed: [15](#s78391ABC266A53DA917AA4D578CFEB8A)] [added: [15](#s4B0D15ECA8C05E82990243D050232855)] |

| | ITEM 3. | [Legal [removed: Proceedings](#sA50623EB66D25007B9E5EA26AEA63B8B)] [added: Proceedings](#s11930C0D378A50E7B8786D83D388A40D)] | [removed: [15](#sA50623EB66D25007B9E5EA26AEA63B8B)] [added: [15](#s11930C0D378A50E7B8786D83D388A40D)] |

| | ITEM 4. | [Mine Safety [removed: Disclosures](#sC83ACA85965A5017B44FE901D0CB8C08)] [added: Disclosures](#sC3DF9397D5FB539DAEFC11761DBB9693)] | [removed: [15](#sC83ACA85965A5017B44FE901D0CB8C08)] [added: [15](#sC3DF9397D5FB539DAEFC11761DBB9693)] |

| PART II | ITEM 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sA90C9F82A5945F01BF52A928C89A8BE6)] [added: Securities](#s9BDAFDFDF86C539698B558EB36CEE74F)] | [removed: [16](#sA90C9F82A5945F01BF52A928C89A8BE6)] [added: [16](#s9BDAFDFDF86C539698B558EB36CEE74F)] |

| | ITEM 6. | [Selected Financial [removed: Data](#sD5932A0548F75BA5AA851032AEC1FA0B)] [added: Data](#s96A721555B72569FB6D683C281B8827D)] | [removed: [18](#sD5932A0548F75BA5AA851032AEC1FA0B)] [added: [18](#s96A721555B72569FB6D683C281B8827D)] |

| | ITEM 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sF21691D7E0DB575EB07FB2CD83E3C47D)] [added: Operations](#s709037E430215F5583798700E390B598)] | [removed: [18](#sF21691D7E0DB575EB07FB2CD83E3C47D)] [added: [18](#s709037E430215F5583798700E390B598)] |

| | ITEM 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s42FC9B0A9CBF5AE3B7481B79E5436877)] [added: Risk](#s692CCEE7ED905544A6FEC6875B00FA29)] | [removed: [29](#s42FC9B0A9CBF5AE3B7481B79E5436877)] [added: [28](#s692CCEE7ED905544A6FEC6875B00FA29)] |

| | ITEM 8. | [Financial Statements and Supplementary [removed: Data](#s5BE788698BCE5282A4211B4BDDDBBC6D)] [added: Data](#s060F07AC6543556CBF6BB0211204E3CF)] | [removed: [30](#s5BE788698BCE5282A4211B4BDDDBBC6D)] [added: [30](#s060F07AC6543556CBF6BB0211204E3CF)] |

| | ITEM 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s9A31ECB5383B5F5BB85E0AB0623470A9)] [added: Disclosure](#sA166ACF5391C5417AA14BEA04803E877)] | [removed: [47](#s9A31ECB5383B5F5BB85E0AB0623470A9)] [added: [50](#sA166ACF5391C5417AA14BEA04803E877)] |

| | ITEM 9A. | [Controls and [removed: Procedures](#sFD1D0F5E69025AB4954BE881E4602AEF)] [added: Procedures](#sAE6A9EA022BD5F2DB06BB65615938AED)] | [removed: [47](#sFD1D0F5E69025AB4954BE881E4602AEF)] [added: [50](#sAE6A9EA022BD5F2DB06BB65615938AED)] |

| | ITEM 9B. | [Other [removed: Information](#sEF6AFAD277C95EFC90610CF46AFA9679)] [added: Information](#s42385F8E42575E54BC3C31E819D53318)] | [removed: [48](#sEF6AFAD277C95EFC90610CF46AFA9679)] [added: [51](#s42385F8E42575E54BC3C31E819D53318)] |

| PART III | ITEM 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sD68589303B165130BD233CAF759D12F8)] [added: Governance](#s7D7A1E7C7BBD5E429E5AA5006759E6C1)] | [removed: [49](#sD68589303B165130BD233CAF759D12F8)] [added: [52](#s7D7A1E7C7BBD5E429E5AA5006759E6C1)] |

| | ITEM 11. | [Executive [removed: Compensation](#sB767CE0044BE5C16B1D2C3FBA840CDE9)] [added: Compensation](#s1512AD4CFB135E8EBE29A42E579BBCA2)] | [removed: [49](#sB767CE0044BE5C16B1D2C3FBA840CDE9)] [added: [52](#s1512AD4CFB135E8EBE29A42E579BBCA2)] |

| | ITEM 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s4ED350CE1732570A92F83D06D0CBCFEB)] [added: Matters](#s3A5EA3E9C2305405B84F79011C16FE9C)] | [removed: [49](#s4ED350CE1732570A92F83D06D0CBCFEB)] [added: [52](#s3A5EA3E9C2305405B84F79011C16FE9C)] |

| | ITEM 13. | [Certain Relationships and Related Transactions and Director [removed: Independence](#sC58B11C56A485497A2EC78364DC053D9)] [added: Independence](#s469EE3ECB228551B8BF4DF40B5B00D0D)] | [removed: [49](#sC58B11C56A485497A2EC78364DC053D9)] [added: [52](#s469EE3ECB228551B8BF4DF40B5B00D0D)] |

| | ITEM 14. | [Principal Accountant Fees and [removed: Services](#sE602CC636CE154DD8A964DB9B10C5421)] [added: Services](#sA55B8B94F0125D1DA06E07B48E2652DB)] | [removed: [49](#sE602CC636CE154DD8A964DB9B10C5421)] [added: [52](#sA55B8B94F0125D1DA06E07B48E2652DB)] |

| PART IV | ITEM 15. | [Exhibits and Financial Statement [removed: Schedules](#s474E6F7F61535BC9B185AC603B9FC130)] [added: Schedules](#sB65BBF157473574CAD2ADB2C70FF99D6)] | [removed: [50](#s474E6F7F61535BC9B185AC603B9FC130)] [added: [53](#sB65BBF157473574CAD2ADB2C70FF99D6)] |

