Edgar Filing: CASEYS GENERAL STORES INC

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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, 2017

Commission File Number 001-34700

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)



IOWA		42-0935283
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

ONE 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		NASDAQ
(Title of Class)		(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 x No ¨

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 ¨

Table of Contents

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	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Emerging growth company	¨

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

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, 2016, was approximately $4.4 billion based on the closing sales price ($112.99 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		Outstanding at June 21, 2017
Common Stock, no par value per share		38,547,278 shares

DOCUMENTS INCORPORATED BY REFERENCE

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

Table of Contents

FORM 10-K

TABLE OF CONTENTS



PART I	ITEM 1.	Business	4

	ITEM 1A.	Risk Factors	7

	ITEM 1B.	Unresolved Staff Comments	15

	ITEM 2.	Properties	15

	ITEM 3.	Legal Proceedings	15

	ITEM 4.	Mine Safety Disclosures	15

PART II	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	16

	ITEM 6.	Selected Financial Data	18

	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

	ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	28

	ITEM 8.	Financial Statements and Supplementary Data	29

	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46

	ITEM 9A.	Controls and Procedures	46

	ITEM 9B.	Other Information	47

PART III	ITEM 10.	Directors, Executive Officers and Corporate Governance	48

	ITEM 11.	Executive Compensation	48

	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48

	ITEM 13.	Certain Relationships and Related Transactions and Director Independence	48

	ITEM 14.	Principal Accountant Fees and Services	48

PART IV	ITEM 15.	Exhibits and Financial Statement Schedules	49

		Signatures	51

Table of Contents

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 15 Midwestern states, primarily in Iowa, Missouri, and Illinois. The Company also operates two stores under the name "Tobacco City", selling primarily tobacco products, 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 two stores 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, 2017 there were a total of 1,978 stores in operation. There were 48 stores newly constructed in fiscal 2017. We closed 20 stores in fiscal 2017. We also acquired 22 additional stores in fiscal 2017; 18 of those stores were opened in fiscal 2017, and four will be opened during the 2018 fiscal 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 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 General 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, pop, and ice.

Corporate Subsidiaries

Casey's Marketing Company (Marketing Company) and Casey's Services Company (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. 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 and South Dakota; it also holds the rights to the Casey’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. CGS Sales Corp. operates one store in Iowa and one in Nebraska. Tobacco City Inc. operates two stores in North Dakota.

Store Operations

Products Offered

Each Casey’s General 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 foodstuffs 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 approximately 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 two Casey’s General 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, 2017, the Company was selling donuts prepared on store premises in approximately 99% of our stores in addition to cookies, brownies, and other bakery items. 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 1,954 stores (99%) as of April 30, 2017. Although pizza is our most popular prepared food offering, we continue to expand our prepared food product line, which now includes ham and cheese sandwiches, pork and chicken fritters, sausage sandwiches, chicken tenders, pizza rolls, popcorn chicken, breakfast croissants and biscuits, breakfast pizza, hash browns, quarter-pound hamburgers and cheeseburgers, potato cheese bites and other seasonal items. The newly constructed stores and many of the remodeled 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 39% of our total revenue, but they have resulted in approximately 77% of our gross profit. Gross profit margins on prepared food items averaged approximately 62% during the three fiscal years ended April 30, 2017—substantially higher than the gross profit margin on retail sales of fuel, which averaged approximately 8%.

Store Design

Casey’s General 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 General 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, 2017, we operate approximately 995 stores on a 24-hour basis. 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 General Store provides a service 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.

Fuel Operations

Fuel sales are an important part of our revenue and earnings. Approximately 59% of Casey’s total revenue for the year ended April 30, 2017 was derived from the retail sale of fuel. The following table summarizes (dollars and gallons in thousands) fuel sales for the three fiscal years ended April 30, 2017:



	Year ended April 30,
	2017			2016			2015
Number of gallons sold	2,061,794			1,951,814			1,816,596
Total retail fuel sales	$	4,414,128		$	4,214,802		$	5,144,385
Percentage of total revenue	58.8		%	59.2		%	66.2		%
Gross profit percentage (excluding credit card fees)	8.6		%	9.1		%	6.8		%
Average retail price per gallon	$	2.14		$	2.16		$	2.83
Average gross profit margin per gallon (excluding credit card fees)		18.35	¢		19.55	¢		19.33	¢
Average number of gallons sold per store*	1,053			1,015			968



