C A S E Y ’ S G E N E R A L S T O R E S , I N C . 2 0 1 8 A N N U A L R E P O R T 2018 Annual Report TABLE OF CONTENTS 1968 Opened first Casey’s in Boone, IA. 1978 The first grocery truck was purchased & a new store opened in Aledo, IL. 1982 Casey’s first distribution center opened in Urbandale, IA. 1967 Donald F. Lamberti & Kurvin C. Fish bought the assets to the Square Deal Oil Co. 1980 Homemade Donuts To Go was introduced in Grimes, IA. 1983 Casey’s Initial Public Offering 700,000 Common Shares of stock offered to the public. 1985 Homemade Pizza To Go was introduced in Waukee, IA. FINANCIAL HIGHLIGHTS Total Revenue (in Thousands) Cash Flow from Operations (in Thousands) Net Income (in Thousands) EPS (Basic) EPS (Diluted) Employees Number of Stores 2017 $7,506,587 $459,273 $177,485 $4.54 $4.48 35,014 1,978 2018 $8,391,124 $419,797 $317,903 $8.41 $8.34 37,205 2,073 % CHANGE 11.8% -8.6% 79.1% 85.2% 86.2% 6.5% 4.8% 1 1990 Corporate Headquarters was completed in Ankeny, IA. 2016 Opened second distribution center in Terre Haute, IN. 1996 Opened 1,000th store in Altoona, IA. 2018 Celebrating Casey’s 50th Anniversary. 2017 Opened 2,000th store in Russellville, KY. EARNINGS BEFORE INCOME TAX (IN MILLIONS) 2016 $348.7 : 2017 $269.7 : 2018 $214.4 : BASIC EARNINGS PER SHARE 2016: 2017: 2018: $5.79 $4.54 $8.41 MESSAGE TO OUR SHAREHOLDERS - page 3 MANAGEMENT TEAM - page 6 STORE OPERATIONS - page 7 GROWTH - page 13 BOARD OF DIRECTORS - page 15 FINANCE - page 17 INVESTOR INFORMATION - page 18 2 MESSAGE TO OUR SHAREHOLDERS Terry W. Handley President & Chief Executive Officer 3 2018 marks the 50th anniversary of Casey’s General Stores, Inc. – a notable milestone in our Company’s history and one that we are very proud of as an organization. While our financial performance in fiscal 2018 did not meet our expectations, we are encouraged by the early progress on the several new programs that will carry us into the future. Throughout the year, Casey’s experienced a number of headwinds including ongoing challenges in the agricultural economy, competitive pricing from big box retailers, historically low unemployment coupled with persistent wage pressures, and quick service restaurants fighting for market share through aggressive promotional campaigns. We also endured unusual and extreme weather conditions which adversely impacted our results, particularly during the fourth quarter. These challenges contributed to our underperformance relative to our initial fiscal 2018 guidance. As we look ahead to fiscal 2019, we feel we are well-positioned to deliver on our new objectives and create shareholder value. Staying true to our long-term focus and disciplined approach, we announced our “Value Creation Plan” in March 2018. This plan is comprised of 1) enhancing store performance through the implementation of three key growth programs and a continued focus on controlling operating expenses, 2) continuing our disciplined capital allocation strategy which prioritizes projects yielding the highest returns, and 3) aligning our Board of Directors and corporate governance policies to meet the needs of today’s environment. With respect to the first piece of our plan, enhancing store performance, we have outlined three key growth programs that we believe will help drive sales and margins across the entire store base over the next three fiscal years. First, we plan to revamp and greatly expand our fleet card program which we believe will drive store traffic meaningfully higher and deliver incremental fuel and inside sales. Second, we expect to improve the Company’s visibility and precision of product pricing throughout our entire network of stores with a transformative price optimization strategy for both fuel and in-store purchases. Lastly, through our digital engagement initiative, we are creating a new, streamlined customer experience across our customers’ in-store, mobile, and online interactions with Casey’s. Our new capabilities will significantly enhance their ordering process for our prepared food, increase our ability to interact one-to-one with customers more regularly, enhance the efficiency of our kitchen operations, and create new, compelling ways to reward our customers for their loyalty. Chris Jones, our new Chief Marketing Officer, brings tremendous experience in digital and brand development and will lead the implementation process. We are on track to begin realizing benefits from several of these initiatives starting in the second half of fiscal 2019. In addition to the three key initiatives, the Company intends to enhance store performance by continuing its focus on implementing ongoing cost reduction measures. In the fourth fiscal quarter of 2018, we made the strategic decision to reduce the number of 24-hour locations and pizza-delivery locations following an extensive profitability analysis to determine the optimal hours of operation and delivery offering. The Company expects the cumulative savings of store-level operating expenditures to be $200 million by fiscal 2021, which it plans to re-invest into these key initiatives in order to increase shareholder value. Regarding capital allocation, we have touched more than 65% of our store base over the last 10 years through new-store constructions, acquisitions, replacements, and major remodels. The result is a strong store base that is aligned with what customers are seeking. The Company remains committed to growing its footprint through a blend of new-store construction and strategic acquisition opportunities. However, with the recent refresh 4 program nearly completed and having identified significant opportunities ahead of us, we will look to redeploy capital to other high-yielding projects including our value creation initiatives. Furthermore, Casey’s remains committed to returning capital to its shareholders. The Company completed its initial $300 million share repurchase program in May 2018 and the Board of Directors has authorized a second $300 million share repurchase program effective through fiscal 2020. Casey’s has also demonstrated a long history of consistent dividend growth with 18 straight years of annual dividend increases. At its June 2018 meeting, the Board approved an 11.5% dividend increase, raising the quarterly dividend from $0.26 to $0.29 per share. The final area of the Value Creation Plan involves our strategic Board and governance changes. This is an important topic for all public companies, including Casey’s, and one where we have engaged shareholders over time. During fiscal 2018, the Company made a number of changes including adding five highly qualified independent directors, as well as naming a new independent Chairman, all of whom bring world-class, relevant experience to support our long-term strategy to enhance total shareholder returns. We also adopted a “proxy access” by law, further enhancing our corporate governance profile and shareholder rights practices. In addition, based on a recent change in Iowa law which we supported, Casey’s will begin a phased declassification of its Board starting in 2019. By our annual meeting in 2021, all of our director-nominees will stand for annual election. On this 50th anniversary, we have much to celebrate. Casey’s has accomplished a lot over the last five decades and enjoyed a great deal of success along the way, but we cannot stop there. The retail landscape continues to evolve, and we have taken significant steps to transform Casey’s to enhance store performance, deliver long-term, profitable growth and drive significant shareholder value. Thanks to the hard work and dedication of the more than 37,000 Casey’s employees, the Company is laying the groundwork for many more successful years to come. For fiscal 2019, Casey’s General Stores’ performance guidance is as follows: • Increase same-store Fuel gallons sold 1.5% - 3.0% with an average margin of 18.5 - 20.5 cents per gallon, • Increase same-store Grocery and Other Merchandise sales 1.5% - 3.0% with an average margin of 31.5% - 32.5%, • Increase same-store Prepared Food and Fountain sales 1.5% - 3.5% with an average margin of 60.0% - 62.0%, • Operating expenses expected to increase 8.5% - 10.5% (including Value Creation Plan), • Depreciation and amortization expected to increase 14.0% - 16.0%, • Build 60 stores, and • Acquire 20+ stores. We appreciate your investment in Casey’s General Stores, Inc. and look forward to creating more shareholder value in fiscal 2019 and beyond. Sincerely, Terry W. Handley President & Chief Executive Officer 5 MANAGEMENT TEAM TERRY W. HANDLEY President & Chief Executive Officer JULIA L. JACKOWSKI Senior Vice President, Corporate General Counsel & Secretary BRIAN J. JOHNSON Senior Vice President, Store Development CHRIS JONES Senior Vice President & Chief Marketing Officer JAY SOUPENE Senior Vice President, Operations CINDI W. SUMMERS Senior Vice President, Human Resources WILLIAM J. WALLJASPER Senior Vice President & Chief Financial Officer DARRYL F. BACON Vice President, Food Service JAY F. BLAIR Vice President, Transportation & Distribution HAL D. BROWN Vice President, Support Services ROBERT C. FORD Vice President, Store Operations DEBORAH A. GRIMES Vice President, Fuel Procurement & Delivery KIRK HAWORTH Vice President, Real Estate JAMES R. PISTILLO Vice President, Accounting & Treasurer MICHAEL R. RICHARDSON Vice President, Marketing RICH T. SCHAPPERT Vice President, Information Technology 6 GROCERY AND OTHER MERCHANDISE s n o i t a r e p e O r o t S 7 Inside sales is the combination of the Grocery and Other Merchandise and the Prepared Food and Fountain categories. In fiscal 2018, revenue from inside sales was $3.2 billion, with gross profit of $1.3 billion and an average margin of 41.0%. During fiscal 2018, same-store sales increased 1.9% with an average margin of 31.8%. Grocery and Other Merchandise sales slowed throughout the year. We believe the softness was related to a challenging agricultural economy that has pressured the disposable income of our customers. The Company also experienced an increased promotional environment throughout the year, especially in beer and liquor, from competitors in the grocery, convenience, and dollar channels. The Company’s strategic reduction of 24-hour locations also impacted same-store sales, particularly in the fourth quarter. Despite the weaker sales results, industry data shows we continued to gain market share as we outperformed the broader convenience store market in most product categories. From a margin standpoint, our average margin in the category was in-line with our expectations for the year. Packaged beverages such as bottled water, sports drinks, and energy drinks outperformed the category as a whole in fiscal 2018. This outperformance was due partly to our larger store formats and recent remodel strategy which features expanded cooler space and walk-in beer coolers in new stores, replacement stores, and major remodels. Nearly two thirds of our stores feature these expanded refrigerated offerings. Sales growth in higher-margin packaged beverages helps to offset some of the pressures from declining cigarette sales. OUTLOOK We are encouraged by our opportunities in this category as we plan to add more new stores with expanded grocery offerings. In addition, we are confident this category will benefit from the execution of our fleet card, price optimization, and digital engagement initiatives in the second half of fiscal 2019 and beyond. The fiscal 2019 guidance for the Grocery and Other Merchandise category is to increase same-store sales 1.5% - 3.0% with an average margin of 31.5% - 32.5%. SAME-STORE SALES FY 2018: 1.9% FY 2019 Guidance: 1.5-3.0% AVERAGE MARGIN FY 2018: 31.8% FY 2019 Guidance: 31.5-32.5% SALES (IN MILLIONS) : 2016 $1,974 2017 $2,087 : : 2018 $2,184 MARGIN 2016: 2017: 2018: 31.9% 31.5% 31.8% GROSS PROFIT (IN MILLIONS) 2016: 2017: 2018: $629.2 $657.2 $693.6 8 PREPARED FOOD AND FOUNTAIN s n o i t a r e p e O r o t S 9 During fiscal 2018, same-store sales increased 1.7% with an average margin of 61.0%. Prepared Food and Fountain same-store sales and margin were impacted by competitive pressures experienced throughout the year. We observed several competitors in the convenience store and food service channels launch aggressive pricing and promotional campaigns on pizza and other food items. Fiscal 2018 same-store sales were also affected by the strategic reduction in hours of operations and delivery days at a number of the Company’s 24-hour and pizza-delivery locations, respectively. While these changes presented a drag on same-store sales, Casey’s benefitted from the adjustments overall by reducing store-level operating expenses. OUTLOOK In conjunction with our digital engagement efforts, in April 2018 we streamlined the on-line ordering process making it easier for customers to order our famous pizza through our website and our mobile app. We are excited about the prospects of increased interactions with our customers on our new loyalty platform which we aim to pilot by the end of fiscal 2019. The Prepared Food and Fountain category now accounts for 36% of the Company’s total gross profit. This number has expanded over time and will likely continue to grow as we drive more traffic to our stores with the help of our Value Creation Plan growth programs. The fiscal 2019 guidance for the Prepared Food and Fountain category is to increase same-store sales 1.5% - 3.5% with an average margin of 60.0% - 62.0%. SAME-STORE SALES FY 2018: 1.7% FY 2019 Guidance: 1.5-3.5% AVERAGE MARGIN FY 2018: 61.0% FY 2019 Guidance: 60.0-62.0% SALES (IN MILLIONS) : 2016 $881 2017 $953 : : 2018 $1,006 MARGIN 2016: 2017: 2018: 62.5% 62.3% 61.0% GROSS PROFIT (IN MILLIONS) 2016: 2017: 2018: $550.3 $594.0 $613.7 10 FUEL s n o i t a r e p e O r o t S 11 During fiscal 2018, same-store gallons increased 2.3% with an average margin of 18.5 cents per gallon. While retail fuel prices trended higher in fiscal 2018 compared to fiscal 2017, our fuel saver programs continued to perform well throughout the year. This was evident in our results which outpaced the “Miles Driven” trends as reported by the United States Department of Transportation for our region, further signaling a gain in market share. The overall margin environment remained robust in fiscal 2018 as retail fuel margins finished the year slightly higher than fiscal 2017. However, we witnessed rising wholesale fuel costs particularly in the back half of fiscal 2018. Wholesale costs and retail prices trended steadily higher during the fourth quarter which dampened our fuel margin, led to higher credit card fees, and contributed to more fuel expense for our distribution services. OUTLOOK During the first half of fiscal 2019, we expect retail fuel margins to rebound from the low levels we experienced in the final quarter of fiscal 2018. In addition, we expect that our fleet card program, price optimization strategy, expanded diesel and biodiesel offerings, and other product optimization efforts will help drive both same-store sales and margins, primarily in the second half of fiscal 2019. The fiscal 2019 guidance for the fuel category is to increase same-store gallons sold 1.5% - 3.0% with an average margin of 18.5 - 20.5 cents per gallon. SAME-STORE SALES FY 2018: 2.3% FY 2019 Guidance: 1.5-3.0% AVERAGE MARGIN FY 2018: 18.5 cpg FY 2019 Guidance: 18.5-20.5 cpg SALES (IN MILLIONS OF GALLONS) 2016 1,952 : 2017 2,062 : 2018 2,199 : MARGIN (IN CENTS PER GALLON) 19.6 2016: 18.4 2017: 18.5 2018: GROSS PROFIT (IN MILLIONS) 2016: 2017: 2018: $381.7 $378.3 $406.8 12 GROWTH STORE COUNT BY STATE - Arkansas 43 Iowa 521 - - Illinois 445 - Indiana 113 - 160 Kansas - 14 Kentucky - Michigan 1 - Minnesota 167 13 - Missouri 328 - North Dakota 30 - 134 Nebraska - Ohio 7 Oklahoma 28 - South Dakota 44 11 Tennessee Wisconsin 27 - - - During fiscal 2018, the Company built and opened 85 new stores and acquired 26 stores. The Company also replaced 30 existing stores and completed 74 major remodels. Our Terre Haute, Indiana distribution center has allowed us to more effectively expand into new markets. The first Casey’s General Store in the state of Michigan opened in April 2018. The Company has several other projects underway in Michigan, Ohio, and other newer markets. In anticipation of the increased sales volume generated by our expanded footprint and the Value Creation Plan, we are currently evaluating our distribution system to identify long-term optimization opportunities with a focus on cost and efficiency. We expect to complete this evaluation during fiscal 2019. In addition to our organic store expansion, we believe acquisitions are an integral part of our future growth strategy, and provide some of the highest returns on investment. In fiscal 2018, we acquired 26 convenience stores in accordance with our disciplined acquisition strategy. We are encouraged by the number of recent conversations we are having with potential sellers and will remain vigilant, yet patient, ensuring each future acquisition is a sound financial decision. OUTLOOK We are excited about our growth opportunities in both existing markets and new territories, and will continue our long-term growth strategy in fiscal 2019. Our capital allocation strategy will continue to prioritize investments with attractive return profiles, such as our Value Creation Plan initiatives, as well as disciplined store growth through new-store construction and strategic acquisitions. The fiscal 2019 guidance is to build 60 stores and acquire at least 20 stores. FISCAL 2018 YEAR END 2,073 Corporate Stores FISCAL 2019 GUIDANCE Build 60 Stores Acquire 20+ Stores CORPORATE STORES 2016 1,931 : 2017 1,978 : 2018 2,073 : NEWLY CONSTRUCTED STORES 2016: 2017: 2018: 51 48 85 ACQUIRED STORES 2016: 2017: 2018: 5 22 26 14 BOARD OF DIRECTORS *Member of Audit Committee TERRY W. HANDLEY President & Chief Executive Officer of Casey’s General Stores, Inc. H. LYNN HORAK Board Chair, Past Regional Chairman with Wells Fargo Regional Banking DIANE BRIDGEWATER* Executive Vice President, Chief Financial & Administrative Officer of LCS DONALD FRIESON Former Executive Vice President of Operations of Sam’s Club, Inc. CARA HEIDEN* Retired Co-President of Wells Fargo Home Mortgage DAVID LENHARDT* Former President & Chief Executive Officer of PetSmart, Inc. LARREE RENDA Retired Executive Vice President of Safeway, Inc. JUDY SCHMELING* Former Chief Operating Officer of HSN, Inc. & Former President of Cornerstone Brands ALLISON WING Former Chief Marketing Lead Officer & Executive Vice President of Digital Channels of Ascena Retail Group, Inc. JOHNNY DANOS The entire Casey’s family extends our deepest sympathies to the family and friends of Johnny Danos, who passed away on March 18, 2018. Johnny was the Director of Strategic Development for LWBJ, LLP, a leading CPA, business advisory, and M&A firm located in West Des Moines, Iowa. Not only was Johnny a valued member of the Casey’s Board of Directors since 2004, he was also a prominent businessman and philanthropist in the Des Moines metro area. 15 Casey’s newly-appointed chairman and new director appointments include the following: New Board Chair: H. Lynn Horak is the retired Regional Chairman with Wells Fargo Regional Banking. Mr. Horak served in many positions with Wells Fargo Bank, including Executive Vice President, Chief Financial Officer, President and Chief Executive Officer. He brings more than 30 years of executive leadership experience and a critical understanding of credit markets, consumer behavior, and retail analysis. New Director: David K. Lenhardt is the former President and Chief Executive Officer of PetSmart, Inc. Mr. Lenhardt has over 14 years of senior leadership and retail experience at PetSmart, including two years as Chief Executive Officer; he also previously served on the PetSmart Board. At PetSmart, he led the transformation to a comprehensive digital model and built a differentiated pet services business. New Director: Donald E. Frieson is the former Executive Vice President of Operations of Sam’s Club, a division of Walmart Inc. Mr. Frieson brings over 30 years of operations and logistics experience, including 18 years at Walmart, one of the world’s largest retailers. At Walmart, he led operations of the $50 billion Sam’s Club division, including the successful integration of Massmart Holdings Limited. New Director: Cara K. Heiden is the retired Co-President of Wells Fargo Home Mortgage. She has over 30 years of executive leadership experience in the financial services industry, serving in both regional and national roles, and brings a wealth of financial, strategic, marketing, operational, and consumer policy expertise to Casey’s. Her successful career in the Wells Fargo organization led to her being named multiple times to U.S. Banker magazine’s list of “25 Most Powerful Women in Banking.” New Director: Judy A Schmeling is the former Chief Operating Officer of HSN, Inc., an interactive multichannel retailer, and the former President of Cornerstone Brands, a division of HSN. She also currently serves on the Board of Directors of Constellation Brands, Inc. Ms Schmeling has over 20 years of experience of executive leadership in direct to consumer retail, and as a former Chief Financial Officer, has 35 years of experience in finance, M&A, strategic planning and investor relations. New Director: Allison M. Wing is the former Chief Marketing Lead Officer and Executive Vice President of Digital Channels at Ascena Retail Group, Inc. Ms. Wing designed and launched a comprehensive digital strategy at Ascena Retail Group after founding and leading a separate retail company. She has over 25 years of experience in marketing, digital engagement, and e-commerce in the retail sector. 