10-K 1 casy-2019430x10k.htm 10-K

| Common Stock, no par value per share | CASY | The NASDAQ Global Select Market |

| | ITEM 16. | [Form 10-K Summary](#s36d3fc572353469a97301342cf3b19c7) | [54](#s36d3fc572353469a97301342cf3b19c7) |

| | | | |

| | | [Signatures](#sB94EB3C427D55216B7A7079F598B3BA2) | [55](#sB94EB3C427D55216B7A7079F598B3BA2) |

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

| COMMON STOCK | | NASDAQ |

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

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

On April 30, [removed: 2018,] [added: 2019,] we also owned the land at [removed: 2,053] [added: 2,120] store locations and the buildings at [removed: 2,057] [added: 2,125] locations and leased the land at [removed: 20] [added: 26] locations and the buildings at [removed: 16] [added: 21] locations.

The [removed: 36,874,322] [added: 36,664,521] shares of common stock outstanding at April 30, [removed: 2018] [added: 2019] had a market value of approximately [removed: $3.6] [added: $4.9] billion.

On that date there were [removed: 1,675] [added: 1,618] shareholders of record.

| Calendar [removed: 2016] [added: 2017] | High | | | | Low | | | | Calendar [removed: 2017] [added: 2018] | | High | | | | Low | | | | Calendar [removed: 2018] [added: 2019] | | High | | | | Low | | |

| 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] | | | Q1 | | $ | [removed: 128.51] [added: 138.45] | | | $ | [removed: 105.45] [added: 122.86] | |

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal [removed: 2018] [added: 2019] totaled [removed: $1.04] [added: $1.16] per share.

The dividends declared in fiscal [removed: 2017] [added: 2018] totaled [removed: $0.96] [added: $1.04] per share.

On June [removed: 8, 2018,] [added: 5, 2019,] the Board of Directors declared a quarterly dividend of [removed: $0.29] [added: $0.32] per share payable August 15, [removed: 2018] [added: 2019] to shareholders of record on August 1, [removed: 2018.][added: 2019.]

The cash dividends declared during the calendar years [removed: 2016-18] [added: 2017-19] were as follows:

| Calendar [removed: 2016] [added: 2017] | Cash dividend declared | | | | Calendar [removed: 2017] [added: 2018] | | Cash dividend declared | | | | Calendar [removed: 2018] [added: 2019] | | Cash dividend declared | | |

| Q1 | $ | [removed: 0.220] [added: 0.240] | | | Q1 | | $ | [removed: 0.240] [added: 0.260] | | | Q1 | | $ | [removed: 0.260] [added: 0.290] | |

| [removed: Q2] [added: Q3] | [removed: 0.240] [added: 0.260] | | | | [removed: Q2] [added: Q3] | | [removed: 0.260] [added: 0.290] | | | | [removed: Q2] | | [removed: 0.290] | | |

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, [removed: 2018:][added: 2019:]

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

| (1) | On March 6, 2017, the Company announced a share repurchase program, wherein the Company [removed: is] [added: was] authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The [added: share repurchase] authorization [removed: is] [added: was] valid for a period of two years. The [added: repurchase was completed in May 2018. In March 2018, the Company announced a second share repurchase program with an aggregate $300 million repurchase authorization, also valid for two years. The] timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. [added: No stock was repurchased in the fourth quarter or fiscal year related to that authorization.] |

| Q2 | $ | 117.80 | | | $ | 104.64 | | | Q2 | | $ | 110.83 | | | $ | 90.42 | | | | | | | | | | | |

| Q3 | $ | 112.61 | | | $ | 99.76 | | | Q3 | | $ | 130.74 | | | $ | 102.47 | | | | | | | | | | | |

| Q4 | $ | 125.35 | | | $ | 103.50 | | | Q4 | | $ | 137.08 | | | $ | 116.23 | | | | | | | | | | | |

| Q2 | 0.260 | | | | Q2 | | 0.290 | | | | Q2 | | 0.320 | | |

| Q4 | 0.260 | | | | Q4 | | 0.290 | | | | | | | | |

| | 1.020 | | | | | | 1.130 | | | | | | | | |

| February 1-28, 2019 | — | | | $ | — | | | — | | | $ | 300,000,000 | |

| March 1-31, 2019 | — | | | — | | | | — | | | 300,000,000 | | |

| April 1-30, 2019 | — | | | — | | | | — | | | $ | 300,000,000 | |

| Total | — | | | $ | — | | | — | | | $ | 300,000,000 | |

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

| Q3 | 0.240 | | | | Q3 | | 0.260 | | | | | | | | |

| 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. |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total revenue | $ | [removed: 8,391,124] [added: 9,352,910] | | | $ | [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] | |

| Cost of goods sold (exclusive of depreciation and amortization, shown separately below) | [removed: 6,621,731] [added: 7,398,186] | | | | [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] | | |

| Operating expenses | [removed: 1,283,046] [added: 1,391,279] | | | | [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] | | |