*	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 were consistent, on average, with the prior year. The total number of gallons we sold during this period increased, primarily because of the higher number of stores in operation, the slightly lower retail prices, continued benefit from our fuel saver programs, and the growth in expanded hour stores. Gross profit percentage 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 gross profit 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 2017, 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 any of the suppliers of products sold by Casey’s General Stores. We believe the practice enables us to respond to changing market conditions with minimal impact on margins.

Personnel

On April 30, 2017, we had 15,911 full-time employees and 19,103 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 General 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, expanded fuel stations, supermarkets, discount food stores, and traditional convenience stores. Convenience store chains competing in the larger towns served by Casey’s General 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.

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 4,473 USTs, 3,587 of which are fiberglass and 886 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, 2017 and 2016, we spent approximately $1,323 and $1,621, respectively, for assessments and remediation. Substantially all of these expenditures were submitted for reimbursement from state-sponsored trust fund programs. As of April 30, 2017, approximately $20,767 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, 2017, we had an accrued liability of approximately $283 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 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.

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 61% of total revenue and our fuel gross profit accounted for approximately 23% of total gross profit. 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 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 gross profit, and overall customer traffic, which in turn would affect our sales of grocery and general merchandise and prepared food products.

In addition, wholesale petroleum prices, fuel gallons sold, fuel gross profits and merchandise sales can be subject to seasonal fluctuations. Consumer demand for motor fuel typically increases during the summer driving season and typically falls during the winter months. Travel, recreation and construction activities are usually higher in the summer months in the Midwest, increasing the demand for motor fuel and merchandise that we sell. For that reason, our fuel volumes are typically higher in the first and second quarters of our fiscal year. Any significant change in one or more of these factors could materially affect the number of fuel gallons sold, fuel gross profits and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition and results of operations.

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

A shift toward electric, hydrogen, natural gas or other alternative fuel-powered vehicles could fundamentally change the shopping and driving habits of our customers or lead to new forms of fueling destinations or new competitive pressure. Improvements to the fuel efficiency of automobiles, or further mandates to improve fuel efficiency, may result in decreased demand for conventional fuel. 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.

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

Changes in our climate, including the effects of greenhouse gas emissions in the environment, may lessen the demand for our largest revenue product, petroleum-based motor fuel, or lead to additional government regulation. Technological advances to reducing fuel use and governmental mandates to improve fuel efficiency could have a material adverse effect on our business, financial condition and results of operations. In addition, new advancements that improve fuel efficiency or other governmental mandates to advance fuel efficiency may result in a reduction in demand for petroleum-based motor fuel, which again could have a material adverse effect on our business.

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 2017, 2016, and 2015, were approximately $110 million, $100 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 11% of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately 10% of total gross profit for the same period. Any significant increases in wholesale cigarette costs or tax increases on tobacco products may have a materially adverse effect on unit demand for 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 gross profit, 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 smoking related 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. For example, various petroleum marketing retailers, distributors and refiners defended class-action claims alleging that the sale of unadjusted volumes of fuel at temperatures in excess of 60 degrees Fahrenheit violates various state consumer protection laws due to the expansion of the fuel with the increase of fuel temperatures. Certain claims asserted in these lawsuits, if resolved against us, could give rise to substantial damages. 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.

Our business and our reputation could be adversely affected by the failure to protect sensitive customer, employee or vendor data, whether as a result of a cybersecurity incident or otherwise, or 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 amounts 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 to further upgrade the security and other measures that we employ to guard against, and respond to, such incidents.

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, causing 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.

Risks Related to Our Business

The prices of certain commodities and "RINs" 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.

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 $0.64 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.