16 FINANCE Cash and cash equivalents at the end of fiscal 2018 totaled $53.7 million. Long-term debt net of current maturities was $1.3 billion, and the debt-to-capital ratio was 50%. Casey’s has demonstrated a long history of consistent dividend growth with 18 straight years of annual dividend increases. At its June meeting, the Board of Directors increased the quarterly dividend to $0.29 per share, nearly a 12% increase. In fiscal 2018, the Company repurchased 2,441,600 shares of its common stock under its open market share repurchase program for approximately $264.8 million, or an average price of $108.46 per share. As of April 30, 2018, the Company had $35.2 million of total remaining share repurchases on its initial $300 million authorization. This remaining portion of the current authorization was completed in May 2018. In addition, the Board of Directors authorized a new $300 million share repurchase program effective through fiscal 2020. FISCAL 2019 CAPITAL EXPENDITURE BUDGET Acquisitions & New Store Construction Replacements $318 Million $33 Million Maintenance & Remodels $54 Million Transportation & Information Systems Total $61 Million $466 Million 17 EQUITY (IN MILLIONS) : 2016 $1,083.5 2017 $1,190.6 : : 2018 $1,271.1 LONG-TERM DEBT (IN MILLIONS) 2016: 2017: 2018: $822.9 $907.4 $1,291.7 INVESTOR INFORMATION COMMON STOCK Casey’s General Stores, Inc. common stock trades on the Nasdaq Global Select Market under the symbol CASY. The approximately 36.9 million shares of common stock outstanding at April 30, 2018 had a market value of approximately $3.6 billion. As of that same date, there were 1,675 shareholders of record. COMMON STOCK MARKET PRICES 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Calendar 2016 HIGH $ 123.75 131.52 136.22 126.49 LOW $ 98.80 105.17 115.07 110.45 Calendar 2017 HIGH $ 120.90 117.80 112.61 125.35 LOW $ 107.43 104.64 99.76 103.50 Calendar 2018 HIGH $ 128.51 LOW $ 105.45 On June 26, 2018, the last reported sales price of the Company’s common stock was $107.21 per share. On that same date, the market capitalization of the Company was approximately $3.9 billion. DIVIDENDS The Company began paying cash dividends during fiscal 1991. The dividends declared in fiscal 2018 totaled $1.04 per share. At its June 2018 meeting, the Board of Directors increased the quarterly dividend to $0.29 per share. The dividend is payable on August 15, 2018 to shareholders of record on August 1, 2018. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN This plan, introduced in the fall of 1998, gives holders of Casey’s General Stores, Inc. common stock a convenient and economical way of purchasing additional shares at market prices by reinvesting their dividends in full or in part. Stockholders may also take advantage of the cash payment option to purchase additional shares. Those wishing to enroll should contact the transfer agent and registrar: Computershare Trust Company, N.A. 250 Royall Street Canton, MA 02021 Telephone 781-575-2000 www.computershare.com INVESTOR INQUIRIES Current or prospective Casey’s General Stores, Inc. investors can receive annual reports, proxy statements, Forms 10-K and 10-Q, and earnings announcements at no cost by calling (515) 965-6100 or sending written requests to the following address: Investor Relations Casey’s General Stores, Inc. One SE Convenience Blvd. Ankeny, Iowa 50021 Corporate information is also available at www.caseys.com under the Press and Documents tab. Quarterly conference calls are broadcast live over the Internet via the Investor Relations Web page and made available in archived format. Broadcast times for the quarterly calls will be announced on the Web page and in corresponding press releases. FORWARD-LOOKING STATEMENTS This annual report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from future results expressed or implied by those statements. Casey’s disclaims any intention or obligation to update or revise forward-looking statements, whether as result of new information, future events or otherwise. 18 Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended April 30, 2018 Commission File Number 001-34700 CASEY’S GENERAL STORES, INC. (Exact name of registrant as specified in its charter) IOWA (State or other jurisdiction of incorporation or organization) 42-0935283 (I.R.S. Employer Identification Number) ONE SE CONVENIENCE BLVD., ANKENY, IOWA (Address of principal executive offices) 50021 (Zip Code) (515) 965-6100 (Registrant’s telephone number, including area code) Securities Registered pursuant to Section 12(b) of the Act COMMON STOCK (Title of Class) NASDAQ (Name of Exchange on which Registered) Securities Registered pursuant to Section 12(g) of the Act NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No • Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes • No x Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No x • Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No • 1 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. • Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act Large accelerated filer Non-accelerated filer Emerging growth company x • • Accelerated filer Smaller reporting company • • If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act • Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes • No x The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, 2017, was approximately $4.3 billion based on the closing sales price ($114.57 per share) as quoted on the NASDAQ Global Select Market. Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date. Class Common Stock, no par value per share Outstanding at June 20, 2018 36,593,575 shares DOCUMENTS INCORPORATED BY REFERENCE 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, 2018. 2 FORM 10-K TABLE OF CONTENTS PART I ITEM 1. Business ITEM 1A. Risk Factors ITEM 1B. Unresolved Staff Comments ITEM 2. Properties ITEM 3. Legal Proceedings ITEM 4. Mine Safety Disclosures PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities ITEM 6. Selected Financial Data ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk ITEM 8. Financial Statements and Supplementary Data ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ITEM 9A. Controls and Procedures ITEM 9B. Other Information PART III ITEM 10. Directors, Executive Officers and Corporate Governance ITEM 11. Executive Compensation ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ITEM 13. Certain Relationships and Related Transactions and Director Independence ITEM 14. Principal Accountant Fees and Services PART IV ITEM 15. Exhibits and Financial Statement Schedules Signatures 4 7 15 15 15 15 16 18 18 29 30 50 50 51 52 52 52 52 52 53 55 3 PART I ITEM 1. BUSINESS The Company Casey’s General Stores, Inc. (“Casey’s”) and its wholly-owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company” or “we”) operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as “Casey’s Store” or “Stores”) in 16 Midwestern states, primarily in Iowa, Missouri, and Illinois. The Company also operates two stores under the name "Tobacco City", selling primarily tobacco 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 products, health and beauty aids, automotive products, and other nonfood items. In addition, all but four offer fuel for sale on a self-service basis. Our fiscal year runs from May 1 through April 30 of each year. On April 30, 2018 there were a total of 2,073 stores in operation. There were 85 stores newly constructed in fiscal 2018. We closed 16 stores in fiscal 2018. We also acquired 26 additional stores in fiscal 2018; 20 of those stores were opened in fiscal 2018, and six will be opened during the 2019 fiscal year. Finally, we opened four acquisitions purchased in the prior year, and two replacements that were closed in prior year. Two distribution centers are in operation (in Ankeny, Iowa adjacent to our corporate headquarters and in Terre Haute, Indiana) from which grocery and general merchandise items are supplied to our stores. Casey’s, with executive offices at One SE Convenience Blvd., Ankeny, Iowa 50021-8045 (telephone 515-965-6100), was incorporated in Iowa in 1967. Approximately 57% 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. The Company competes on the basis of price as well as on the basis of traditional features of convenience store operations such as location, extended hours, product offerings, and quality of service. The Company’s internet address is www.caseys.com. Each year we make available through our website all of our SEC filings, including current reports on Form 8-K, quarterly reports on Form 10-Q, our annual report on Form 10-K, and amendments to those reports, free of charge as soon as reasonably practicable after they have been electronically filed with the Securities and Exchange Commission. Additionally, you can go to our website to read our Financial Code of Ethics, Corporate Governance Guidelines, Code of Conduct, and committee charters. We intend to post disclosure of any waivers to the Code of Conduct on our website. General We seek to meet the needs of residents of smaller towns by combining features of both general store and convenience store operations. Smaller communities often are not served by national-chain convenience stores. We have succeeded at operating Casey’s Stores in smaller towns by offering, at competitive prices, a broader selection of products than does a typical convenience store. We have also succeeded in meeting the needs of residents in larger communities with these offerings. We currently own most of our real estate, including substantially all of our stores, both distribution centers, the Services Company facility, and the Corporate Headquarters facility. The Company derives its revenue primarily from the retail sale of fuel and the products offered in our stores. Our sales historically have been strongest during the first and second fiscal quarters (May through October) relative to the third and fourth (November through April). In warmer weather, customers tend to purchase greater quantities of fuel and certain convenience items such as beer, isotonics, water, soft drinks, and ice. Corporate Subsidiaries Casey's Marketing Company (the "Marketing Company") and Casey's Services Company (the "Services Company") were organized as Iowa corporations in March 1995. Casey’s Retail Company was organized as an Iowa corporation in April 2004, CGS Sales Corp. was organized as an Iowa corporation in 2008, and Tobacco City, Inc. was organized as an Iowa corporation in 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. Casey’s Retail Company owns and operates stores in Illinois, Kansas, Minnesota, Nebraska, North Dakota, South Dakota and Michigan; it also holds the rights to the Company's trademarks, service marks, trade names, and other intellectual property. The Marketing Company owns and operates stores in Arkansas, Indiana, Iowa, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Wisconsin. The Marketing Company also has responsibility for all of our wholesale operations, including both distribution centers. The Services Company provides a variety of construction and transportation services for all stores. Prior to 4 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. Store Operations Products Offered Each Casey’s Store typically carries over 3,000 food and nonfood items. Many of the products offered are those generally found in a supermarket. The selection is generally limited to one or two well-known brands of each item stocked. Most of our staple food products are nationally advertised brands, and we also have an assortment of Casey's proprietary branded products. Stores sell regional brands of dairy and bakery products, and 1,794 (87%) of the stores offer beer. Our nonfood items include tobacco products, health and beauty aids, school supplies, housewares, pet supplies, and automotive products. All but four Casey’s Stores offer gasoline or diesel fuel for sale on a self-service basis. Gasoline and diesel fuel are sold under the Casey’s name. It is our policy to continually make additions to the Company’s product line, especially products with higher gross profit margins. As a result, we have added various prepared food items to our product line over the years, facilitated by the installation of snack centers, which now are in the majority of stores. The snack centers sell sandwiches, fountain drinks, and other items that have gross profit margins higher than those of general staple goods. As of April 30, 2018, the Company was selling donuts prepared on store premises in 2,061 (99%) of our stores in addition to cookies, brownies, and other bakery items. The Company installs donut-making equipment in all newly constructed stores. We began marketing made-from-scratch pizza in 1984, and it was available in 2,060 stores (99%) as of April 30, 2018. Although pizza is our most popular prepared food offering, we continue to expand our prepared food product line, which now includes ham and cheese sandwiches, pork and chicken fritters, sausage sandwiches, chicken tenders, pizza rolls, popcorn chicken, breakfast croissants and biscuits, breakfast pizza, hash browns, quarter-pound hamburgers and cheeseburgers, potato cheese bites and other seasonal items. 1,382 (67%) stores now offer made-to-order sub sandwiches. The growth in our proprietary prepared food program reflects management’s strategy to promote high-margin products that are compatible with convenience store operations. In the last three fiscal years, retail sales of nonfuel items have generated about 40% of our total revenue, but they have resulted in approximately 77% of our gross profit. Gross profit margins on prepared food items averaged approximately 62% during the three fiscal years ended April 30, 2018—substantially higher than the gross profit margin on retail sales of fuel, which averaged approximately 8%. Store Design Casey’s Stores are primarily freestanding and, with a few exceptions to accommodate local conditions, conform to standard construction specifications. The current larger store design measures 42 feet by 110 feet with approximately 2,200 square feet devoted to sales area, 550 square feet to kitchen space, 425 square feet to storage, and 2 large public restrooms. There is also a smaller store design that is generally designated for smaller communities that measures 39 feet by 86 feet, with approximately 1,500 square feet devoted to sales area with the remaining areas similar in size. Store lots have sufficient frontage and depth to permit adequate drive-in parking facilities on one or more sides of each store. Each new store typically includes 4 to 10 islands of fuel dispensers and storage tanks with capacity for 60,000 to 70,000 gallons of fuel. The merchandising display follows a standard layout designed to encourage a flow of customer traffic through all sections of every store. All stores are air-conditioned and have modern refrigeration equipment. Nearly all the store locations feature our bright red and yellow sign which displays Casey’s name and service mark. All Casey’s Stores remain open at least sixteen hours per day, seven days a week. Hours of operation may be adjusted on a store-by-store basis to accommodate customer traffic patterns. As of April 30, 2018, we operated approximately 663 stores on a 24-hour basis, and another 1,254 that have expanded hours. All stores maintain a bright, clean interior and provide prompt checkout service. Store Locations The Company traditionally has located its stores in smaller towns not served by national-chain convenience stores. Management believes that a Casey’s Store provides a service generally not otherwise available in small towns and that a convenience store in an area with limited population can be profitable if it stresses sales volume and competitive prices. Our store-site selection criteria emphasize the population of the immediate area and daily highway traffic volume. We can operate effectively at a highway location in a community with a population of as few as 400. 5 5 Fuel Operations Fuel sales are an important part of our revenue and earnings. Approximately 61% of Casey’s total revenue for the year ended April 30, 2018 was derived from the retail sale of fuel. The following table summarizes (dollars and gallons in thousands) fuel sales for the three fiscal years ended April 30, 2018: Number of gallons sold Total retail fuel sales Percentage of total revenue Percentage of revenue less cost of goods sold (excluding depreciation and amortization and credit card fees) Average retail price per gallon Average revenue less cost of goods sold per gallon (excluding depreciation and amortization and credit card fees) $ Average number of gallons sold per store* Year ended April 30, 2018 2,198,600 $ 5,145,988 2017 2,061,794 $ 4,414,128 2016 1,951,814 $ 4,214,802 61.3% 58.8% 7.9% 2.34 $ 8.6% 2.14 $ 18.50 ¢ 1,087 18.35 ¢ 1,053 59.2% 9.1% 2.16 19.55 ¢ 1,015 * Includes only those stores in operation at least one full year on April 30 of the fiscal year indicated. Retail prices of fuel during the year increased 9.3% from prior year. The total number of gallons we sold during this period increased, primarily because of the higher number of stores in operation and the continued benefit from our fuel saver programs. Percentage of revenue less cost of goods sold represents the fuel gross profit divided by the gross fuel sales dollars, so as retail fuel prices fluctuate in a period of consistent gross margin per gallon, the percentage will also fluctuate in an inverse relationship to fuel price. For additional information concerning the Company’s fuel operations, see Item 7 herein. Distribution and Wholesale Arrangements The Marketing Company supplies all stores with groceries, food, health and beauty aids, and general merchandise from the distribution centers. The stores place orders for merchandise electronically to our headquarters in Ankeny, and the orders are filled with weekly shipments in Company-owned delivery trucks from one of the distribution centers, depending on geographic proximity to the store. All of our existing and most of our proposed stores are within the two distribution centers' optimum efficiency range—a radius of approximately 500 miles around each center. In fiscal 2018, a majority of the food and nonfood items supplied to stores from the distribution centers were purchased directly from manufacturers. With few exceptions, long-term supply contracts are not entered into with the suppliers of products sold by Casey’s Stores. We believe the practice enables us to respond to changing market conditions with minimal impact on margins. Personnel On April 30, 2018, we had 17,917 full-time employees and 19,288 part-time employees. We have not experienced any work stoppages. There are no collective bargaining agreements between the Company and any of its employees. Competition Our business is highly competitive. Food, including prepared foods, and nonfood items similar or identical to those sold by the Company are generally available from various competitors in the communities served by Casey’s Stores. We believe our stores located in smaller towns compete principally with other local grocery and convenience stores, similar retail outlets, and, to a lesser extent, prepared food outlets, restaurants, and expanded fuel stations offering a more limited selection of grocery and food items for sale. Stores located in more heavily populated communities may compete with local and national grocery and drug store chains, quick serve restaurants, expanded fuel stations, supermarkets, discount food stores, and traditional convenience stores. Examples of convenience store chains competing in the larger