| Depreciation and amortization | [removed: 220,970] [added: 244,387] | | | | [removed: 197,629] [added: 220,970] | | | | [removed: 170,937] [added: 197,629] | | | | [removed: 156,111] [added: 170,937] | | | | [removed: 131,160] [added: 156,111] | | |

| Interest, net | [removed: 50,940] [added: 55,656] | | | | [removed: 41,536] [added: 50,940] | | | | [removed: 40,173] [added: 41,536] | | | | [removed: 41,225] [added: 40,173] | | | | [removed: 39,915] [added: 41,225] | | |

| Income before income taxes | [removed: 214,437] [added: 263,402] | | | | [removed: 269,668] [added: 214,437] | | | | [removed: 348,706] [added: 269,668] | | | | [removed: 282,025] [added: 348,706] | | | | [removed: 193,644] [added: 282,025] | | |

| Federal and state income taxes | [added: 59,516 | | | |] (103,466 | | ) | | 92,183 | | | | 122,724 | | | | 101,397 | | | [removed: | 66,824 | | |]

| Net income | $ | [removed: 317,903] [added: 203,886] | | | $ | [removed: 177,485] [added: 317,903] | | | $ | [removed: 225,982] [added: 177,485] | | | $ | [removed: 180,628] [added: 225,982] | | | $ | [removed: 126,820] [added: 180,628] | |

| Basic earnings per common share | $ | [removed: 8.41] [added: 5.55] | | | $ | [removed: 4.54] [added: 8.41] | | | $ | [removed: 5.79] [added: 4.54] | | | $ | [removed: 4.66] [added: 5.79] | | | $ | [removed: 3.30] [added: 4.66] | |

| Diluted earnings per common share | $ | [removed: 8.34] [added: 5.51] | | | $ | [removed: 4.48] [added: 8.34] | | | $ | [removed: 5.73] [added: 4.48] | | | $ | [removed: 4.62] [added: 5.73] | | | $ | [removed: 3.26] [added: 4.62] | |

| Weighted average number of common shares outstanding—basic | [removed: 37,778] [added: 36,710] | | | | [removed: 39,125] [added: 37,778] | | | | [removed: 39,016] [added: 39,125] | | | | [removed: 38,743] [added: 39,016] | | | | [removed: 38,458] [added: 38,743] | | |

| Weighted average number of common shares outstanding—diluted | [removed: 38,132] [added: 36,975] | | | | [removed: 39,579] [added: 38,132] | | | | [removed: 39,422] [added: 39,579] | | | | [removed: 39,104] [added: 39,422] | | | | [removed: 38,868] [added: 39,104] | | |

| Dividends declared per common share | $ | [removed: 1.04] [added: 1.16] | | | $ | [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: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Current assets | [removed: $] [added: 410,580] | [removed: 389,934] | | | $ | [removed: 350,685] [added: 396,840] | | | $ | [removed: 325,885] [added: 350,685] | | | $ | [removed: 305,260] [added: 325,885] | | | $ | [removed: 389,558] [added: 305,260] | |

| Total assets | [removed: 3,463,021] [added: $] | [added: 3,731,376] | | | [removed: 3,020,102] [added: 3,469,927] | | | | [removed: 2,726,148] [added: 3,020,102] | | | | [removed: 2,469,965] [added: 2,726,148] | | | | [removed: 2,304,876] [added: 2,469,965] | | |

| Current liabilities | [removed: 527,598] [added: 590,932] | | | | [removed: 446,546] [added: 507,850] | | | | [removed: 387,571] [added: 446,546] | | | | [removed: 364,889] [added: 387,571] | | | | [removed: 390,889] [added: 364,889] | | |

| Long-term debt, net of current maturities | [removed: 1,291,725] [added: 1,283,275] | | | | [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] | | |

| Shareholders’ equity | [removed: 1,271,141] [added: 1,408,769] | | | | [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] | | |

On April 30, [removed: 2018,] [added: 2019,] there were a total of [removed: 2,073] [added: 2,146] stores in operation.

All but four Casey's Stores offer fuel for sale on a self-serve basis and all carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco [added: and nicotine] products, health and beauty aids, automotive products and other non-food items.

Approximately [removed: 57%] [added: 56%] of all Casey’s 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.

At April 30, [removed: 2018,] [added: 2019,] the Company owned the land at [removed: 2,053] [added: 2,120] store locations and the buildings at [removed: 2,057] [added: 2,125] locations, and leased the land at [removed: 20] [added: 26] locations and the buildings at [removed: 16] [added: 21] locations.

During the fourth quarter of fiscal [removed: 2018,] [added: 2019,] the Company earned [removed: $0.51] [added: $0.68] in diluted earnings per share compared to [removed: $0.76] [added: $0.51] per share for the same quarter a year ago.

The fourth quarter results reflected [removed: a 2.0% increase in same-store fuel gallons sold, with] an average margin of approximately [removed: 16.3] [added: 18.6] cents per gallon [removed: (compared to] [added: and] a [removed: 0.5%] [added: 2.8%] decrease in same-store fuel gallons sold [removed: and] [added: (compared to] an average margin of [removed: 17.2] [added: 16.3] cents per gallon [added: and a 2.0% increase in same-store fuel gallons sold] last year).

The Company’s fourth quarter fuel margin included the sale of approximately [removed: 14.8] [added: 18.6] million renewable fuel credits for [removed: $7.9] [added: $3.5] million (compared to [removed: 15.5] [added: 14.8] million credits sold last year for [removed: $7.1 million) .][added: $7.9 million).]

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

[removed: In] [added: For] the [removed: prior year] [added: year,] we sold [removed: 67.6] [added: 73.1] million [added: renewable fuel] credits for [removed: $52.2] [added: $15.1] million.