Last year, certain oil refiners and other interested parties initiated legal challenges and filed rulemaking requests with the U.S. Environmental Protection Agency (“EPA”), seeking reconsideration and/or changes in the RFS regulations identifying refiners and importers of gasoline and diesel fuel as the entities responsible for complying with the annual percentage standards adopted by EPA under the renewable fuel standards program. On November 10, 2016, EPA proposed denying the petitions for rulemaking it has received to change the “point of obligation” from refiners and importers, but at the same time EPA opened a 60 day public comment process to allow comments on its action, which has now closed. At some point in the future, EPA will issue a final decision on its proposed denial of the proposal to initiate rulemaking to change the point of obligation. Any change in the existing RFS regulations, whether as a result of EPA rulemaking or other legal challenge, could materially and adversely affect the market prices for RINs and/or our ability to sell our RINs to other parties, and there can be no assurance that such regulatory changes will not occur in the future.

Unfavorable weather conditions can adversely affect our business.

All of our stores are located in the Midwest region of the United States, which is susceptible to tornadoes, thunderstorms, earthquakes, extended periods of rain, 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 market trends and changes in consumer preferences could adversely affect our financial results.

Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner to changes in consumer tastes, their attitudes toward our industry and brands, as well as to where and how consumers shop for those products. We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, achieve a favorable mix of products, and refine our approach as to how and where we market and sell our products. While we devote considerable effort and resources to shape, analyze and respond to consumer preferences, we recognize that consumer tastes cannot be predicted with certainty and can change rapidly. The issue 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.

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

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, 2016 through April 30, 2017 we acquired 22 convenience stores and opened 18 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; 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

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, or adoption of mandated healthcare benefits would result in an increase in our labor costs. Such cost increases or the penalties for failing to comply with such statutory minimum 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.

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

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

Instances or reports, whether verified or not, of food-safety issues, such as food-borne illnesses, food tampering, food contamination or mislabeling, either during growing, manufacturing, packaging, transportation, storing or preparation, have in the past significantly damaged the reputations of companies in the food processing, grocery and quick service and “fast casual” restaurant sectors, and could affect us as well. Any instances of, or reports linking us to, food-borne illnesses or food tampering, contamination, mislabeling or other food-safety issues could damage the value of the Casey’s brand and severely hurt sales of our prepared food products and possibly lead to product liability claims, litigation (including class actions), government agency investigations and damages.

Because we depend on our management’s and other key employees' experience and knowledge of our industry, we could be adversely affected were we to lose 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, our business, financial condition or results of operations could be adversely affected. We also rely on our ability to recruit qualified 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 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.

Covenants in the agreements relating to our Senior Notes require us to meet financial maintenance tests. Failure to comply with these requirements could have a material impact to us.

We are required to meet certain financial and non-financial covenants under our existing note agreements relating to our Senior Notes. A breach of any covenant could result in a default under the note agreements, which could, if not timely cured, permit lenders to declare all amounts outstanding to be immediately due and payable, and have an adverse effect on our business, financial condition, and results of operation.

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

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise, sales/use, and gross receipts taxes), payroll taxes, property taxes, and tobacco taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. The activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authorities. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

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

We rely on our distribution and transportation network to provide products to our stores in a timely and cost-effective manner. Product is moved from vendor locations to the two distribution centers. Deliveries to our stores occur from the distribution center or directly from our vendors. Any disruption, unanticipated or unusual expense or operational failure related to this process could affect our store operations negatively.

Shortages or interruptions in the supply of products could affect our operating results. We depend on regular deliveries of products that meet our specifications. In addition, we have a single supplier or limited number of suppliers for certain products. While we believe there are adequate reserve quantities and alternative suppliers, shortages or interruptions in the receipt of products caused by unanticipated demand, problems in production or distribution, financial or other difficulties of suppliers, inclement weather or other conditions could adversely affect the availability, quality and cost of products, and our operating results.

Other Risks

Any issuance of shares of our common stock in the future could have a dilutive effect on your investment.

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.

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

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 51-acre site in Ankeny, Iowa, our corporate headquarters, our first distribution center, and our vehicle service and maintenance center occupy a total of approximately 375,000 square feet. We also own a building near our corporate headquarters where 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, 2017, we also owned the land at 1,957 store locations and the buildings at 1,962 locations and leased the land at 21 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.



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.

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 38,765,821 shares of common stock outstanding at April 30, 2017 had a market value of approximately $4.3 billion. On that date there were 1,715 shareholders of record.