towns served by Casey’s Stores include Quik Trip, Kwik Trip, Kum & Go, and other regional chains. Some of the Company’s competitors have greater financial and other resources than we do. These competitive factors are discussed further in Item 7 of this Form 10-K. 6 6 Trademarks and Service Marks The names "Casey’s" and “Casey’s General Store” and the marks consisting of the Casey’s design logos (with the words “Casey’s General Store”) and the weathervane are registered trademarks and service marks under federal law. We believe these marks are of material importance in promoting and advertising the Company’s business. The Company has a number of other registered and unregistered trademarks and service marks that are significant to the Company from an operational and branding perspective (e.g. "Casey’s Pizza", "Casey's Famous for Pizza", etc.). Government Regulation (dollars in thousands) The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground fuel storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection, and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required fuel inventory record keeping. Since 1984, our new stores have been equipped with noncorroding fiberglass USTs, including some with double-wall construction, overfill protection, and electronic tank monitoring. We currently have 4,697 USTs, 3,799 of which are fiberglass and 898 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. Additional regulations or amendments to the existing UST regulations could result in future expenditures. Several states in which we do business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. For the years ended April 30, 2018 and 2017, we spent approximately $1,255 and $1,323, respectively, for assessments and remediation. Substantially all of these expenditures were submitted for reimbursement from state-sponsored trust fund programs. As of April 30, 2018, approximately $21,987 has been received from such programs since inception. The payments are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws. None of the reimbursements received are currently expected to be repaid by the Company to the trust fund programs. At April 30, 2018, we had an accrued liability of approximately $260 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. We believe we have no material joint and several environmental liability with other parties. ITEM 1A. RISK FACTORS You should carefully consider the risks described in this report before making a decision to invest in our securities. If any of such risks actually occur, our business, financial condition, and/or results of operations could be materially adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of your investment. Risks Related to Our Industry The convenience store industry is highly competitive. The convenience store and retail fuel industries in which we operate are highly competitive and characterized by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores. We compete with many other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, club stores, fast food outlets, and mass merchants, and a variety of other retail companies, including retail gasoline companies that have more extensive retail outlets, greater brand name recognition and established fuel supply arrangements. Several non-traditional retailers such as supermarkets, club stores, and mass merchants have affected the convenience store industry by entering the retail fuel business. These non-traditional fuel retailers have obtained a significant share of the motor fuels market, and their market share is expected to grow. Certain of these non-traditional retailers may use more extensive promotional pricing or discounts, both at the fuel pump and in the store, to encourage in-store merchandise sales and gasoline sales. In some of our markets, our competitors have been in existence longer and have greater financial, marketing, and other resources than we do. As a result, our competitors may have a greater ability to bear the economic risks inherent in our industry, and may be able to respond better to changes in the economy and new opportunities within the industry. This intense competition could adversely affect our revenues and profitability, and have a material adverse impact on our business and results of operations. 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 7 7 could materially and adversely affect our fuel and merchandise sales and gross profit margins, and therefore could have a material adverse effect on our business, financial condition and results of operations. Our business and our reputation could be adversely affected by a data security incident or the failure to protect sensitive customer, employee or vendor data, or the failure to comply with applicable regulations relating to data security and privacy. In the normal course of our business as a retailer, 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. While we invest significant resources and have engaged professional advisers in the protection of such data and information, our IT systems, and incident response programs, and maintain what we believe are adequate security controls, a compromise or a breach in our systems, or other data security incident that results in the loss, unauthorized release, disclosure or acquisition of such data or information, or other sensitive data or information, could nonetheless occur and have a material adverse effect on our reputation, operating results and financial condition. 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 damage, monetary and other claims made by or on behalf of the payment card brands, customers, employees, shareholders, financial institutions and governmental agencies. Such claims could give rise to substantial monetary damages and losses which are not covered, or in some instances fully covered, by our insurance policies and which could adversely affect our reputation, results of operations, financial condition and liquidity. Moreover, a data security incident could require that we expend significant additional resources on mitigation efforts and to further upgrade the security and other measures that we employ to guard against, and respond to, such incidents. The volatility of wholesale petroleum costs could adversely affect our operating results. Our net income is significantly affected by changes in the margins we receive on our retail fuel sales. Over the past three fiscal years, on average our fuel revenues accounted for approximately 60% 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. Crude oil and domestic wholesale petroleum markets are marked by significant volatility. General political conditions, threatened or actual acts of war or terrorism, and instability or other changes in oil producing regions, particularly in the Middle East and South America, can significantly affect crude oil supplies and wholesale petroleum costs. In addition, the supply of fuel and wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, lack of capacity at United States oil refineries or, in our case, the absence of fuel contracts that guarantee an uninterrupted, unlimited supply of fuel. 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. Increases in the retail price of petroleum products have resulted and could in the future adversely affect consumer demand for fuel. This volatility makes it difficult to predict the impact that future wholesale cost fluctuations will have on our operating results and financial condition in future periods. These factors could adversely affect our fuel gallon volume, fuel revenue less cost of goods sold excluding depreciation and amortization, and overall customer traffic, which in turn would affect our sales of grocery and general merchandise and prepared food products. Any significant change in one or more of these factors could materially affect the number of fuel gallons sold, fuel revenue less cost of goods sold excluding depreciation and amortization and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations. Developments related to fuel efficiency, fuel conservation practices, climate change, and changing consumer preferences may decrease the demand for motor fuel. Technological advances and consumer behavior in reducing fuel use and governmental mandates to improve fuel efficiency could lessen the demand for our largest revenue product, petroleum-based motor fuel, which may have a material adverse effect on our business, financial condition, and results of operation. Changes in our climate, including the effects of greenhouse gas emissions in the environment, may lessen demand or lead to additional government regulation. In addition, a shift toward electric, hydrogen, natural gas or other alternative fuel-powered vehicles, including driverless motor vehicles, could fundamentally change the shopping and driving habits of our customers or lead to new forms of fueling destinations or new competitive pressure. Any of these outcomes could potentially result in fewer customer visits to our stores, decreases both in fuel and general merchandise sales revenue or lower profit margins, which could have a material adverse effect on our business, financial condition and results of operations. 8 8 Increased credit card expenses could increase operating expenses. A significant percentage of our sales are made with the use of credit cards. Since 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. These additional fees increase operating expenses. Higher operating expenses that result from higher credit card fees may decrease our overall profit and have a material adverse effect on our business, financial condition and results of operations. Total credit card fees paid in fiscal 2018, 2017, and 2016, were approximately $123 million, $110 million, and $100 million, respectively. Wholesale cost and tax increases relating to tobacco products could affect our operating results. Sales of tobacco products have averaged approximately 12% of our total revenue over the past three fiscal years, and our tobacco 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 costs or tax increases on tobacco products may have a materially adverse effect on unit demand for cigarettes. Currently, major cigarette 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 cigarettes. In the event these rebates are no longer offered or decreased, our wholesale cigarette costs will increase accordingly. In general, we attempt to pass price increases on to our customers. Due to competitive pressures in our markets, however, we may not always be able to do so. 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. Governmental action and campaigns to discourage smoking 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 products, and the FDA has enacted numerous regulations restricting the sale of such products. 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. Also, increasing regulations for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these types of products. Future consumer or other litigation could adversely affect our financial condition and results of operations. Our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections, including prepared food. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we may become a party to individual personal injury, bad fuel, product liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature, incidental to the operation of our business and immaterial in scope, if our assessment of any action or actions should prove inaccurate, our financial condition and results of operations could be adversely affected. Additionally, we are occasionally exposed to industry-wide or class-action claims arising from the products we carry, industry-specific business practices or other operational matters. Our defense costs and any resulting damage awards or settlement amounts may not be covered, or in some instances fully covered, by our insurance policies. 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 operations in a particular period or periods. General economic conditions that are largely out of the Company’s control may adversely affect the Company’s financial condition and results of operations. Current economic conditions, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products the Company sells in its stores. Unfavorable economic conditions, especially those affecting the agricultural industry, higher fuel prices, and unemployment levels can affect consumer confidence, spending patterns, and miles driven, and can cause customers to “trade down” to lower priced products in certain categories when these conditions exist. These factors can lead to sales declines in both fuel and general merchandise, and in turn have an adverse impact on our business, financial condition and results of operations. 9 9 Risks Related to Our Business Food-safety issues and food-borne illnesses, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, could adversely affect our business and reputation. Instances or reports, whether verified or not, of food-safety issues, such as food-borne illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, storage or preparation, 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 the Casey’s 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. In addition, customer preferences and store traffic could be adversely impacted by food-safety issues, health concerns or negative publicity about the consumption of our products, which could cause a decline in demand for those products and adversely impact our sales. Unfavorable weather conditions can adversely affect our business. All of our stores are located in the central region of the United States, which is susceptible to tornadoes, thunderstorms, extended periods of rain or unseasonably cold temperatures, flooding, ice storms, and heavy snow. Inclement weather conditions could damage our facilities or could have a significant impact on consumer behavior, travel, and convenience store traffic patterns as well as our ability to operate our locations. In addition, we typically generate higher revenues and gross margins during warmer weather months, which fall within our first and second fiscal quarters. When weather conditions are not favorable during a particular period, our operating results and cash flow from operations could be adversely affected. Any failure to anticipate and respond to changes in consumer preferences, or to introduce and promote innovative technology for customer interaction, could adversely affect our financial results. Our continued success depends on our ability to remain relevant with respect to consumer needs and wants, attitudes toward our industry and our customers’ preferences for ways of doing business with us, particularly with respect to digital engagement. We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, offer a favorable mix of products, and refine our approach as to how and where we market and sell our products. This risk is compounded by the increasing use of social and digital media by consumers and the speed by which information and opinions are shared. If we are unable to anticipate and respond to sudden challenges that we may face in the marketplace, trends in the market for our products and changing consumer demands and sentiment, it 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. The prices of "RINs" fluctuate widely. In certain states, we blend bulk fuel with ethanol and bio-diesel and sell the associated “renewable identification numbers” (“RINs”) that are generated in the process. The market prices paid to us for our RINs can fluctuate widely from period to period and can have a significant impact on our financial results for a particular period or periods. The market price for RINs fluctuates based on a variety of factors including, but not limited to, governmental and regulatory action, perceptions concerning the prospect for changes in the renewable fuels standards or the future availability of RINs, and other market dynamics. During the past three fiscal years, the average sale price has been $0.69 per RIN. Due to the inherent price volatility of RINs, there can be no assurance that we will be able to sell our RINs in the future at any particular price. Any significant decline in the market price of RINs could have a material adverse effect on our results of operations in a particular period or periods. We may not be able to identify, acquire, and integrate new stores, which could adversely affect our ability to grow our business. 10 10 An important part of our growth strategy has been to acquire other convenience stores that complement our existing stores or broaden our geographic presence. 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. Acquisitions involve risks that could cause our actual growth or operating results to differ materially from our expectations or the expectations of securities analysts. These risks include: • • • • • • • • • • 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 senior 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. We are subject to extensive governmental regulations. Our business is subject to extensive governmental laws and regulations that include but are not limited to those relating to environmental protection; the preparation, sale and labeling of food; minimum wage, overtime and other employment laws and regulations; compliance with the Patient Protection and Affordable Care Act and the Americans with Disabilities Act; legal restrictions on the sale of alcohol, tobacco, money order and lottery products; compliance with the Payment Card Industry Data Security Standards and similar requirements; compliance with the Federal Motor Carriers Safety Administration regulations; securities laws and Nasdaq listing standards. The costs of compliance with these laws and regulations is substantial, and a violation of or change in such laws and/or regulations could have a material adverse effect on our business, financial condition, and results of operations. Under various federal, state, and local laws, regulations, and ordinances, we may, as the owner/operator of our locations, be liable for the costs of removal or remediation of contamination at these or our former locations, whether or not we knew of, or were responsible for, the presence of such contamination. Failure to remediate such contamination properly may make us liable to third parties and adversely affect our ability to sell or lease such property. Compliance with existing and future environmental laws regulating underground storage tanks may require significant capital expenditures and increased operating and maintenance costs. The remediation costs and other costs required to clean up or treat contaminated sites could be substantial. We pay tank registration fees and other taxes to state trust funds established in our operating areas in support of future remediation obligations. These state trust funds are expected to pay or reimburse us for remediation expenses less a deductible. To the extent third parties do not pay for remediation as we anticipate, we will be obligated to make these payments, which could materially adversely affect our financial condition and results of operations. Reimbursements from state trust funds will be dependent on the maintenance and continued solvency of the various funds. In the future, we may incur substantial expenditures for remediation of contamination that has yet to be discovered at existing locations or at locations we may acquire. We cannot assure you that we have identified all environmental liabilities at all of our current and former locations; that material environmental conditions not known to us do not exist; that future laws, ordinances, or regulations will not impose material environmental liability on us; or that a material environmental condition does not otherwise exist at any one or more of our locations. In addition, failure to comply with any environmental laws, regulations, or ordinances or an increase in regulations could adversely affect our operating results and financial condition. State laws regulate the sale of alcohol, tobacco, and lottery 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 11 11 approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies. Any appreciable increase in income, overtime pay, or the statutory minimum salary requirements, minimum wage rate, mandatory scheduling laws (or scheduling notification laws), or the adoption of additional mandated healthcare benefits would result in an increase in our labor costs. Such cost increases or the penalties for failing to comply could adversely affect our business, financial condition, and results of operations. State or federal lawmakers or regulators may also enact new laws or regulations applicable to us that may have a material adverse and potentially disparate impact on our business. The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose to us potentially significant losses, costs or liabilities. We store motor fuel in storage tanks at our retail locations. Additionally, a significant portion of motor fuel is transported in our own trucks, instead of by third-party carriers. Our operations are subject to significant hazards and risks inherent in transporting and storing motor fuel. These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. As a result, any such event could have a material adverse effect on our business, financial condition and results of operations. Because we depend on our management’s and other employees’ experience and knowledge of our industry, we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team. We are dependent on the continued knowledge and efforts of our management team and other key employees. If, for any reason, our executives do not continue to be active in management, or we lose such persons, or other key employees, or we fail to identify and/or recruit for current or future positions of need, our business, financial condition or results of operations could be adversely affected. We also rely on our ability to recruit qualified drivers, store managers, supervisors, district managers, regional managers and other store personnel. Failure to continue to attract these individuals at reasonable compensation levels could have a material adverse effect on our business and results of operations. We rely on our information technology systems to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business. We depend on our information technology (IT) systems to manage numerous aspects of our business transactions and provide analytical information to management. Our IT systems are an essential component of our business and growth strategies, and a serious disruption to our IT systems could significantly limit our ability to manage and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of, or loss of access to, data and information, security breaches or other security incidents, and computer viruses or attacks. Any disruption could cause our business and competitive position to suffer and cause our operating results to be reduced. Also, our business continuity plan could fail. Control deficiencies could prevent us from accurately and timely reporting our financial results. 