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

[removed: The Company’s policy is] [added: Historically, our retail fuel strategy has been] to price to the competition, [removed: so] [added: where] the timing of retail price changes [removed: is primarily] [added: was] driven by local competitive conditions.

Same store sales of grocery & other merchandise [removed: decreased 0.4%] [added: increased 5.7%] and prepared foods & fountain [removed: decreased 1.3%] [added: increased 2.0%] during the fourth quarter of fiscal [removed: 2018,] [added: 2019,] as compared to the same period in the prior year.

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, [added: and a $22,366 increase from the rollout and expansion of our operating programs in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels).]

Total [removed: gross profit margin] [added: revenue less cost of goods sold (excluding depreciation and amortization)] was 21.1% for fiscal 2018 compared with 22.4% for the prior year.

The grocery & other merchandise [removed: margin] [added: revenue less related cost of goods sold (exclusive of depreciation and amortization)] was slightly higher at 31.8% in fiscal 2018 compared to 31.5% in fiscal 2017, due mainly to product mix shift.

The prepared food & fountain [removed: margin] [added: revenue less related cost of goods sold (exclusive of depreciation and amortization)] decreased to 61.0% from 62.3% during fiscal 2018, due mainly to increases in stales and more promotional activity.

The majority of all operating expenses are wages and [removed: related] [added: wage-related] costs.

Fiscal [removed: 2017] [added: 2019] Compared with Fiscal [removed: 2016][added: 2018]

Retail fuel sales for the fiscal year were [removed: $4,414,128,] [added: $5,848,770,] an increase of [removed: 4.7%.][added: 13.7%.]

Fuel gallons sold increased [removed: 5.6%] [added: 4.4%] to [removed: 2.1] [added: 2.3] billion gallons.

The following table represents the roll forward of store growth through the fourth quarter of fiscal 2019:

| | Store Count |

| Stores at 4/30/18 | 2,073 |

| New Store Construction | 56 |

| Acquisitions | 24 |

| Acquisitions not opened | (2) |

| Prior Acquisitions opened | 5 |

| Closed | (10) |

| Stores at 4/30/19 | 2,146 |

Fiscal 2019 diluted earnings per share was $5.51 compared to $3.81 last year, or $8.34 when including the one-time benefit of the adoption of the Tax Cuts and Jobs Act.

Renewable fuel credit values are driven by market conditions, where credits were trading significantly lower throughout fiscal 2019.

For the fiscal year, average fuel margin was 20.3 cents per gallon while same-store gallons decreased 1.7%.

Over the course of fiscal 2019, the Company, as part of its evolving strategy around fuel price optimization, has been more proactive and balanced in driving changes to market prices to grow gross profit dollars, which has contributed to a higher fuel margin and lower same-store fuel gallons sold.

In addition, softer demand in the Midwest adversely impacted same-store fuel gallons sold in the quarter.

As an example, all newly constructed stores use 100 percent high efficiency LED lighting.

The Company is also in the process of retrofitting all of our legacy stores with LED lighting.

The project was expected to be a four or five year project that should be completed by the end of fiscal 2020.

Also, when we perform a major remodel of an existing store, the fluorescent lighting is replaced with LED lighting.

Furthermore, new canopies over the fuel pumps are installed with time systems and photo eyes to help control the canopy lighting.

Total revenue for fiscal 2019 increased 11.5% ($961,786) to $9,352,910, primarily due to a 8.8% increase in the price of fuel (which generated an additional $454,594) and number of fuel gallons sold (which generated an additional $248,188), and a

$254,047 increase in grocery & other merchandise and prepared food & fountain.

Inside sales increased 8.0% to $3,443,815, primarily due to operating 73 more stores than one year ago.

Total revenue less cost of goods sold (excluding depreciation and amortization) was 20.9% for fiscal 2019 compared with 21.1% for the prior year.

Fuel cents per gallon increased to 20.3 cents in fiscal 2019 from 18.5 cents in fiscal 2018 primarily due to the Company's transition to a more balanced approach to fuel pricing and focus on optimizing gross profit dollars.

The grocery & other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was higher at 32.1% in fiscal 2019 compared to 31.8% in fiscal 2018, due mainly to product mix shift and promotion optimization.

The prepared food & fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 62.2% from 61.0% during fiscal 2019, due mainly to strategic price increases, favorable commodity prices, and a product mix shift.

Operating expenses increased 8.4% ($108,233) in fiscal 2019 primarily due to operating 73 more stores than one year ago.

Depreciation and amortization expense increased $23,417 (10.6%) to $244,387 in fiscal 2019 from $220,970 in fiscal 2018.

The effective tax rate increased to 22.6% in fiscal 2019 from (48.3)% in fiscal 2018.

The increase in the effective tax rate was primarily due to the one-time benefit of the adoption of the 2017 Tax Cuts and Jobs Act ("Tax Reform Act") in the prior year.

Net income decreased to $203,886 in fiscal 2019 from $317,903 in fiscal 2018.

The decrease was mainly due to the adoption of the Tax Reform Act, which amounted to approximately $173,000 of income upon adoption.

This was offset by margin increases in each category in fiscal 2019, operating 73 more stores than one year ago, and improved same store sales metrics inside the store.

The fuel cents per gallon was consistent at 18.5 cents in fiscal 2018 compared to 18.4 in fiscal 2017.

COMPANY TOTAL REVENUE AND REVENUE LESS COST OF GOODS SOLD (EXCLUDING DEPRECIATION AND AMORTIZATION) BY CATEGORY

| Revenue less cost of goods sold (excluding depreciation and amortization) by category | | | | | | | | | | | |

| Average revenue less cost of goods sold (excl. depreciation and amortization) on inside items | 679 | | | | 643 | | | | 633 | | |

| Average revenue less cost of goods sold (excluding depreciation and amortization) on fuel | 223 | | | | 202 | | | | 194 | | |

| (1) | The decline in fuel gallons in fiscal 2019 as compared to fiscal 2018 was a combination of declines in miles driven in the Midwest, along with the Company transition to a more balanced pricing approach that focuses on both gallon movement and margins. The increase in same-store Grocery & other merchandise in 2019 is primarily due to refinements in product offerings and promotional strategies. |

| EBITDA | $ | 106,205 | | | $ | 89,306 | | | $ | 563,445 | | | $ | 486,347 | |

| | |

| --- | --- |

| | |

During the 2018 fiscal year, we acquired 26 convenience stores from other parties and opened 20 of them, and completed 85 new store constructions.

In addition to this activity, the Company also completed 74 major remodels, replaced 30 stores and closed 16 stores during the year.

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

Fiscal 2018 diluted earnings per share were $8.34 versus $4.48 for the prior year.

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).

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

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

| | |

| --- | --- |

| • | All newly constructed stores use 100 percent high efficiency LED lighting. The Company is also in the process of retrofitting all of our legacy stores with LED lighting. The project is expected to take roughly four to five years to complete. Also, when we perform a major remodel of an existing store, the fluorescent lighting is replaced with LED lighting. Furthermore, new canopies over the fuel pumps are installed with time systems and photo eyes to help control the canopy lighting. |

| --- | --- |

| • | Multiple paperless initiatives are going on throughout the Company. |

| --- | --- |

| • | Our fleet of trucks is updated frequently, and uses electric fuel tank heaters to reduce idle time. Furthermore, timers have been installed that automatically turn off the engine if it is idling for more than ten minutes. |

and a $22,366 increase from the rollout and expansion of our operating programs in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels).

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

See footnote 6 to the consolidated financial statements included herein for further discussion.

Total revenue for fiscal 2017 increased 5.4% ($384,501) to $7,506,587, primarily due to an increase in the number of fuel gallons sold (which generated an additional $235,458), and a $185,993 increase in inside sales (grocery & other merchandise and prepared food & fountain), offset by a 1% decrease in the average retail price of a gallon of fuel (a $36,132 decrease).

Inside sales increased 6.5% to $3,040,779, primarily as a result of a $77,872 increase from stores that were built or acquired after April 30, 2015, and a $50,593 increase from the rollout and expansion of our recent operating programs in our stores (expanded hours at select locations, stores with pizza delivery, and major remodels).

Total gross profit margin was 22.4% for fiscal 2017 compared with 22.7% for the prior year.

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

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

Operating expenses increased 11.2% ($118,523) in fiscal 2017 primarily due to the expansion of our operating programs noted above ($36,393), and an increase from stores built or acquired after April 30, 2015 ($31,854).

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

The effective tax rate decreased 100 basis points to 34.2% in fiscal 2017 from 35.2% in fiscal 2016.

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

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

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

The decrease was due to a combination of a weaker agricultural economy, which has slowed the growth in customer traffic to stores, combined with less volatility in the

wholesale fuel costs and wage rate increases.

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

COMPANY TOTAL REVENUE AND GROSS PROFIT BY CATEGORY

| Gross profit by category (1) | | | | | | | | | | | |

| Average gross profit on inside items | 643 | | | | 633 | | | | 618 | | |

| Average gross profit on fuel (3) | 202 | | | | 194 | | | | 202 | | |

| (1) | Gross profits represent total revenue less cost of goods sold. Gross profit is given before charges for depreciation, amortization, and credit card fees. Cost of goods sold includes the costs we incur to acquire fuel and merchandise, including excise taxes, less renewable fuel credits (RINs) and vendor rebates. |

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

[removed: Opinions] [added: Opinion] on [removed: the Consolidated Financial Statements and] Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the [removed: three-year] [added: three‑year] period ended April 30, [removed: 2018,] [added: 2019,] and the related notes (collectively, the consolidated financial statements).

We [removed: also] have audited [removed: the Company’s] [added: Casey’s General Stores, Inc. and subsidiaries’ (the Company)] internal control over financial reporting as of April 30, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of April 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the [removed: three-year] [added: three‑year] period ended April 30, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.

[removed: Also in] [added: In] our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for [removed: Opinions][added: Opinion]

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

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

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: 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.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether [removed: the consolidated financial statements are free of material 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] 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.

Our [removed: audits] [added: audit] also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

| | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | [removed: 53,679] [added: 63,296] | | | $ | [removed: 76,717] [added: 53,679] | |

| Receivables | [removed: 45,045] [added: 37,856] | | | | [removed: 43,244] [added: 45,045] | | |

| Inventories | [removed: 241,668] [added: 273,040] | | | | [removed: 201,644] [added: 241,668] | | |

| Prepaid expenses | [removed: 5,766] [added: 7,493] | | | | [removed: 9,179] [added: 5,766] | | |

| Income taxes receivable | [removed: 50,682] [added: 28,895] | | | | [removed: 19,901] [added: 50,682] | | |

| Total current assets | [removed: 396,840] [added: 410,580] | | | | [removed: 350,685] [added: 396,840] | | |

| Land | [removed: 729,965] [added: 792,601] | | | | [removed: 637,161] [added: 729,965] | | |