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 principles (“GAAP”). We have in the past and may in the future identify deficiencies in our internal control over financial reporting, including significant deficiencies and material weaknesses. Failure to identify and remediate deficiencies in our internal control over financial reporting in a timely manner could prevent us from accurately and timely reporting our financial results, which could cause us to fail to meet our reporting obligations, lead to a loss of investor confidence and have a negative impact on the trading price of our common stock. Our operations present hazards and risks which may not be fully covered by insurance, if insured. The scope and nature of our operations present a variety of operational hazards and risks that must be managed through continual oversight and control. As protection against hazards and risks, we maintain insurance against many, but not all, potential losses or liabilities arising from such risks. Uninsured losses and liabilities from operating risks could reduce the funds available to us for capital and investment spending and could have a material adverse impact on the results of operations in a particular period or periods. 12 12 Covenants in the agreements relating to our Senior Notes require us to meet financial maintenance tests. Failure to comply with these requirements could have a material impact to us. We are required to meet certain financial and non-financial covenants under our existing note agreements relating to our Senior Notes. A breach of any covenant could result in a default under the note agreements, which could, if not timely cured, permit lenders to declare all amounts outstanding to be immediately due and payable, and have an adverse effect on our business, financial condition, and results of operation. Compliance with and changes in tax laws could adversely affect our performance. We are subject to extensive tax liabilities imposed by multiple jurisdictions, including but not limited to income taxes, indirect taxes (excise, sales/use, and gross receipts taxes), payroll taxes, property taxes, and tobacco taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. The activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authorities. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. A significant disruption to our distribution network, to the capacity of the distribution centers, or timely receipt of inventory could adversely impact our sales or increase our transaction costs, which could have a material adverse effect on our business. We rely on our distribution and transportation network to provide products to our stores in a timely and cost-effective manner. Product is moved from vendor locations to the two distribution centers. Deliveries to our stores occur from the distribution center or directly from our vendors. Any disruption, unanticipated or unusual expense or operational failure related to this process could affect our store operations negatively. Shortages or interruptions in the supply of products could affect our operating results. We depend on regular deliveries of products that meet our specifications. In addition, we have a single supplier or limited number of suppliers for certain products. While we believe there are adequate reserve quantities and alternative suppliers, shortages or interruptions in the receipt of products caused by unanticipated demand, problems in production or distribution, financial or other difficulties of suppliers, inclement weather or other conditions could adversely affect the availability, quality and cost of products, and our operating results. We may experience difficulties implementing our new enterprise resource planning system. We are engaged in a phased implementation of a new enterprise resource planning (ERP) system, which will replace or enhance certain internal financial, operating and other systems that are critical to our business operations. The implementation of our ERP system has and will continue to require a significant investment of human and financial resources. While we have invested, and continue to invest, significant resources in planning and project management, significant implementation issues may arise during the course of implementing the ERP system, and it is possible that we may experience significant delays, increased costs and other difficulties that are not presently contemplated. Any significant disruptions, delays or deficiencies in the design and implementation of the ERP system could adversely affect our operations and negatively impact our business, results of operations and financial condition. We may experience difficulties implementing and realizing the results of our value creation plan. We are engaged in a multi-year implementation of a recently announced “value creation plan” for our business centered around three key initiatives - our fleet card program, digital engagement, and price optimization. While we have invested, and will continue to invest, significant resources in planning, development, project management and implementation of the plan, it is possible that we may experience significant delays, increased costs and other difficulties that are not presently contemplated. Further, the intended results of the plan may not be realized as anticipated. Any such issues could adversely affect our operations and negatively impact our business, results of operations and financial condition. Any issuance of shares of our common stock in the future could have a dilutive effect on your investment. Other Risks 13 13 We could issue additional shares for investment, acquisition, or other business purposes. Even if there is not an immediate need for capital, we may choose to issue securities to sell in public or private equity markets, if and when conditions are favorable. Raising funds by issuing securities would dilute the ownership interests of our existing shareholders. Additionally, certain types of equity securities we may issue in the future could have rights, preferences, or privileges senior to the rights of existing holders of our common stock. Iowa law and provisions in our charter documents may have the effect of preventing or hindering a change in control and adversely affecting the market price of our common stock. Our articles of incorporation give the Company’s board of directors the authority to issue up to one million shares of preferred stock and to determine the rights and preferences of the preferred stock without obtaining shareholder approval. The existence of this preferred stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest, or otherwise. Furthermore, this preferred stock could be issued with other rights, including economic rights, senior to our common stock, thereby having a potentially adverse effect on the market price of our common stock. Although the Company will begin a phased declassification of its board of directors over a three-year period starting with the Company’s 2019 annual shareholders’ meeting, its board of directors is currently staggered. Our staggered board, along with other provisions of our articles of incorporation and bylaws and Iowa corporate law, could make it more difficult for a third party to acquire us or remove our directors by means of a proxy contest, even if doing so would be beneficial to our shareholders. For example, Section 409.1110 of the Iowa Business Corporation Act prohibits publicly held Iowa corporations to which it applies from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder unless the business combination is approved in a prescribed manner. Further, Section 490.1108A of the Iowa Business Corporation Act permits a board of directors, in the context of a takeover proposal, to consider not only the effect of a proposed transaction on shareholders, but also on a corporation’s employees, suppliers, customers, creditors, and on the communities in which the corporation operates. These provisions could discourage others from bidding for our shares and could, as a result, reduce the likelihood of an increase in our stock price that would otherwise occur if a bidder sought to buy our stock. We may, in the future, adopt other measures (such as a shareholder rights plan or “poison pill”) that could have the effect of delaying, deferring, or preventing an unsolicited takeover, even if such a change in control were at a premium price or favored by a majority of unaffiliated shareholders. These measures may be adopted without any further vote or action by our shareholders. The market price for our common stock has been and may in the future be volatile, which could cause the value of your investment to decline. Securities markets worldwide experience significant price and volume fluctuations. This market volatility could significantly affect the market price of our common stock without regard to our operating performance. 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. The market price of our common stock will also be affected by our quarterly operating results and same store sales results, which may be expected to fluctuate. Some of the factors that may affect our quarterly results and same store sales include general, regional, and national economic conditions; competition; unexpected costs; changes in retail pricing, consumer trends, and the number of stores we open and/or close during any given period; costs of compliance with corporate governance and Sarbanes-Oxley requirements. Other factors are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations. You may not be able to resell your shares of our common stock at or above the price you pay. 14 14 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES We own our corporate headquarters (built in 1990) and both distribution centers. Located on an approximately 57-acre site in Ankeny, Iowa, our corporate headquarters, our first distribution center, and our vehicle service and maintenance center occupy a total of approximately 375,000 square feet. We also own a building near our corporate headquarters where our construction and support services departments operate. In February 2016, we opened our second distribution center, located in Terre Haute, Indiana. This second distribution center has approximately 300,000 square feet of warehouse space. On April 30, 2018, we also owned the land at 2,053 store locations and the buildings at 2,057 locations and leased the land at 20 locations and the buildings at 16 locations. Most of the leases provide for the payment of a fixed rent plus property taxes, insurance, and maintenance costs. Generally, the leases are for terms of ten to twenty years with options to renew for additional periods or options to purchase the leased premises at the end of the lease period. Additionally, the Company regularly has land held for development, land under construction for new stores, and land held for sale as a result of store closures. ITEM 3. LEGAL PROCEEDINGS The information required to be set forth under this heading is incorporated by reference from Note 10, Contingencies, to the Consolidated Financial Statements included in Part II, Item 8. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 15 15 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Casey’s common stock trades on the Nasdaq Global Select Market under the symbol CASY. The 36,874,322 shares of common stock outstanding at April 30, 2018 had a market value of approximately $3.6 billion. On that date there were 1,675 shareholders of record. Common Stock Market Prices High 123.75 $ 131.52 $ 136.22 $ 126.49 $ Low 98.80 105.17 115.07 110.45 $ $ $ $ Calendar 2017 Q1 Q2 Q3 Q4 High 120.90 $ 117.80 $ 112.61 $ 125.35 $ Low 107.43 104.64 99.76 103.50 $ $ $ $ Calendar 2018 Q1 High 128.51 $ Low 105.45 $ Calendar 2016 Q1 Q2 Q3 Q4 Dividends We began paying cash dividends during fiscal 1991.The dividends declared in fiscal 2018 totaled $1.04 per share. The dividends declared in fiscal 2017 totaled $0.96 per share. On June 8, 2018, the Board of Directors declared a quarterly dividend of $0.29 per share payable August 15, 2018 to shareholders of record on August 1, 2018. The Board typically reviews the dividend every year at its June meeting. The cash dividends declared during the calendar years 2016-18 were as follows: Calendar 2016 Q1 Q2 Q3 Q4 $ Cash dividend declared 0.220 0.240 0.240 0.240 0.940 Calendar 2017 Q1 Q2 Q3 Q4 $ Cash dividend declared 0.240 0.260 0.260 0.260 1.020 Calendar 2018 Q1 Q2 Cash dividend declared $ 0.260 0.290 Issuer Purchases of Equity Securities The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, 2018: Period Fourth Quarter: February 1-28, 2018 March 1-31, 2018 April 1-30, 2018 Total 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) (2) — $ 234,000 441,946 675,946 $ — 110.05 103.13 105.53 16 — $ 234,000 441,946 $ 106,520,460 380,769,522 335,189,697 675,946 $ 335,189,697 16 Table of Contents (1) (2) On March 6, 2017, the Company announced a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The authorization is valid for a period of two years. The timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. 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. 17 17 ITEM 6. SELECTED FINANCIAL DATA (In thousands, except per share amounts) Statement of Income Data Total revenue Cost of goods sold (exclusive of depreciation and amortization, shown separately below) Operating expenses Depreciation and amortization Interest, net Income before income taxes Federal and state income taxes Net income Basic earnings per common share Diluted earnings per common share Weighted average number of common shares outstanding—basic Weighted average number of common shares outstanding—diluted 2018 2017 2016 2015 2014 $ 8,391,124 $ 7,506,587 $ 7,122,086 $ 7,767,216 $ 7,840,255 Years ended April 30, 6,621,731 1,283,046 220,970 50,940 5,825,426 1,172,328 197,629 41,536 5,508,465 1,053,805 170,937 40,173 214,437 (103,466) 317,903 $ 8.41 $ 8.34 $ $ $ $ 269,668 92,183 177,485 $ 4.54 $ 4.48 $ 348,706 122,724 225,982 $ 5.79 $ 5.73 $ 6,327,431 6,618,239 960,424 156,111 41,225 282,025 101,397 180,628 $ 4.66 $ 4.62 $ 857,297 131,160 39,915 193,644 66,824 126,820 3.30 3.26 37,778 39,125 39,016 38,743 38,458 Dividends declared per common share $ 1.04 $ 0.96 $ 0.88 $ 0.80 $ Balance Sheet Data 38,132 39,579 39,422 39,104 38,868 0.72 Current assets Total assets Current liabilities Long-term debt, net of current maturities Shareholders’ equity $ 2018 389,934 3,463,021 527,598 1,291,725 1,271,141 As of April 30, 2017 350,685 $ 2016 325,885 $ 2015 305,260 $ $ 3,020,102 446,546 907,356 1,190,620 2,726,148 387,571 822,869 1,083,463 2,469,965 364,889 838,245 875,229 2014 389,558 2,304,876 390,889 853,642 703,264 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars and gallons in thousands, except per share amounts) Please read the following discussion of the Company’s financial condition and results of operations in conjunction with the selected historical consolidated financial data and consolidated financial statements and accompanying notes presented elsewhere in this Form 10-K. Overview The Company primarily operates convenience stores under the names "Casey's" and “Casey’s General Store” in 16 Midwestern states, primarily in Iowa, Missouri and Illinois. On April 30, 2018, there were a total of 2,073 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 products, health and beauty aids, automotive products and other non-food items. We derive our revenue from the retail sale of fuel and the products offered in our stores. 18 18 Approximately 57% 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. The Marketing Company operates two distribution centers, through which grocery and general merchandise, and prepared food items are supplied to our stores. One is adjacent to our Corporate Headquarters facility in Ankeny, Iowa. The other was opened in February 2016 in Terre Haute, Indiana. At April 30, 2018, the Company owned the land at 2,053 store locations and the buildings at 2,057 locations, and leased the land at 20 locations and the buildings at 16 locations. The Company’s business is seasonal, and generally the Company experiences higher sales and profitability during the first and second fiscal quarters (May- October), when customers tend to purchase greater quantities of fuel and certain convenience items such as beer, pop and ice. 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. Quarterly and Year-To-Date Summary Results During the fourth quarter of fiscal 2018, the Company earned $0.51 in diluted earnings per share compared to $0.76 per share for the same quarter a year ago. 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). The fourth quarter results reflected a 2.0% increase in same-store fuel gallons sold, with an average margin of approximately 16.3 cents per gallon (compared to a 0.5% decrease in same-store fuel gallons sold and an average margin of 17.2 cents per gallon last year). The Company’s fourth quarter fuel margin included the sale of approximately 14.8 million renewable fuel credits for $7.9 million (compared to 15.5 million credits sold last year for $7.1 million) . For the year, we sold 65.9 million renewable fuel credits for $47.5 million. In the prior year we sold 67.6 million credits for $52.2 million. For the fiscal year, same-store gallons increased 2.3% with an average margin of 18.5 cents per gallon. In the prior year, same-store gallons increased 2.1% with an average margin of 18.4 cents per gallon. The Company’s policy is to price to the competition, so the timing of retail price changes is primarily driven by local competitive conditions. Same store sales of grocery & other merchandise decreased 0.4% and prepared foods & fountain decreased 1.3% during the fourth quarter of fiscal 2018, as compared to the same period in the prior year. Company Initiatives The Company believes that reducing energy consumption where feasible is a sound long-term business strategy that reduces operating expenses. While individually and in aggregate the financial impact of these initiatives may not be material, implementing them throughout our operations is a part of our overall expense management. Below is a list of some of the energy initiatives the Company is currently undertaking: • All newly constructed stores use 100 percent high efficiency LED lighting. 