| Buildings and leasehold improvements | [removed: 1,620,218] [added: 1,770,695] | | | | [removed: 1,418,709] [added: 1,620,218] | | |

| Machinery and equipment | [removed: 2,093,878] [added: 2,224,330] | | | | [removed: 1,901,503] [added: 2,093,878] | | |

| Leasehold interest in property and equipment | [removed: 13,690] [added: 25,323] | | | | [removed: 14,683] [added: 13,690] | | |

| Construction in process | [removed: 56,346] [added: 124,613] | | | | [removed: 37,574] [added: 56,346] | | |

| Less accumulated depreciation and amortization | [removed: 1,611,177] [added: 1,826,936] | | | | [removed: 1,496,472] [added: 1,611,177] | | |

| Net property and equipment | [removed: 2,902,920] [added: 3,110,626] | | | | [removed: 2,513,158] [added: 2,902,920] | | |

| Other assets, net of amortization | [removed: 29,909] [added: 52,947] | | | | [removed: 23,453] [added: 29,909] | | |

| Goodwill | [removed: 140,258] [added: 157,223] | | | | [removed: 132,806] [added: 140,258] | | |

| Total assets | $ | [removed: 3,469,927] [added: 3,731,376] | | | $ | [removed: 3,020,102] [added: 3,469,927] | |

| Current maturities of long-term debt | [removed: 15,374] [added: 17,205] | | | | [removed: 15,421] [added: 15,374] | | |

| Accounts payable | [removed: 321,419] [added: 335,240] | | | | [removed: 293,903] [added: 321,419] | | |

| Wages and related taxes | [removed: 27,704] [added: 39,950] | | | | [removed: 25,010] [added: 27,704] | | |

| Property taxes | [removed: 29,117] [added: 32,931] | | | | [removed: 26,721] [added: 29,117] | | |

| Insurance accruals | [removed: 20,029] [added: 21,671] | | | | [removed: 18,816] [added: 20,029] | | |

| Other | [removed: 54,607] [added: 68,935] | | | | [removed: 46,607] [added: 54,607] | | |

| Total current liabilities | [removed: 507,850] [added: 590,932] | | | | [removed: 427,378] [added: 507,850] | | |

| Long-term debt, net of current maturities | [removed: 1,291,725] [added: 1,283,275] | | | | [removed: 907,356] [added: 1,291,725] | | |

| Deferred income taxes | [removed: 341,946] [added: 385,788] | | | | [removed: 440,124] [added: 341,946] | | |

Opinion on the Consolidated Financial Statements

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of April 30, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June 28, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

June 28, 2019

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors

Casey’s General Stores, Inc.:

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, 2019 and 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated June 28, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

We are a public accounting firm registered with the 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.

We conducted our audit in accordance with the standards of the PCAOB.

We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

Des Moines, Iowa

June 28, 2019

| | 2019 | | | | 2018 | | |

| | 4,937,562 | | | | 4,514,097 | | |

| Lines of credit | $ | 75,000 | | | $ | 39,600 | |

| Implementation of ASU 2014-09 | — | | | — | | | | (4,140 | | ) | | (4,140 | | ) |

| Net income | — | | | — | | | | 203,886 | | | | 203,886 | | |

| Exercise of stock options | 71,546 | | | 2,290 | | | | — | | | | 2,290 | | |

| Repurchase of common stock | (352,592 | ) | | — | | | | (35,247 | | ) | | (35,247 | | ) |

| Balance at April 30, 2019 | 36,664,521 | | | $ | 15,600 | | | $ | 1,393,169 | | | $ | 1,408,769 | |

(in thousands)

| | 2019 | | | | 2018 | | |

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

The Company adopted ASU 2014-09 in the quarter ended July 31, 2018.

As a result, revenue from sales of pizza that include a redeemable box top coupon are deferred until redemption for the portion of the sale that represents the estimated future redemption of the box top coupon.

Gift card revenue is now recognized based on the estimated gift card breakage rate over the pro-rata usage of the card.

Warehousing costs are recorded within operating expenses on the income statement.

Capitalized Software Implementation Costs The Company capitalizes expenditures relates to the implementation of software as incurred.

These costs are expensed on a straight-line basis within operating expenses over the contractual life of the contract with the related software provider.

The outstanding balance in the individual software arrangements is carried in Other Assets on the balance sheet.

The Company adopted two changes that affect the timing of recognition of revenues related to gift card breakage income and the redemption of coupon box tops attached to our pizza boxes.

The impact related to gift cards was $879, net of $321 of deferred taxes and was an increase to shareholders' equity with a reduction in deferred income.

The impact related to box tops was $5,019, net of$1,816 of deferred taxes and was a reduction in shareholders' equity, with an increase in deferred income.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).

To satisfy the standard’s objective, a lessee will recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments.

June 29, 2018

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

| Notes payable to bank | $ | 39,600 | | | $ | 900 | |

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

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

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

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

| Net income | — | | | — | | | | 225,982 | | | | 225,982 | | |

| Exercise of stock options | 108,100 | | | 3,717 | | | | — | | | | 3,717 | | |

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

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

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

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 ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.

The new standard, after deferral for one year, is effective for the Company on May 1, 2018.

Early application is not permitted.

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.

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

Since a majority of revenue is

derived from point of sale transactions, the implementation of this standard will not have a material impact on the Company's consolidated financial statements.

However, certain areas of the consolidated financial statements that will be impacted include the recognition of estimated breakage upon the sale of the Company’s gift cards, and derecognition of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs.

The effect of the adoption is expected to be immaterial to retained earnings as of May 1, 2018 and to net income for the year ended April 30, 2019.

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.

The Company is currently evaluating the impact of ASU 2016-02.

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.

Immaterial Correction of an Error

As discussed above, the Company records accruals to reflect the estimate of costs for settlement of claims related to the self-insurance of workers’ compensation, automobile liability, general liability, and health insurance.

The Company has previously reported such amounts as a component of current liabilities, however, as a portion of these claims will not be paid within the next twelve months, we believe such portion should be classified as non-current.

Consequently, the Company has revised its historical current and non-current liabilities as of April 30, 2017 to be consistent with the April 30, 2018 presentation.

As a result of the change, Insurance accruals as of April 30, 2017 were reduced from approximately $37,984 to $18,816 and Insurance accruals, net of current portion of $19,168 were reported.

The change did not have any impact on total shareholders’ equity as of April 30, 2017 nor was there any impact on net income or cash flows for the year ended April 30, 2017.

Management evaluated the materiality of the change from qualitative and quantitative perspectives, and concluded that the change was immaterial to the prior period financial statements.

| Inventories | $ | 1,618 | |

| Goodwill | 7,452 | | |

| Total revenue | $ | 8,438,371 | | | $ | 7,594,401 | |

| Net income | $ | 320,711 | | | $ | 180,070 | |

| Basic | $ | 8.49 | | | $ | 4.60 | |

| Diluted | $ | 8.41 | | | $ | 4.55 | |

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: 2018.][added: 2019.]

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, [removed: 2018.][added: 2019.]

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: 2018.][added: 2019.]

This report appears on page [removed: 29.][added: 30.]

There [removed: were] [added: have been] no [added: other] changes in the [removed: Company's] [added: Company’s] internal control over financial reporting [removed: that occurred] during the [removed: period covered by this report] [added: fiscal year ended April 30, 2019] that have materially affected, or are reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

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

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

In November 2018, the Company completed implementation of the first phase of a new enterprise resource planning (ERP) system, which is designed to replace or enhance certain internal financial and operating systems.

In connection with the ERP implementation, we updated the processes and controls that constitute our internal control over financial reporting, as necessary, to accommodate related changes to our accounting procedures and business processes.

management override of the control.

achieving its stated goals under all potential future conditions.

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” [removed: "Executive] [added: "Information about our Executive] Officers", [removed: “Section 16(a) Beneficial Ownership Reporting Compliance,”] “Executive Compensation”, "Nominating and Corporate Governance Committee", and "Audit Committee", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2018] [added: 2019] and used in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders are hereby incorporated by reference.

The Financial Code of Ethics, the Code of Business Conduct and Ethics, and other Company governance materials are available under the [removed: Corporate Governance] [added: Investor Relations-Governance] link of the Company [removed: Web site] [added: website located] at www.caseys.com.

In the event of an amendment or waiver to the Financial Code of Ethics or the Code of Business Conduct and Ethics, any required disclosure will be posted to our website.

The Company intends to disclose on this 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 "Compensation Discussion and Analysis", "Compensation Committee Report", "Compensation Committee", “Executive [removed: Compensation”] [added: Compensation,”] "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: 2018] [added: 2019] and used in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders is hereby incorporated by reference.

Those portions of the Company’s definitive Proxy Statement appearing under the captions “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers”, "Principal Shareholders" and "Equity Compensation Plan Information", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2018] [added: 2019] and used in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders are hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the captions “Certain Relationships and Related Transactions”, “Governance of the Company” and "The Board of Directors and its Committees", as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, [removed: 2018] [added: 2019] and used in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders is hereby incorporated by reference.

That portion of the Company’s definitive Proxy Statement appearing under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” as filed with the Commission within 120 days after April 30, [removed: 2018] [added: 2019] and used in connection with the Company’s [removed: 2018] [added: 2019] Annual Meeting of Shareholders is hereby incorporated by reference.

Consolidated Balance Sheets, April 30, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Income, Three Years Ended April 30, [removed: 2018][added: 2019]

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, [removed: 2018][added: 2019]

Consolidated Statements of Cash Flows, Three Years Ended April 30, [removed: 2018][added: 2019]

| 3.1 | [Second Restatement of the Restated and Amended Articles of [removed: Incorporation] [added: Incorporation, as amended September 5, 2018] (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed [removed: December 11, 2017)](http://www.sec.gov/Archives/edgar/data/726958/000072695817000136/casyex3120171031q2.htm)] [added: September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000140/secondamendedandrestated.htm)] |

| 3.2(a) | [Fourth Amended and Restated [removed: By-Laws] [added: By-Laws, as amended September 5, 2018] (incorporated by reference to Exhibit 3.2(a) to Form [removed: 8-K] [added: 10-Q] as filed [removed: March 7, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000008/q318ex32afourthamendedandr.htm)] [added: September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000140/fourthamendedandrestatedby.htm)] |

| [removed: 10.28(c)] [added: 10.28(d)] | [Promissory Note delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated [removed: April 27, 2018] [added: January 11, 2019] (incorporated by reference to exhibit [removed: 10.28(c)] [added: 10.28(d)] to Form 8-K [added: as] filed [removed: May 2, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000054/note-pledge4x27x18.htm)] [added: January 17, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/umbpromissorynote.htm)] |

| 10.30* | [Non-Qualified Supplemental Executive Retirement Plan and Amendment [removed: thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1030-nonxqualifieds.htm)] [added: thereto (incorporated by reference to Exhibit 10.30 to Form 10-K as filed June 29, 2018)](http://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 [removed: Agreement](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1033-2000stockoptio.htm)] [added: Agreement (incorporated by reference to Exhibit 10.33 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1033-2000stockoptio.htm)] |