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. For further information concerning the Company’s operating environment and certain conditions that may affect future performance, see the “Forward-looking Statements” at the end of this Item 7. Fiscal 2018 Compared with Fiscal 2017 Total revenue for fiscal 2018 increased 11.8% ($884,537) to $8,391,124, primarily due to a 9.3% increase in the price of fuel (which generated an additional $411,656) and number of fuel gallons sold (which generated an additional $320,204), and a $148,989 increase in inside sales (grocery & other merchandise and prepared food & fountain). Retail fuel sales for the fiscal year were $5,145,988, an increase of 16.6%. Fuel gallons sold increased 6.6% to 2.2 billion gallons. 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, 19 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 gross profit margin was 21.1% for fiscal 2018 compared with 22.4% for the prior year. The fuel margin decreased to 7.9% in fiscal 2018 from 8.6% in fiscal 2017 primarily due to rising retail fuel prices. The grocery & other merchandise margin 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 margin decreased to 61.0% from 62.3% during fiscal 2018, due mainly to increases in stales and more promotional activity. Operating expenses increased 9.4% ($110,718) in fiscal 2018 primarily due to an increase from stores built or acquired after April 30, 2016 ($55,443), and the expansion of our operating programs noted above ($14,153). The majority of all operating expenses are wages and related costs. Depreciation and amortization expense increased $23,341 (11.8%) to $220,970 in fiscal 2018 from $197,629 in fiscal 2017. The increase was due primarily to capital expenditures made in fiscal 2018 and fiscal 2017. The effective tax rate decreased to (48.3)% in fiscal 2018 from 34.2% in fiscal 2017. The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 30.4% (represents a blended rate as four months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings. See footnote 6 to the consolidated financial statements included herein for further discussion. Net income increased to $317,903 in fiscal 2018 from $177,485 in fiscal 2017. The increase was due to a combination of the adoption of the Tax Reform Act, an increase in the number of gallons sold, and slight increases in fuel margin and grocery margin. These were offset by a weaker agricultural economy, which has slowed the growth in customer traffic to stores, particularly inside the store combined with decreases in prepared food and fountain margins and unusual weather patterns compared to prior year . Fiscal 2017 Compared with Fiscal 2016 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). Retail fuel sales for the fiscal year were $4,414,128, an increase of 4.7%. Fuel gallons sold increased 5.6% to 2.1 billion gallons. 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). The majority of all operating expenses are wages and related costs. Depreciation and amortization expense increased 15.6% to $197,629 in fiscal 2017 from $170,937 in fiscal 2016. The increase was due primarily to capital expenditures made in fiscal 2017. 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 20 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. 21 COMPANY TOTAL REVENUE AND GROSS PROFIT BY CATEGORY Total revenue by category Fuel Grocery & other merchandise Prepared food & fountain Other Gross profit by category (1) Fuel Grocery & other merchandise Prepared food & fountain Other INDIVIDUAL STORE COMPARISONS (2) Average retail sales Average retail inside sales Average gross profit on inside items Average retail sales of fuel Average gross profit on fuel (3) Average operating income (4) Average number of gallons sold $ $ $ $ $ Years ended April 30, 2018 2017 2016 5,145,988 $ 2,184,147 1,005,621 55,368 8,391,124 $ 406,811 $ 693,576 613,736 55,270 1,769,393 $ 4,414,128 2,087,349 953,430 51,680 7,506,587 378,347 657,190 594,024 51,600 1,681,161 $ $ $ $ 4,214,802 1,974,073 880,713 52,498 7,122,086 381,659 629,234 550,292 52,436 1,613,621 Years ended April 30, 2018 2017 2016 4,150 $ 1,602 643 2,548 202 246 1,087 3,817 $ 1,561 633 2,256 194 233 1,053 3,704 1,505 618 2,199 202 280 1,015 (1) (2) (3) (4) 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. Individual store comparisons include only those stores that had been in operation for at least one full year and remained open on April 30 of the fiscal year indicated. Retail fuel profit margins have a substantial impact on our net income. Profit margins on fuel sales can be adversely affected by factors beyond our control, including oversupply in the retail fuel market, uncertainty or volatility in the wholesale fuel market, and price competition from other fuel marketers. Any substantial decrease in profit margins on retail fuel sales or the number of gallons sold could have a material adverse effect on our earnings. Average operating income represents retail sales less cost of goods sold and operating expenses attributable to a particular store; it excludes federal and state income taxes, and Company operating expenses not attributable to a particular store. 22 22 SAME STORE SALES GROWTH BY CATEGORY Fuel gallons (2) Grocery & other merchandise (1) (2) Prepared food & fountain (1) (2) Years ended April 30, 2018 2017 2016 2.3% 1.9% 1.7% 2.1% 2.9% 4.8% 3.0% 7.1% 8.4% (1) (2) The decline in same store sales growth for grocery & other merchandise and prepared food & fountain for 2018 as compared to 2017 was due primarily to a reduction in customer traffic from a generally weaker agricultural economy, increased competitor promotional activity, and unusual weather patterns as compared to prior year. The decline in all categories of same store sales growth for 2017 as compared to 2016 was largely attributed to a generally weaker agricultural economy, which slowed the growth in customer traffic to stores. The same store sales comparison includes aggregated individual store results for all stores open throughout both periods presented. When comparing quarterly data the store must be open for each entire quarter. When comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (less than a week) during the period being compared remain in the same store sales comparison. If a store is replaced, either at the same location (razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared as well. Use of Non-GAAP Measures We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges. Neither EBITDA nor Adjusted EBITDA are presented in accordance with GAAP. We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, and assessing store performance. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies. 23 23 The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months and years ended April 30, 2018 and 2017, respectively: Net income Interest, net Depreciation and amortization Federal and state income taxes EBITDA Loss on disposal of assets and impairment charges Adjusted EBITDA Three months ended Years ended April 30, 2018 April 30, 2017 April 30, 2018 $ $ $ 19,262 $ 13,119 57,402 (477) 89,306 $ 271 89,577 $ 30,078 $ 10,362 51,947 13,242 105,629 $ 1,488 107,117 $ 317,903 $ 50,940 220,970 (103,466) 486,347 $ 2,281 488,628 $ April 30, 2017 177,485 41,536 197,629 92,183 508,833 2,298 511,131 For the three months ended April 30, 2018, EBITDA and Adjusted EBITDA were down 15.5% and 16.4% respectively, when compared to the same period a year ago. The decrease was due primarily to slowing customer traffic due to challenges in the broader agricultural economy, weaker fuel margins, unusual weather patterns, lower prepared food & fountain margins, and increases in operating expenses. These reductions were partially offset by operating 95 more stores than the same period a year ago and increased fuel gallons sold. For the year ended April 30, 2018, EBITDA and Adjusted EBITDA were down 4.4% and 4.4% respectively. The decrease was due to slowing customer traffic due to challenges in the broader agricultural economy, lower prepared food and fountain margins, and increases in operating expenses. These reductions were partially offset by operating 95 more stores than the same period a year ago, increased fuel gallons sold, and slight increases in fuel margin and grocery and other merchandise margin. Critical Accounting Policies Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective judgments, often because of the need to estimate the effects of inherently uncertain factors. Inventory Inventories, which consist of merchandise and fuel, are stated at the lower of cost or market. For fuel, cost is determined through the use of the first-in, first-out (FIFO) method. For merchandise inventories, cost is determined through the use of the last-in, first-out (LIFO) method. Long-lived Assets The Company periodically monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent the carrying value of the assets exceeds their estimated fair value. The Company bases the estimated net realizable value of property and equipment on its experience in utilizing and/or disposing of similar assets and on estimates provided by its own and/or third-party real estate experts. Fair value is based on management’s estimate of the future cash flows to be generated and the amount that could be realized from the sale of assets in a current transaction between willing parties, which are considered Level 3 inputs (See Note 3 to the consolidated financial statements). The estimate is derived from offers, actual sale or disposition of assets subsequent to year-end, and other indications of fair value. In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store- by-store basis. The Company recorded impairment charges of $507 in fiscal 2018, $705 in fiscal 2017, and $1,625 in fiscal 2016, a portion of which was related to replacement store and acquisition activities. Impairment charges are a component of operating expenses. Self-insurance We are primarily self-insured for employee healthcare, workers’ compensation, general liability, and automobile claims. The self-insurance claim liability for workers’ compensation, general liability, and automobile claims is determined actuarially at each year end based on claims filed and an estimate of claims incurred but not yet reported. Actuarial projections of the losses are employed due to the potential of variability in the liability estimates. Some factors affecting the uncertainty of claims include the development time frame, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends. The liability is not discounted. The balances of our self-insurance reserves were $39,777 and $37,984 for the years ended April 30, 2018 and 2017, respectively. 24 24 Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. 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. The Company has adopted the new standard using the modified retrospective method beginning May 1, 2018. 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 three month period ended July 31, 2018. The Company expects the future rollout of its new digital program to be impacted by the standard, however, there will not be a change from our current accounting policies since the Company currently does not have a loyalty program. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. 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. Liquidity and Capital Resources Due to the nature of our business, cash provided by operations is our primary source of liquidity. We finance our inventory purchases primarily from normal trade credit aided by relatively rapid inventory turnover. This turnover allows us to conduct operations without large amounts of cash and working capital. As of April 30, 2018, the Company’s ratio of current assets to current liabilities was 0.78 to 1. The ratio at April 30, 2017 and at April 30, 2016 was 0.82 to 1 and 0.84 to 1, respectively. We believe our current $150,000 bank line of credit, together with the current cash and cash equivalents and the future cash flow from operations, will be sufficient to satisfy the working capital needs of our business. Net cash provided by operating activities decreased $39,476 (8.6%) in the year ended April 30, 2018, primarily due to lower net income (excluding reductions in deferred tax liabilities), and increases in inventory and income tax receivable, partially offset by increases in accounts payable and accrued expenses. Cash used in investing activities in the year ended April 30, 2018 increased $154,610 (34.0%) primarily due to the increased level of acquisitions and new store construction. Cash flows provided by financing activities increased $170,106, primarily due to proceeds from issuance of long-term debt in fiscal 2018, offset by repurchases of common stock. Capital expenditures represent the single largest use of Company funds. We believe that by reinvesting in stores, we will be better able to respond to competitive challenges and increase operating efficiencies. During fiscal 2018, we expended $614,581 for property and equipment, primarily for construction, acquisition, and remodeling of stores compared with $458,865 in the prior year. In fiscal 2019, we anticipate expending $466,000, primarily from existing cash, funds generated by operations, and long-term debt proceeds for our construction and acquisition of stores. At April 30, 2018, the Company had a bank line of credit arrangement consisting of a Promissory Note (the "Note"), in the principal amount of $150,000. The Note bears interest at a variable rate subject to change from time to time based on 25 25 changes in an independent index referred to in the Note as the Federal Funds Offered Rate (the “Index”). The interest rate to be applied to the unpaid principal balance of the Note was at a rate of 1.0% over the Index. There was a $39,600 balance owed on the Note at April 30, 2018 and $900 at April 30, 2017. The line of credit is due upon demand. As of April 30, 2018, we had long-term debt, net of current maturities, of $1,291,725 consisting of $569,000 in principal amount of 5.22% Senior notes, $15,000 in principal amount of 5.72% Senior notes, Series A and B; $150,000 in principal amount of 3.67% Senior Notes, Series A, $50,000 in principal amount of 3.75% Senior Notes, Series B, $50,000 in principal amount of 3.65% Senior Notes, Series C, $50,000 in principal amount of 3.72% Senior Notes, Series D, $150,000 in principal amount of 3.51% Senior Notes, Series E, $250,000 in principal amount of 3.77% Senior Notes, Series F, and $7,725 of capital lease obligations. Interest on the 5.22% Senior notes is payable on the 9th day of each February and August. Principal on the 5.22% Senior notes is payable in full on August 9, 2020. We may prepay the 5.22% notes in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the Note Agreement dated August 9, 2010 between the Company and the purchasers of the 5.22% Senior notes. Interest on the 5.72% Senior notes Series A and Series B is payable on the 30th day of each March and September. Principal on the Senior notes Series A and Series B is payable in various installments beginning September 30, 2012 and continuing through March 2020. We may prepay the 5.72% Senior notes Series A and Series B in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the Note Agreement dated September 29, 2006 between the Company and the purchasers of the 5.72% Senior notes Series A and Series B. Interest on the 3.67% Senior notes Series A and 3.75% Series B is payable on the 17th day of each June and December. Principal on the Senior notes Series A and Series B is payable in various installments beginning June 17, 2022 (Series A) and December 17, 2022 (Series B) through December 2028. We may prepay the 3.67% and 3.75% Senior notes in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the Note Agreement dated June 17, 2013, between the Company and the purchasers of the Senior notes Series A and Series B. Interest on the 3.65% Senior notes Series C is payable on the 2nd day of each May and November, while the interest on the 3.72% Senior notes Series D is payable on the 28th day of each April and October. Principal on the Senior notes Series C and Series D is payable in various installments beginning May 2, 2025 (Series C) and October 28, 2025 (Series D) through October 2031. We may prepay the 3.65% and 3.72% Senior notes in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the Note Agreement dated May 2, 2016, between the Company and the purchasers of the Senior notes Series C and Series D. Interest on the 3.51% Senior notes Series E is payable on the 13th day of each June and December, while the interest on the 3.77% Senior notes Series F is payable on the 22nd day of each February and August. Principal on the Senior notes Series E and Series F is payable in full on June 13, 2025 (Series E) and August 22, 2028 (Series F), respectively. We may prepay the 3.51% and 3.77% Senior notes in whole or in part at any time in an amount of not less than $2,000 at a redemption price calculated in accordance with the Note Agreement dated June 13, 2017, between the Company and the purchasers of the Senior notes Series E and Series F. To date, we have funded capital expenditures primarily through funds generated from operations, the proceeds of the sale of common stock, issuance of debt, and existing cash. Future capital required to finance operations, improvements, and the anticipated growth in the number of stores is expected to come from cash generated by operations, the bank line of credit, and additional long-term debt or other securities as circumstances may dictate. We do not expect such capital needs to adversely affect liquidity. 26 26 The table below presents our significant contractual obligations, including interest, at April 30, 2018: Contractual obligations Payments due by period Senior notes Capital lease obligations Operating lease obligations Unrecognized tax benefits Deferred compensation Total Total $ 1,558,310 13,574 3,383 6,421 17,003 $ 1,598,691 $ $ Less than 1 year 1-3 years 3-5 years More than 5 years 71,958 824 1,053 — — 73,835 $ $ 671,367 1,655 1,163 — — 674,185 $ $ 70,963 1,642 412 — — 73,017 $ $ 744,022 9,453 755 — — 754,230 Unrecognized tax benefits relate to uncertain tax positions and since we are not able to reasonably estimate the timing of the payments or the amount by which the liability will increase or decrease over time, the related balances have not been reflected in the above “Payments due by period” table. At April 30, 2018, the Company had a total of $6,421 in gross unrecognized tax benefits. Of this amount, $5,095 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $191 as of April 30, 2018. Interest and penalties related to income taxes are classified as income tax expense in our consolidated financial statements. The federal statute of limitations remains open for the tax years 2012 and forward. Tax years 2012 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state. A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. The IRS is currently examining tax year 2012. The Company has no other ongoing federal or state income tax examinations. At this time, management believes it is reasonably possible the aggregate amount of unrecognized tax benefits will decrease by $1,300 within the next 12 months. This expected decrease is due to the expiration of statute of limitations related to certain federal and state income tax filing positions. Included in long-term liabilities on our consolidated balance sheet at April 30, 2018, was a $15,928 obligation for deferred compensation. As the specific payment dates for the deferred compensation are unknown due to the unknown retirement dates of many of the participants, the related balances have not been reflected in the above “Payments due by period” table. However, known payments of $5,368 will be due during the next 5 years. At April 30, 2018, we were partially self-insured for workers’ compensation claims in all 16 states of our marketing territory; we also were partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits equal to or exceeding approximately $1,000. To facilitate this agreement, letters of credit approximating $21,118 and $21,126, respectively, were issued and outstanding at April 30, 2018 and 2017, on the insurance company’s behalf. We renew the letters of credit on an annual basis. Forward-looking Statements This Form 10-K contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Forward-looking statements represent our expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends, and (iii) any statements regarding the sufficiency of the Company’s cash balances and cash generated from operations and financing activities for the Company’s future liquidity and capital resource needs. The words believe, expect, anticipate, intend, estimate, project and similar expressions are intended to identify forward-looking statements. We caution you that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including without limitations the factors described in this Form 10-K. We ask you not to place undue reliance on such forward-looking statements because they speak only of our views as of the statement dates. Although we have attempted to list the important factors that presently affect the Company’s business and operating results, we further caution you that other factors may in the future prove to be important in affecting the Company’s 27 27 results of operations. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the Company’s actual results to differ materially from those contemplated in any forward- looking statements include, among others, the following: Competition Our business is highly competitive and marked by ease of entry and constant change in terms of the numbers and types of retailers offering the products and services found in stores. Many of the food (including prepared foods) and nonfood items similar or identical to those we sell are generally available from a variety of competitors in the communities served by our stores, and we compete with other convenience store chains, gasoline stations, supermarkets, drug stores, discount stores, club stores, mass merchants, and quick serve restaurants (with respect to the sale of prepared foods). Sales of nonfuel items (particularly prepared food items) have contributed substantially to our gross profit on retail sales in recent years. Fuel sales are also intensely competitive. We compete for fuel sales with both independent and national brand gasoline stations, other convenience store chains, and several nontraditional fuel retailers such as supermarkets in specific markets. Some of these other fuel retailers may have access to more favorable arrangements for fuel supply than we do or the firms that supply our stores. Some of our competitors have greater financial, marketing, and other resources than we have and therefore may be able to respond better to changes in the economy and new opportunities within the industry. Fuel Operations Fuel sales are an important part of our revenue and earnings, and retail fuel profit margins have a substantial impact on our net income. Profit margins on fuel sales can be adversely affected by factors beyond our control, including the supply of fuel available in the retail fuel market, uncertainty or volatility in the wholesale fuel market, increases in wholesale fuel costs generally during a period, and price competition from other fuel marketers. The market for crude oil and domestic wholesale petroleum products is marked by significant volatility and is affected by general political conditions and instability in oil producing regions such as the Middle East and South America. The volatility of the wholesale fuel market makes it extremely difficult to predict the impact of future wholesale cost fluctuation on our operating results and financial conditions. These factors could materially affect our fuel gallon volume, fuel gross profit, and overall customer traffic levels at stores. Any substantial decrease in profit margins on fuel sales or in the number of gallons sold by stores could have a material adverse effect on our earnings. Fuel is purchased from a variety of independent national and regional petroleum distributors at current daily prices at the rack in which the fuel is loaded onto tanker trucks. While annual purchase agreements exist with a few distributors, those agreements primarily specify purchasing volumes that must be maintained to be eligible for certain discounts. We typically sell the fuel before the vendor is paid as a result of our short fuel inventory turnover rate. Any substantial change in the payment terms required by fuel vendors could impact the amount of cash and working capital we would need to conduct operations. Although in recent years suppliers have not experienced any difficulties in obtaining sufficient amounts of fuel to meet our needs, unanticipated national and international events could result in a reduction of fuel supplies available for distribution. Any substantial curtailment in our fuel supply could reduce fuel sales. Further, we believe a significant amount of our business results from the patronage of customers primarily desiring to purchase fuel; accordingly, reduced fuel supplies could adversely affect the sale of nonfuel items. Such factors could have a material adverse effect on our earnings and operations. Tobacco Products Sales of tobacco products represent a significant portion of our revenues. Significant increases in wholesale cigarette costs and tax increases on tobacco products as well as national and local campaigns to further regulate and discourage smoking in the United States have had and are expected to continue having an adverse effect on the demand for tobacco products sold in our stores. We attempt to pass price increases on to our customers, but competitive pressures in specific markets may prevent us from doing so. These factors could materially impact the retail price of tobacco products, the gross profit obtained from the tobacco category, the volume of cigarettes and other tobacco products sold by stores, and overall customer traffic, and have a material adverse effect on the Company’s earnings and profits. 28 Environmental Compliance Costs The United States Environmental Protection Agency and several of the states in which we do business have adopted laws and regulations relating to underground storage tanks used for petroleum products. In the past, we have incurred substantial costs to comply with such regulations, and additional substantial costs may be necessary in the future. Several states in which we do business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs. Any reimbursements received in respect to such costs typically are subject to statutory provisions requiring repayment of the reimbursed funds for any future noncompliance with upgrade provisions or other applicable laws. Although we regularly accrue expenses for the estimated costs related to future corrective action or remediation efforts, there can be no assurance that the accrued amounts will be sufficient to pay such costs or that we have identified all environmental liabilities at all of our current store locations. In addition, there can be no assurance that we will not incur substantial expenditures in the future for remediation of contamination or related claims that have not been discovered or asserted, with respect to existing store locations or locations that we may acquire in the future, that we will not be subject to any claims for reimbursement of funds disbursed to us under the various state programs, and/or that additional regulations or amendments to existing regulations will not require additional expenditures beyond those presently anticipated. Seasonality of Sales Company sales generally are strongest during its first two fiscal quarters (May– October) relative to the third and fourth fiscal quarters (November– April). In the warmer months, customers tend to purchase greater quantities of fuel and certain convenience items such as beer, pop, and ice. Difficult weather conditions (such as flooding, prolonged rain or periods of unseasonably cold weather, or snowstorms) in any quarter, however, may adversely reduce sales at affected stores and may have an adverse impact on our earnings for that period. Other Factors Other factors and risks that may cause actual results to differ materially from those in the forward-looking statements include the risk that our cash balances and cash generated from operations and financing activities will not be sufficient for our future liquidity and capital resource needs, tax increases, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, and weather conditions; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self-tender offer; and the other risks and uncertainties included from time to time in our filings with the SEC. We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations. Please see Item 1A of this Form 10-K, entitled “Risk Factors,” for further information on these and other factors that may affect our business and financial results. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations. We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer. Our first priority is to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk. We 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 appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of April 30, 2018, would have no material effect on pretax earnings. We do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These are not accounted for as derivatives under the normal purchase and normal sale exclusions under the applicable guidance. 29 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Casey’s General Stores, Inc.: Opinions on 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, 2018 and 2017, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2018, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of April 30, 2018, 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 referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended April 30, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether 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 of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 30 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP We have served as the Company’s auditor since 1987. Des Moines, Iowa June 29, 2018 31 CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) Assets Current assets Cash and cash equivalents Receivables Inventories Prepaid expenses Income taxes receivable Total current assets Property and equipment, at cost Land Buildings and leasehold improvements Machinery and equipment Leasehold interest in property and equipment Construction in process Less accumulated depreciation and amortization Net property and equipment Other assets, net of amortization Goodwill Total assets Liabilities and Shareholders’ Equity Current liabilities Notes payable to bank Current maturities of long-term debt Accounts payable Accrued expenses Wages and related taxes Property taxes Insurance accruals Other Total current liabilities Long-term debt, net of current maturities Deferred income taxes Deferred compensation Insurance accruals, net of current portion Other long-term liabilities Total liabilities Commitments and contingencies Shareholders’ equity April 30, 2018 2017 $ 53,679 $ 45,045 241,668 5,766 50,682 396,840 729,965 1,620,218 2,093,878 13,690 56,346 4,514,097 1,611,177 2,902,920 29,909 140,258 76,717 43,244 201,644 9,179 19,901 350,685 637,161 1,418,709 1,901,503 14,683 37,574 4,009,630 1,496,472 2,513,158 23,453 132,806 $ 3,469,927 $ 3,020,102 $ 39,600 $ 15,374 321,419 27,704 29,117 20,029 54,607 507,850 1,291,725 341,946 15,928 19,748 21,589 900 15,421 293,903 25,010 26,721 18,816 46,607 427,378 907,356 440,124 15,784 19,168 19,672 2,198,786 1,829,482 Preferred stock, no par value, none issued Common stock, no par value, 36,874,322 and 38,765,821 shares issued and outstanding at April 30, 2018 and 2017, respectively — — Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity See accompanying Notes to Consolidated Financial Statements. 1,271,141 1,271,141 3,469,927 $ $ — 40,074 1,150,546 1,190,620 3,020,102 32 CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Total revenue Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a) Operating expenses Depreciation and amortization Interest, net Income before income taxes Federal and state income taxes Net income Net income per common share Basic Diluted Dividends declared per share (a) Includes excise taxes of approximately: See accompanying Notes to Consolidated Financial Statements. Years ended April 30, 2018 2017 2016 $ 8,391,124 $ 7,506,587 $ 7,122,086 6,621,731 1,283,046 220,970 50,940 214,437 (103,466) 317,903 8.41 8.34 1.04 919,000 $ $ $ $ $ 5,825,426 1,172,328 197,629 41,536 269,668 92,183 177,485 4.54 4.48 0.96 866,000 $ $ $ $ $ 5,508,465 1,053,805 170,937 40,173 348,706 122,724 225,982 5.79 5.73 0.88 818,000 $ $ $ $ $ 33 33 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except per share and share amounts) Shares Outstanding Common stock Retained earnings Shareholders' Equity Balance at April 30, 2015 Net income Dividends declared ($.88 per share) Exercise of stock options Issuance of common stock Tax benefits related to nonqualified stock options Stock-based compensation Balance at April 30, 2016 Net income Dividends declared ($.96 per share) Exercise of stock options Issuance of common stock Repurchase of common stock Stock-based compensation Balance at April 30, 2017 Net income Dividends declared ($1.04 per share) Exercise of stock options Repurchase of common stock Stock-based compensation Balance at April 30, 2018 See accompanying Notes to Consolidated Financial Statements. 38,886,165 $ 56,274 — — 108,100 32,717 — 28,588 39,055,570 $ — — — — 3,717 2,762 2,702 7,413 72,868 — — 69,150 28,138 (443,800) 56,763 38,765,821 $ 2,357 3,526 (49,374) 10,697 40,074 — — — — 40,377 (1,997,800) 65,924 36,874,322 $ 1,377 (57,186) 15,735 — $ 818,955 $ 225,982 (34,342) — — — 875,229 225,982 (34,342) 3,717 2,762 2,702 — — 177,485 (37,534) — — 7,413 $1,010,595 $ 1,083,463 177,485 (37,534) 2,357 3,526 (49,374) 10,697 $1,150,546 $ 1,190,620 317,903 (39,060) 1,377 (215,434) 15,735 $1,271,141 $ 1,271,141 317,903 (39,060) — (158,248) — — 34 34 CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Stock-based compensation Loss on disposal of assets and impairment charges Deferred income taxes Changes in assets and liabilities: Receivables Inventories Prepaid expenses Accounts payable Accrued expenses Income taxes Other, net Net cash provided by operating activities Cash flows from investing activities Purchase of property and equipment Payments for acquisitions of businesses, net of cash acquired Proceeds from sales of property and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from long-term debt Repayments of long-term debt Net borrowings of short-term debt Proceeds from exercise of stock options Payments of cash dividends Repurchase of common stock Tax withholdings on employee share-based awards Net cash provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Cash paid during the year for interest, net of amount capitalized Cash paid for income taxes, net Noncash investing and financing activities Purchased property and equipment in accounts payable Shares repurchased in accounts payable See accompanying Notes to Consolidated Financial Statements. Years ended April 30, 2018 2017 2016 $ 317,903 $ 177,485 $ 225,982 220,970 18,800 2,281 (98,178) (1,801) (38,406) 3,413 14,751 15,967 (30,053) (5,850) 419,797 (577,421) (37,160) 5,246 (609,335) 400,000 (15,688) 38,700 1,377 (38,780) (214,683) (4,426) 166,500 (23,038) 76,717 53,679 $ 197,629 10,697 2,298 45,190 (15,543) 4,400 (6,171) 40,332 14,780 (6,226) (5,598) 459,273 (433,392) (25,473) 4,140 (454,725) 100,000 (15,399) 900 2,357 (36,758) (47,893) (6,813) (3,606) 942 75,775 76,717 $ 48,757 $ 24,274 41,268 $ 52,961 12,014 2,232 10,883 1,481 170,937 7,413 837 55,492 (5,092) (7,390) (983) 3,011 14,983 7,064 132 472,386 (392,839) (7,263) 5,134 (394,968) — (15,399) — 3,717 (33,527) — (4,975) (50,184) 27,234 48,541 75,775 40,401 60,049 11,619 — $ $ 35 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts) 1. SIGNIFICANT ACCOUNTING POLICIES Operations Casey’s General Stores, Inc. and its subsidiaries (the Company/Casey’s) operate 2,073 convenience stores in 16 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail sales in 2018 by category are as follows: 61% fuel, 27% grocery & other merchandise, and 12% prepared food & fountain. The Company’s products are readily available, and the Company is generally not dependent on a single supplier or only a few suppliers. Principles of consolidation The consolidated financial statements include the financial statements of Casey’s General Stores, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash equivalents We consider all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents. Included in cash equivalents are money market funds and credit card, debit card and electronic benefits transfer transactions that process within three days. Inventories Inventories, which consist of merchandise and fuel, are stated at the lower of cost or market. For fuel, cost is determined through the use of the first-in, first-out (FIFO) method. For merchandise inventories, cost is determined through the use of the last-in, first-out (LIFO) method. The excess of replacement cost over the stated LIFO value was $73,494 and $65,593 at April 30, 2018 and 2017, respectively. There were no material LIFO liquidations during the periods presented. Below is a summary of the inventory values at April 30, 2018 and 2017: Fuel Merchandise Total inventory Fiscal 2018 Fiscal 2017 $ $ 75,817 $ 165,851 241,668 $ 60,833 140,811 201,644 The Company often receives vendor allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor allowances include rebates and other funds received from vendors to promote their products.Vendor rebates in the form of rack display allowances (RDAs) are funds that we receive from various vendors for allocating certain shelf space to carry their specific products or to introduce new products in our stores for a particular period of time. The RDAs are treated as a reduction in cost of goods sold and are recognized ratably over the period covered by the applicable rebate agreement. These funds do not represent reimbursements of specific, incremental, or identifiable costs incurred by us in selling the vendor’s products. Vendor rebates in the form of billbacks are treated as a reduction in cost of goods sold and are recognized at the time the rebate is earned per the contract. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense. Renewable Identification Numbers (RINs) are recorded as a reduction in cost of goods sold in the period when the Company commits to a price and agrees to sell all of the RINs earned during a specified period. The Company includes in cost of goods sold the costs incurred to acquire fuel and merchandise, including excise taxes, less vendor allowances and rebates and RINs. The Company does not record an asset on the balance sheet related to RINs that have not been validated and contracted. Goodwill Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of April 30, 2018 and 2017, there was $140,258 and $132,806 of goodwill, respectively. Management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment for the years ended April 30, 2018, 2017, and 2016. 36 36 Depreciation and amortization Depreciation of property and equipment and amortization of capital lease assets are computed principally by the straight-line method over the following estimated useful lives: Buildings Machinery and equipment Leasehold interest in property and equipment Leasehold improvements 25-40 years 5-30 years Lesser of term of lease or life of asset Lesser of term of lease or life of asset The Company monitors stores and will accelerate depreciation if the expected life of the asset is reduced due to the expected remaining operation of the store or the Company’s plans. Construction in process is reported at cost and not subject to depreciation until placed in service. Store closings and asset impairment The Company writes down property and equipment of stores it is closing to estimated net realizable value at the time management commits to a plan to close such stores and begins active marketing of the stores. The Company bases the estimated net realizable value of property and equipment on its experience in utilizing and/or disposing of similar assets and on estimates provided by its own and/or third-party real estate experts. The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value. Fair value is based on management’s estimate of the price that would be received to sell an asset in an orderly transaction between market participants. The estimate is derived from offers, actual sale or disposition of assets subsequent to year-end, and other indications of fair value, which are considered Level 3 inputs (See Note 3). In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis. The Company incurred impairment charges of $507 in fiscal 2018, $705 in fiscal 2017, and $1,625 in fiscal 2016. Impairment charges are a component of operating expenses. Excise taxes Excise taxes approximating $919,000, $866,000, and $818,000 on retail fuel sales are included in total revenue and cost of goods sold for fiscal 2018, 2017, and 2016, respectively. Income taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Revenue recognition The Company recognizes retail sales of fuel, grocery & other merchandise, prepared food & fountain, and commissions on lottery, prepaid phone cards, and video rentals at the time of the sale to the customer. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the consolidated financial statements. Net income per common share Basic earnings per share have been computed by dividing net income by the weighted average shares outstanding during each of the years. Unvested shares under equity awards are treated as common shares within the basic earnings per share calculation when an employee has met certain requirements in the award agreement. For example, if retirement provisions are satisfied which allow an employee to avoid forfeiture of the award upon a normal retirement from the Company. The calculation of diluted earnings per share treats stock options as potential common shares to the extent they are dilutive. The diluted earnings per share calculation does not take into effect any shares that have not met performance or market conditions as of the reporting period. Asset retirement obligations The Company recognizes the estimated future cost to remove underground storage tanks over the estimated useful life of the storage tank. The Company records a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. The Company amortizes the amount added to other assets and recognizes accretion 37 37 expense in connection with the discounted liability over the remaining life of the tank. The estimates of the anticipated future costs for removal of an underground storage tank are based on our prior experience with removal. Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, we expect the dollar amount of these obligations to change as more information is obtained. There were no material changes in our asset retirement obligation estimates during fiscal 2018. The recorded asset for asset retirement obligations was $11,280 and $10,421 at April 30, 2018 and 2017, respectively, and is recorded in other assets, net of amortization. The discounted liability was $17,087 and $15,899 at April 30, 2018 and 2017, respectively, and is recorded in other long-term liabilities. Self-insurance The Company is primarily self-insured for employee healthcare, workers’ compensation, general liability, and automobile claims. The self-insurance claim liability for workers’ compensation, general liability, and automobile claims is determined actuarially at each year end based on claims filed and an estimate of claims incurred but not yet reported. Actuarial projections of the losses are employed due to the potential of variability in the liability estimates. Some factors affecting the uncertainty of claims include the development time frame, settlement patterns, litigation and adjudication direction, and medical treatment and cost trends. The liability is not discounted. The balance of our self-insurance reserves were $39,777 and $37,984 for the years ended April 30, 2018 and 2017, respectively. Environmental remediation liabilities The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Derivative instruments There were no options or futures contracts as of or during the years ended April 30, 2018, 2017, or 2016. However, we do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These are not accounted for as derivatives under the normal purchase and normal sale exclusions under the applicable guidance. Stock-based compensation Stock-based compensation is recorded based upon the fair value of the award on the grant date. The cost of the award is recognized ratably in the statement of income over the vesting period of the award, adjusted for certain retirement provisions. Additionally, certain awards include performance and market conditions. The performance-based awards are based on the achievement of a three year average return on invested capital (ROIC). For these awards, stock-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period. The market-based awards are achieved based on our relative performance to a pre-determined peer group. The fair value of these awards is determined using a Monte Carlo simulation as of the date of the grant. For market-based awards, the stock-based compensation expense will not be adjusted should the initial target awards vary from actual awards. Segment reporting As of April 30, 2018, we operated 2,073 stores in 16 states. Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our customers. We manage the business on the basis of one operating segment and therefore, have only one reportable segment. Our stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery & other merchandise, and prepared food & fountain because it makes it easier for us to discuss trends and operational initiatives within our business and industry. Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories. Recent accounting pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. 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. The Company has adopted the new standard using the modified retrospective method beginning May 1, 2018. 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 38 38 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. 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. 2. ACQUISITIONS During the year ended April 30, 2018, the Company acquired 26 stores through a variety of multi-store and single store transactions with several unrelated third parties. Of the 26 stores acquired, 20 were re-opened as a Casey's store during the 2018 fiscal year, and six will be opened during the 2019 fiscal year. The acquisitions meet the criteria to be considered business combinations. The stores were valued using a discounted cash flow model on a location by location basis. The acquisitions were recorded in the financial statements by allocating the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years. Allocation of the purchase price for the transactions in aggregate for the year ended April 30, 2018 is as follows (in thousands): 39 Assets acquired: Inventories Property and equipment Total assets Liabilities assumed: Accrued expenses Total liabilities Net tangible assets acquired Goodwill Total consideration paid $ $ 1,618 28,090 29,708 — — 29,708 7,452 37,160 The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the first fiscal year of the periods presented (amounts in thousands, except per share data): Total revenue Net income Net income per common share Basic Diluted Years Ended April 30, 2018 8,438,371 $ 320,711 $ 2017 7,594,401 180,070 8.49 $ 8.41 $ 4.60 4.55 $ $ $ $ 3. FAIR VALUE OF FINANCIAL INSTRUMENTS AND LONG-TERM DEBT A summary of the fair value of the Company’s financial instruments follows. Cash and cash equivalents, receivables, and accounts payable The carrying amount approximates fair value due to the short maturity of these instruments or the recent purchase of the instruments at current rates of interest. Long-term debt The fair value of the Company’s long-term debt and capital lease obligations is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company’s long-term debt and capital lease obligations was approximately $1,277,000 and $941,000, respectively, at April 30, 2018 and 2017. The carrying amount of the Company’s long-term debt and capital lease obligations by issuance is as follows: 40 Capitalized lease obligations discounted at 3.70% to 6.00% due in various monthly installments through 2048 (Note 7) 5.72% Senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 2020 5.22% Senior notes due August 9, 2020 3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028 3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028 3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031 3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031 3.51% Senior notes (Series E) due June 13, 2025 3.77% Senior notes (Series F) due August 22, 2028 Less current maturities As of April 30, 2018 2017 $ 8,099 $ 8,777 30,000 569,000 45,000 569,000 150,000 150,000 50,000 50,000 50,000 150,000 250,000 1,307,099 15,374 1,291,725 $ $ 50,000 50,000 50,000 — — 922,777 15,421 907,356 At April 30, 2018, the Company had a bank line of credit arrangement consisting of a Promissory Note, in the principal amount of $150,000. The Note bears interest at a variable rate subject to change from time to time based on changes in an independent index referred to in the Note as the Federal Funds Offered Rate (the “Index”). The interest rate to be applied to the unpaid principal balance of the Note was at a rate of 1.0% over the Index. There was a $39,600 balance owed on the Note at April 30, 2018 and $900 at April 30, 2017. The line of credit is due upon demand. Interest expense is net of interest income of $1,583, $588, and $157 for the years ended April 30, 2018, 2017, and 2016, respectively. Interest expense is also net of interest capitalized of $2,260, $1,470, and $1,134 during the years ended April 30, 2018, 2017, and 2016, respectively. The agreements relating to the above long-term debt contain certain operating and financial covenants. At April 30, 2018, the Company was in compliance with all such operating and financial covenants. Listed below are the aggregate maturities of long-term debt, including capitalized lease obligations, for the 5 years commencing May 1, 2018 and thereafter: Years ended April 30, 2019 2020 2021 2022 2023 Thereafter Capital Leases $ 374 $ 395 416 409 431 6,074 8,099 $ Senior Notes Total 15,000 $ 15,000 569,000 — 20,000 680,000 1,299,000 $ 15,374 15,395 569,416 409 20,431 686,074 1,307,099 $ 4. PREFERRED AND COMMON STOCK Preferred stock The Company has 1,000,000 authorized shares of preferred stock, of which 250,000 shares have been designated as Series A Serial Preferred Stock. No shares have been issued. Common stock The Company currently has 120,000,000 authorized shares of common stock. Stock incentive plans The 2009 Stock Incentive Plan (the “Plan”) was approved by the Board of Directors in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the “Prior Plans”). There are 2,984,804 shares available for grant at April 30, 2018 under the Plan. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to 41 41 a stock option will reduce the shares available for grant by one, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. Restricted stock is transferred to the employee or non- employee immediately upon grant, whereas restricted stock units have a vesting period that must expire before the stock is transferred. We account for stock-based compensation by estimating the fair value of stock options using the Black Scholes model, and value restricted stock unit awards granted under the Plan using market price of a share of our common stock on the date of grant. We recognize this fair value as an operating expense in our consolidated statements of income over the requisite service period using the straight-line method, as adjusted for certain retirement provisions. At April 30, 2018, stock options for 181,673 shares (which expire between fiscal years 2019 through 2022) were outstanding. All stock option shares issued are previously unissued authorized shares. The following table summarizes the most recent compensation grants made during the three-year period ended April 30, 2018: Date of Grant Type of Grant Shares Granted Recipients Vesting Date Fair Value at Grant Date June 5, 2015 Restricted Stock Units 104,200 Officers & Key employees June 5, 2018 $9,135 June 5, 2015 Restricted Stock 48,913 Officers & Key employees Immediate (Annual performance goal) September 18, 2015 Restricted Stock Non-employee board members 7,748 Immediate April 12, 2016 Restricted Stock Units 10,000 CEO 20% each May 1, 2017-2021 $4,288 $856 $1,060 June 3, 2016 Restricted Stock Units 111,150 Officers & Key employees June 3, 2019 $13,849 June 3, 2016 Restricted Stock September 16, 2016 June 1, 2017 July 14, 2017 September 28, 2017 Restricted Stock Restricted Stock Units Restricted Stock Units*** Restricted Stock March 29, 2018 Restricted Stock 40,996 Officers & Key employees Immediate (Annual performance goal) Non-employee board members 8,941 Immediate 63,699 Key Employees June 1, 2020 61,126 Officers June 15, 2020 Non-employee board members 8,344 Non-employee board members 2,150 Immediate September 21, 2018 $5,108 $1,064 $7,388 $6,912 $920 $236 *** This grant of restricted stock units includes time-based, performance-based and market-based awards. The performance- based awards included in the figure above represent a “target” amount; the final amount earned is based on the satisfaction of certain performance measures over a three-year performance period and will range from 0% to 200% of the “target". The market-based awards incorporate market conditions in determining fair value as of the grant date, and will also range from 0% to 200% of the "target". Total market-based expense of approximately $2.6 million will be recognized on a straight-line basis over the vesting period, subject to acceleration for retirement provisions. 42 Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table: Outstanding at April 30, 2015 Granted Exercised Forfeited Outstanding at April 30, 2016 Granted Exercised Forfeited Outstanding at April 30, 2017 Granted Exercised Forfeited Outstanding at April 30, 2018 Number of option shares Weighted average option exercise price 401,800 $ — (108,100) (2,500) 291,200 $ — (69,150) — 222,050 $ — (40,377) — 181,673 $ 36.55 — 34.37 25.26 37.46 — 34.08 — 38.51 — 34.11 — 39.48 At April 30, 2018, all outstanding options had an aggregate intrinsic value of $10,376 and a weighted average remaining contractual life of 2.65 years. All options are vested as of April 30, 2018. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2018 was $3,144. At April 30, 2018, the range of exercise prices for outstanding options was $25.26 – $44.39. The number of shares and weighted average remaining contractual life of the options by range of applicable exercise prices at April 30, 2018 were as follows: Number of shares 1,500 45,100 135,073 181,673 Weighted average exercise price 25.49 25.26 44.39 Weighted average remaining contractual life (years) 1.0 1.2 3.2 Information concerning the issuance of restricted stock units under the Plan is presented in the following table: Unvested at April 30, 2015 Granted Vested Forfeited Unvested at April 30, 2016 Granted Vested Forfeited Unvested at April 30, 2017 Granted Vested Forfeited Unvested at April 30, 2018 193,930 114,200 (31,480) (3,750) 272,900 111,150 (73,000) (7,650) 303,400 126,980 (88,700) (2,699) 338,981 Total compensation costs recorded for the stock options, restricted stock, and restricted stock unit awards for the years ended April 30, 2018, 2017 and 2016 were $17,880, $10,697, and $7,413, respectively. As of April 30, 2018, there was $9,058 43 of total unrecognized compensation costs related to the Plan and Prior Plans for costs related to restricted stock units which are expected to be recognized ratably through fiscal 2021. During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization is valid for a period of two years. The timing and number of repurchase transactions under the program depends on a variety of factors, including but not limited to market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. From its inception on March 9, 2017, through the end of fiscal year 2018, the company repurchased 2,441,600 shares of its common stock under its open market share repurchase program, for approximately $264.8 million. As of April 30, 2018, the Company had a total remaining authorized amount for share repurchases of $35.2 million. The remaining repurchases were completed in May 2018. During the fourth quarter of fiscal year ended April 30, 2018, the Board of Directors authorized an additional $300 million share repurchase program. No repurchases were made on that program in fiscal 2018. 5. NET INCOME PER COMMON SHARE Computations for basic and diluted earnings per common share are presented below: Basic Net income Weighted average shares outstanding-basic Basic earnings per common share Diluted Net income Weighted-average shares outstanding-basic Plus effect of stock options and restricted stock units Weighted-average shares outstanding-diluted Diluted earnings per common share Years ended April 30, 2018 2017 2016 $ $ $ $ 317,903 $ 37,778,304 8.41 $ 177,485 39,124,665 4.54 317,903 $ 37,778,304 353,795 38,132,099 8.34 $ 177,485 39,124,665 454,333 39,578,998 4.48 $ $ $ $ 225,982 39,016,299 5.79 225,982 39,016,299 405,900 39,422,199 5.73 There were no options considered antidilutive; therefore, all options were included in the computation of dilutive earnings per share for fiscal 2018, 2017, and fiscal 2016, respectively. 6. INCOME TAXES Income tax (benefit) expense attributable to earnings consisted of the following components: Current tax (benefit) expense: Federal State Deferred tax (benefit) expense Total income tax (benefit) expense Years ended April 30, 2018 2017 2016 $ $ (7,057) $ 1,769 (5,288) (98,178) (103,466) $ 41,300 $ 5,693 46,993 45,190 58,273 8,959 67,232 55,492 92,183 $ 122,724 44 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: Deferred tax assets: Accrued liabilities and reserves Property and equipment depreciation Workers compensation Deferred compensation Equity compensation Federal net operating losses State net operating losses & tax credits Other Total gross deferred tax assets Less valuation allowance Total net deferred tax assets Deferred tax liabilities: Property and equipment depreciation Goodwill Other Total gross deferred tax liabilities Net deferred tax liability As of April 30, 2018 2017 $ 7,978 24,419 7,244 3,846 7,158 2,769 2,336 889 56,639 47 56,592 10,948 16,604 10,934 5,916 6,923 — 938 1,275 53,538 60 53,478 (378,756) (19,548) (234) (398,538) (341,946) $ (468,470) (25,052) (80) (493,602) (440,124) $ $ On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted. The Tax Reform Act made significant changes to U.S. federal income tax laws including permanently lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. Due to the Company’s April 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory rate of 30.4% for the fiscal year ending April 30, 2018. The Company’s statutory federal tax rate will be 21% for fiscal years ending April 30, 2019 and beyond. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to exceed one year. For the year ending April 30, 2018, the Company has recorded a one-time benefit of $173 million due primarily to a remeasurement of deferred tax assets and liabilities. These tax benefits represent provisional amounts and the Company’s best estimate. The provisional amounts are based on estimates of underlying timing differences and the Company’s current interpretations of the Tax Reform Act. The ultimate impact of the Tax Reform Act may differ from our provisional amounts (primarily related to uncertainty in fixed assets) due to changes in interpretations and assumptions we made as well as any forthcoming legislative action or regulatory guidance. At April 30, 2018, the Company had a federal net operating loss carryforward of approximately $13,188, which is available to offset future federal taxable income over an indefinite period. The Company also had net operating loss carryforwards for state income tax purposes of approximately $82,243, which are available to offset future state taxable income. The state net operating loss carryforwards begin to expire in 2021. In addition, the Company had state tax credit carryforwards of approximately $380, which begin to expire in 2023 through 2028. There was a valuation allowance of $47 and $60 for state net operating loss deferred tax assets as of April 30, 2018 and 2017, respectively. The change in the valuation allowance was $(13) and $(24) for the years ending April 30, 2018 and 2017, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment. 45 Total reported tax expense applicable to the Company’s continuing operations varies from the tax that would have resulted from applying the statutory U.S. federal income tax rates to income before income taxes: Income taxes at the statutory rates Impact of Tax Reform Act Federal tax credits State income taxes, net of federal tax benefit ASU 2016-09 Benefit (share based compensation) Other Years ended April 30, 2018 2017 2016 30.4 % (80.5)% (2.2)% 3.7 % (0.8)% 1.1 % (48.3)% 35.0 % — % (1.8)% 2.8 % (1.3)% (0.5)% 34.2 % 35.0 % — % (1.7)% 2.7 % — % (0.8)% 35.2 % The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company had a total of $6,421 and $5,362 in gross unrecognized tax benefits at April 30, 2018 and 2017, respectively, which is recorded in other long-term liabilities in the consolidated balance sheet. Of this amount, $5,095 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits increased $1,059 during the twelve months ended April 30, 2018, due primarily to the increase associated with income tax filing positions for the current year exceeding the decrease related to the expiration of certain statutes of limitation. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Beginning balance Additions based on tax positions related to current year Additions for tax positions of prior years Reductions for tax positions of prior years Reductions due to lapse of applicable statute of limitations Settlements Ending balance 2018 2017 5,362 $ 2,010 322 — (1,273) — 6,421 $ 6,484 1,705 — — (2,827) — 5,362 $ $ The total net amount of accrued interest and penalties for such unrecognized tax benefits was $191 and $141 at April 30, 2018 and 2017, respectively, and is included in other long-term liabilities. Net interest and penalties included in income tax expense for the twelve month period ended April 30, 2018 was an increase in tax expense of $50 and a decrease in tax expense of $76 for the year ended April 30, 2017. A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. The IRS is currently examining tax year 2012. The Company has no other ongoing federal or state income tax examinations. At this time, the Company’s best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $1,300 during the next twelve months mainly due to the expiration of certain statutes of limitation. The federal statute of limitations remains open for the tax years 2012 and forward. Tax years 2012 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state. 7. LEASES The Company leases certain property and equipment used in its operations. Generally, the leases are for primary terms of five to twenty years with options either to renew for additional periods or to purchase the premises and call for payment of property taxes, insurance, and maintenance by the lessee. The following is an analysis of the leased property under capital leases by major classes: 46 Real estate Equipment Less accumulated amortization Asset balances at April 30, 2018 2017 $ $ 10,997 $ 2,693 13,690 7,315 6,375 $ 13,480 2,693 16,173 7,039 9,134 Future minimum payments under the capital leases and noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at April 30, 2018: Years ended April 30, 2019 2020 2021 2022 2023 Thereafter Total minimum lease payments Less amount representing interest Present value of net minimum lease payments Capital leases Operating leases $ $ 824 $ 829 826 835 807 9,453 13,574 $ 5,475 8,099 1,053 710 453 309 103 755 3,383 The total rent expense under operating leases was $2,224 in 2018, $1,936 in 2017, and $1,862 in 2016. 8. BENEFIT PLANS 401(k) plan The Company provides employees with a defined contribution 401(k) plan. The 401(k) plan is available to all employees who meet minimum age and service requirements. The Company contributions consist of matching amounts in Company stock and are allocated based on employee contributions. Contributions to the 401(k) plan were $9,614, $8,181, and $6,560 for the years ended April 30, 2018, 2017, and 2016, respectively. On April 30, 2018 and 2017, 1,389,694 and 1,401,764 shares of common stock, respectively, were held by the trustee of the 401(k) plan in trust for distribution to eligible participants upon death, disability, retirement, or termination of employment. Shares held by the 401(k) plan are treated as outstanding in the computation of net income per common share. Supplemental executive retirement plan The Company has a nonqualified supplemental executive retirement plan (SERP) for two of its executive officers, one of whom retired April 30, 2003 and the other on April 30, 2008. The SERP provides for the Company to pay annual retirement benefits, up to 50% of base compensation until death of the officer. If death occurs within twenty years of retirement, the benefits become payable to the officer’s spouse (at a reduced level) until the spouse’s death or twenty years from the date of the officer’s retirement, whichever comes first. The Company has accrued the deferred compensation over the term of employment. The amounts accrued at April 30, 2018 and 2017, respectively, were $4,214 and $4,737. The discount rates used were 4.5% and 4.0%, respectively, at April 30, 2018 and 2017. The amount expensed in fiscal 2018 was $112 and the Company expects to pay $635 per year for each of the next five years. Expense incurred in fiscal 2017 and fiscal 2016 was $131 and $230, respectively. Other post-employment benefits The Company also has severance and/or deferred compensation agreements with three other former employees. The amounts accrued at April 30, 2018 and 2017 were $3,431 and $3,825, respectively. The Company expects to pay $464, $439, $439, $439 and $439 the next five years under the agreements. The expense incurred in fiscal 2018, 2017 and 2016 was $131, $370, and $238 respectively. 9. COMMITMENTS 47 The Company has entered into an employment agreement with its chief executive officer. The agreement provides that the officer will receive aggregate base compensation of not less than $900 per year exclusive of bonuses. The agreement also provides for certain payments in the case of death or disability of the officer. The Company also has entered into change of control agreements with the chief executive officer and sixteen other key employees, providing for certain payments in the event of termination following a change of control of the Company. 10. CONTINGENCIES Environmental compliance The United States Environmental Protection Agency and several states have adopted laws and regulations relating to underground storage tanks used for petroleum products. Several states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs. Management currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection, and overfill/spill protection to comply with existing regulations have been completed. The Company has an accrued liability at April 30, 2018 and 2017 of approximately $260 and $283, respectively, for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. Additional regulations or amendments to the existing regulations could result in future revisions to such estimated expenditures. Legal matters From time to time we may be involved in legal or administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual disputes; employment, personnel, or accessibility matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is our opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on our consolidated financial position and results of operations. Other At April 30, 2018, the Company was partially self-insured for workers’ compensation claims in all but one state of its marketing territory. In North Dakota, the Company is required to participate in an exclusive, state managed fund for all workers compensation claims. The Company was also partially self-insured for general liability and auto liability under an agreement that provides for annual stop-loss limits equal to or exceeding approximately $1,000. To facilitate this agreement, letters of credit approximating $21,118 and $21,126, respectively, were issued and outstanding at April 30, 2018 and 2017, on the insurance company’s behalf. The Company also has investments of approximately $224 in escrow as required by one state for partial self-insurance of workers’ compensation claims. Additionally, the Company is self-insured for its portion of employee medical expenses. At April 30, 2018 and 2017, the Company had $39,777 and $37,984, respectively, in accrued expenses for estimated claims relating to self-insurance, the majority of which has been actuarially determined. 48 11. QUARTERLY FINANCIAL DATA (Dollars in thousands, except per share amounts) (Unaudited) Total revenue Fuel Grocery & other merchandise Prepared food & fountain Other Revenue less cost of goods sold excluding depreciation and amortization and credit card fees Fuel Grocery & other merchandise Prepared food & fountain Other Net income Income per common share Basic Diluted Total revenue Fuel Grocery & other merchandise Prepared food & fountain Other Revenue less cost of goods sold excluding depreciation and amortization and credit card fees Fuel Grocery & other merchandise Prepared food & fountain Other Net income Income per common share Basic Diluted $ $ $ $ $ $ $ $ $ $ Q1 Q2 Q3 Q4 Year Total Year ended April 30, 2018 1,220,985 597,413 261,840 13,501 2,093,739 1,306,246 572,151 261,998 13,350 2,153,745 1,297,340 502,750 240,618 13,895 2,054,603 1,321,417 511,834 241,163 14,623 2,089,037 109,212 190,364 163,645 13,476 476,697 56,758 1.48 1.46 110,686 183,133 160,510 13,328 467,657 48,918 1.29 1.28 100,272 160,150 145,632 13,870 419,924 192,965 5.13 5.08 86,640 159,929 143,949 14,597 405,115 19,262 0.52 0.51 5,145,988 2,184,147 1,005,621 55,368 8,391,124 406,811 693,576 613,736 55,270 1,769,393 317,903 8.41 8.34 Q1 Q2 Year ended April 30, 2017 Q3 Q4 Year Total 1,147,044 566,174 243,655 13,206 1,970,079 1,113,351 544,799 248,345 13,560 1,920,055 1,053,990 476,309 228,278 11,416 1,769,993 1,099,743 500,068 233,150 13,499 1,846,460 104,429 179,127 153,052 13,187 449,795 67,392 1.72 1.70 99,060 174,590 156,329 13,539 443,518 57,180 1.46 1.44 89,265 148,099 140,869 11,396 389,629 22,835 0.58 0.58 85,592 155,374 143,774 13,479 398,219 30,078 0.77 0.76 4,414,128 2,087,349 953,430 51,680 7,506,587 378,347 657,190 594,024 51,600 1,681,161 177,485 4.54 4.48 49 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(e)). 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, 2018. For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (l5 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (b) Management's Report on Internal Control over Financial Reporting. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of April 30, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). On the basis of the prescribed criteria, management concluded that the Company's internal control over financial reporting was effective as of April 30, 2018. KPMG LLP, as the Company's independent registered public accounting firm, has issued a report on its assessment of the effectiveness of the Company's internal control over financial reporting. This report appears on page 29. (c) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. (d) Other. The Company does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and occurrences of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in 50 achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate. ITEM 9B. OTHER INFORMATION Not applicable. 51 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Those portions of the Company’s definitive Proxy Statement appearing under the captions “Election of Directors,” “Governance of the Company,” "Executive Officers", “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, 2018 and used in connection with the Company’s 2018 Annual Meeting of Shareholders are hereby incorporated by reference. The Company has adopted a Financial Code of Ethics applicable to its Chief Executive Officer and other senior financial officers. In addition, the Company has adopted a general code of business conduct (known as the Code of Business Conduct and Ethics) for its directors, officers, and all employees. The Financial Code of Ethics, the Code of Business Conduct and Ethics, and other Company governance materials are available under the Corporate Governance link of the Company Web site at www.caseys.com. 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. To date, there have been no waivers of the Financial Code of Ethics or the Code of Business Conduct and Ethics. Shareholders may obtain copies of any of these corporate governance documents free of charge by downloading from the Web site or by writing to the Corporate Secretary at the address on the cover of this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION That portion of the Company’s definitive Proxy Statement appearing under the caption "Compensation Discussion and Analysis", "Compensation Committee Report", "Compensation Committee", “Executive 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, 2018 and used in connection with the Company’s 2018 Annual Meeting of Shareholders is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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, 2018 and used in connection with the Company’s 2018 Annual Meeting of Shareholders are hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 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, 2018 and used in connection with the Company’s 2018 Annual Meeting of Shareholders is hereby incorporated by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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, 2018 and used in connection with the Company’s 2018 Annual Meeting of Shareholders is hereby incorporated by reference. 52 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as a part of this report on Form 10-K: (1) The following financial statements are included herewith: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets, April 30, 2018 and 2017 Consolidated Statements of Income, Three Years Ended April 30, 2018 Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, 2018 Consolidated Statements of Cash Flows, Three Years Ended April 30, 2018 Notes to Consolidated Financial Statements (2) No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto. (3) The following exhibits are filed as a part of this report: Exhibit Number 3.1 3.2(a) 4.8 4.9 4.10 4.11 4.12 Description of Exhibits Second Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q as filed December 11, 2017) Fourth Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2(a) to Form 8-K as filed March 7, 2018) Note Purchase Agreement dated as of September 29, 2006 among the Company and the purchasers the 5.72% Senior Notes, Series A and Series B (incorporated by reference to Exhibit 4.8 to Form 8-K as filed September 29, 2006) Note Purchase Agreement dated as of August 9, 2010 among the Company and the purchasers of the 5.22% Senior Notes (incorporated by reference to Exhibit 4.1 to Form 8-K as filed August 10, 2010) Note Purchase Agreement dated as of June 17, 2013 among the Company and the purchasers of the 3.67% Series A Notes and 3.75% Series B Notes (incorporated by reference to Exhibit 4.10 to Form 8-K as filed June 18, 2013) Note Purchase Agreement dated as of May 2, 2016 among the Company and the purchasers of the 3.65% Series C Notes and 3.72% Series D Notes (incorporated by reference to Exhibit 4.11 to Form 8-K as filed May 3, 2016) Note Purchase Agreement dated as of June 13, 2017 among the Company and the purchasers of the 3.51% Series E Notes and 3.77% Series F Notes (incorporated by reference to Exhibit 4.12 to Form 8-K as filed June 15, 2017) 10.21(a)* Amended and Restated Employment Agreement with Donald F. Lamberti and First and Second Amendments thereto 10.22(a)* Amended and Restated Employment Agreement with Ronald M. Lamb and First and Second Amendments thereto 10.28(c) Promissory Note delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated April 27, 2018 (incorporated by reference to exhibit 10.28(c) to Form 8-K filed May 2, 2018) 10.29(a)* Form of “change of control” Employment Agreement (incorporated by reference to Exhibit 10.29(a) to Form 8-K as filed June 2, 2010) 10.30* 10.31* 10.32* 10.33* 10.34* Non-Qualified Supplemental Executive Retirement Plan and Amendment thereto Non-Qualified Supplemental Executive Retirement Plan Trust Agreement with UMB Bank, n.a. (incorporated by reference to Exhibit 10.31 to Form 8-K as filed November 10, 1997) Severance Agreement with Douglas K. Shull (incorporated by reference to Exhibit 10.32 to Form 8-K as filed July 28, 1998) Casey’s General Stores, Inc. 2000 Stock Option Plan and related form of Grant Agreement Casey’s General Stores 401(k) Plan (incorporated by reference to Exhibit 10.34 to Form 10-K as filed July 29, 2003) 53 10.35* 10.38* 10.39* 10.40* 10.41* Trustar Directed Trust Agreement (incorporated by reference to Exhibit 10.35 to Form 10-K as filed July 29, 2003) Executive Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 (incorporated by reference to Exhibit 10.38 to Form 10-K as filed June 29, 2007) Employment Agreement with Robert J. Myers and Amendment and Second Amendment thereto Severance Agreement with John G. Harmon (incorporated by reference to Exhibit 99.1 to Form 8-K as filed January 17, 2008) 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) (2018) 10.42* Employment Agreement with Terry W. Handley and related Restricted Stock Units Award Agreement dated April 12, 2016 21 23.1 31.1 31.2 32.1 32.2 Subsidiaries of Casey’s General Stores, Inc. Consent of Independent Registered Public Accounting Firm Certificate of Terry W. Handley under Section 302 of Sarbanes-Oxley Act of 2002 Certificate of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of 2002 Certificate of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of 2002 Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002 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 * Indicates management contract or compensatory plan or arrangement. 54 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. SIGNATURES CASEY’S GENERAL STORES, INC. (Registrant) Date: June 29, 2018 Date: June 29, 2018 By /s/ Terry W. Handley Terry W. Handley, President and Chief Executive Officer (Principal Executive Officer and Director) 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 29, 2018 Date: June 29, 2018 Date: June 29, 2018 Date: June 29, 2018 Date: June 29, 2018 Date: June 29, 2018 55 By /s/ H. Lynn Horak H. Lynn Horak Chair and Director By /s/ William J. Walljasper William J. Walljasper Senior Vice President and Chief Financial Officer By /s/ Terry W. Handley Terry W. Handley, President and Chief Executive Officer, Director By /s/ Cara K. Heiden Cara K. Heiden Director By /s/ Diane C. Bridgewater Diane C. Bridgewater Director By /s/ Donald E. Frieson Donald E. Frieson Director Date: June 29, 2018 Date: June 29, 2018 Date: June 29, 2018 Date: June 29, 2018 By /s/ David K. Lenhardt David K. Lenhardt Director By /s/ Allison M. Wing Allison M. Wing Director By /s/ Larree M. Renda Larree M. Renda Director By /s/ Judy A. Schmeling Judy A. Schmeling Director 56 The following exhibits are filed herewith: EXHIBIT INDEX Exhibit No. Description 23.1 31.1 31.2 32.1 32.2 Consent of Independent Registered Public Accounting Firm Certification of Terry W. Handley under Section 302 of the Sarbanes-Oxley Act of 2002 Certification of William J. Walljasper under Section 302 of the Sarbanes-Oxley Act of 2002 Certificate of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of 2002 Certificate of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002 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 57 COMPARATIVE STOCK PERFORMANCE The following Performance Graph compares the cumulative total shareholder return on the Company’s Common Stock for the last five fiscal years with the cumulative return of (i) the Russell 2000 Index, and (ii) a peer group index(1) based on the common stock of Travel Centers of America LLC, Alimentation Couche-Tard Inc., Core-Mark Holding Company, Inc., Dollar General Corporation, Dollar Tree, Inc., Domino’s Pizza, Inc., Papa John’s International Inc. and The Kroger Co. The cumulative total shareholder return computations set forth in the Performance Graph assumes the investment of $100 in the Company’s Common Stock and each index on April 30, 2012, and reinvestment of all dividends. The total shareholder returns shown are not intended to be indicative of future returns. (1) CST Brands, Inc., a member of the prior year peer group, was acquired by Alimentation Couche-Tard, Inc., a member of the prior year and current year peer group. 300.00 225.00 150.00 75.00 0 2013 2014 2015 2016 2017 2018 • Casey’s General Stores, Inc. • Russell 2000 Index • Peer Group Casey’s General Stores, Inc. Russell 2000 Index Peer Group 2013 100.00 100.00 100.00 2014 119.81 120.50 124.51 2015 144.84 132.19 176.13 2016 199.01 124.33 191.26 2017 200.76 156.20 189.86 2018 174.71 174.22 201.73 58 C A S E Y ’ S G E N E R A L S T O R E S , I N C . 2 0 1 8 A N N U A L R E P O R T CASEY’S GENERAL STORES, INC. One SE Convenience Boulevard Ankeny, IA 50021 WWW.CASEYS.COM