| [removed: 10.34*] [added: 10.43*] | [removed: [Casey’s] [added: [Casey's] General [removed: Stores 401(k)] [added: Stores, Inc. 2018 Stock Incentive] Plan (incorporated by reference to Exhibit [removed: 10.34] [added: 10.43] to Form [removed: 10-K] [added: 8-K] as filed [removed: July 29, 2003)](http://www.sec.gov/Archives/edgar/data/726958/000119312503025518/dex1034.txt)] [added: September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/a2018stockincentiveplanfin.htm)] |

| 10.39* | [Employment Agreement with Robert J. Myers and Amendment and Second Amendment [removed: thereto](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1039-myersemploymen.htm)] [added: thereto (incorporated by reference to Exhibit 10.39 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1039-myersemploymen.htm)] |

| 10.41* | [Casey’s General Stores, Inc. 2009 Stock Incentive Plan and related forms of Stock Option Grant (2011), Restricted Stock Agreement (Officers and Other Employees) (2015, 2016), Restricted Stock Units Agreement (Officers and Other Employees) (2015, 2016), Restricted Stock Units Agreement (Non-Officer Employees) (2017, 2018), Restricted Stock Units Agreement (LTI Awards to Officers) and Award Summary (2017, 2018), Stock Award Agreement (Non-Employee Directors) (2017), and Restricted Stock Units Agreement (Non-Employee Directors) [removed: (2018)](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1041-2009stockplana.htm)] [added: (2018) (incorporated by reference to Exhibit 10.41 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1041-2009stockplana.htm)] |

| 10.42* | [Employment Agreement with Terry W. Handley and related Restricted Stock Units Award Agreement dated April 12, [removed: 2016](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1042-handleyemploym.htm)] [added: 2016 (incorporated by reference to Exhibit 10.42 to Form 10-K as filed June 29, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit1042-handleyemploym.htm)] |

| 21 | [Subsidiaries of Casey’s General Stores, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/exhibit21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/exhibit21.htm)] |

| 23.1 | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex231_2018430xq4.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex231_2019430xq4.htm)] |

| 31.1 | [Certificate of [removed: Terry W. Handley] [added: Darren M. Rebelez] under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex311_2018430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex311_2019430xq4.htm)] |

| 31.2 | [Certificate of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex312_2018430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex312_2019430xq4.htm)] |

| 32.1 | [Certificate of [removed: Terry W. Handley] [added: Darren M. Rebelez] under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex321_2018430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex321_2019430xq4.htm)] |

| 32.2 | [Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695818000097/casy-ex322_2018430xq4.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/casy-ex322_2019430xq4.htm)] |

| 4.13 | [Description of Securities Registered Under Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/726958/000072695819000078/ex413descriptionofcapitals.htm) |

| 10.28(e) | [Credit Agreement dated January 11, 2019, among Casey's General Stores, Inc. as borrower, and Royal Bank of Canada, as administrative agent, and the lenders and issuing banks from time to time party thereto (incorporated by reference to Exhibit 10.28 (e) to Form 8-K as filed January 17, 2019)](http://www.sec.gov/Archives/edgar/data/726958/000072695819000004/creditagreement.htm) |

| 10.44* | [Form of Restricted Stock Units Agreement for Non-Employee Directors under 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Form 8-K as filed September 10, 2018)](http://www.sec.gov/Archives/edgar/data/726958/000072695818000133/rsuagreementnon-employeedi.htm) |

Item 16.

FORM 10-K SUMMARY

Not Applicable

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| 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) |

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

| 101.INS | XBRL Instance Document |

| 101.SCH | XBRL Taxonomy Extension Schema Document |

| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |

| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |

| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |

| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

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

| | | |

| CASEY’S GENERAL STORES, INC. (Registrant) | | |

| | | |

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

| | Terry W. Handley, President and | |

| | Chief Executive Officer | |

| | (Principal Executive Officer and Director) | |

| | | |

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

| | William J. Walljasper | |

| | Senior Vice President and Chief Financial Officer | |

| | (Authorized Officer and Principal Financial and Accounting Officer) | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | |

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

| | | |

Not Applicable

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

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

| | | |

| CASEY’S GENERAL STORES, INC. (Registrant) | | |

| | | |

| Date: June 28, 2019 | By | /s/ Darren M. Rebelez |

| | Darren M. Rebelez, President and | |

| | Chief Executive Officer | |

| | (Principal Executive Officer and Director) | |

| | | |

| Date: June 28, 2019 | By | /s/ William J. Walljasper |

| | William J. Walljasper | |

| | Senior Vice President and Chief Financial Officer | |

| | (Authorized Officer and Principal Financial and Accounting Officer) | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | |

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

| | | |

| | | |

| Date: June 28, 2019 | By | /s/ H. Lynn Horak |

| | H. Lynn Horak | |

| | Chair and Director | |

| | | |

| Date: June 28, 2019 | By | /s/ William J. Walljasper |

| | William J. Walljasper | |

| | Senior Vice President and Chief Financial Officer | |

| | | |

| Date: June 28, 2019 | By | /s/ Darren M. Rebelez |

| | Darren M. Rebelez, President and | |

| | Chief Executive Officer, Director | |

| | | |

| Date: June 28, 2019 | By | /s/ Cara K. Heiden |

| | Cara K. Heiden | |

| | Director | |

| | | |

| Date: June 28, 2019 | By | /s/ Diane C. Bridgewater |

| | Diane C. Bridgewater | |