Common Stock Market Prices



Calendar 2015	High		Low		Calendar 2016	High		Low		Calendar 2017	High		Low
Q1	$	94.67	$	83.00	Q1	$	123.75	$	98.80	Q1	$	120.90	$	107.43
Q2	$	98.22	$	80.94	Q2	$	131.52	$	105.17
Q3	$	114.90	$	95.30	Q3	$	136.22	$	115.07
Q4	$	129.53	$	101.36	Q4	$	126.49	$	110.45

Dividends

We began paying cash dividends during fiscal 1991.The dividends declared in fiscal 2017 totaled $0.96 per share. The dividends declared in fiscal 2016 totaled $0.88 per share. On June 2, 2017, the Board of Directors declared a quarterly dividend of $0.26 per share payable August 15, 2017 to shareholders of record on August 1, 2017. The Board typically reviews the dividend every year at its June meeting.

The cash dividends declared during the calendar years 2015-17 were as follows:



Calendar 2015	Cash dividend declared		Calendar 2016	Cash dividend declared		Calendar 2017	Cash dividend declared
Q1	$	0.200	Q1	$	0.220	Q1	$	0.240
Q2	0.220		Q2	0.240		Q2	0.260
Q3	0.220		Q3	0.240
Q4	0.220		Q4	0.240
	0.860			0.940

Issuer Purchases of Equity Securities

During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization is valid for a period of two years. The timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended April 30, 2017:

Table of Contents



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Fourth Quarter:
March 9-31, 2017	215,900	$	110.32	215,900	$	276,182,253
April 1-30, 2017	227,900	112.14		227,900	250,626,279
As of April 30, 2017	443,800	$	111.25	443,800	$	250,626,279



ITEM 6.	SELECTED FINANCIAL DATA

(In thousands, except per share amounts)

Statement of Income Data



	Years ended April 30,
	2017		2016		2015		2014		2013
Total revenue	$	7,506,587	$	7,122,086	$	7,767,216	$	7,840,255	$	7,250,840
Cost of goods sold	5,825,426		5,508,465		6,327,431		6,618,239		6,179,771
Gross profit	1,681,161		1,613,621		1,439,785		1,222,016		1,071,069
Operating expenses	1,172,328		1,053,805		960,424		857,297		760,365
Depreciation and amortization	197,629		170,937		156,111		131,160		111,823
Interest, net	41,536		40,173		41,225		39,915		35,265
Income before income taxes	269,668		348,706		282,025		193,644		163,616
Federal and state income taxes	92,183		122,724		101,397		66,824		59,802
Net income	$	177,485	$	225,982	$	180,628	$	126,820	$	103,814
Basic earnings per common share	$	4.54	$	5.79	$	4.66	$	3.30	$	2.71
Diluted earnings per common share	$	4.48	$	5.73	$	4.62	$	3.26	$	2.69
Weighted average number of common shares outstanding—basic	39,125		39,016		38,743		38,458		38,297
Weighted average number of common shares outstanding—diluted	39,579		39,422		39,104		38,868		38,620
Dividends declared per common share	$	0.96	$	0.88	$	0.80	$	0.72	$	0.66

Balance Sheet Data



	As of April 30,
	2017		2016		2015		2014		2013
Current assets	$	350,685	$	325,885	$	305,260	$	389,558	$	278,967
Total assets	3,020,102		2,726,148		2,469,965		2,304,876		1,990,168
Current liabilities	446,546		387,571		364,889		390,889		412,806
Long-term debt, net of current maturities	907,356		822,869		838,245		853,642		653,081
Shareholders’ equity	1,190,620		1,083,463		875,229		703,264		593,387



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 15 Midwestern states, primarily in Iowa, Missouri and Illinois. On April 30, 2017, there were a total of 1,978 stores in operation. All but two stores offer fuel for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. We derive our revenue from the retail sale of fuel and the products offered in our stores.

Approximately 57% of all Casey’s General Stores were opened in areas with populations of fewer than 5,000 people, while approximately 18% of all stores were opened in communities with populations exceeding 20,000 persons. The Marketing Company operates two distribution centers, through which grocery and general merchandise 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, 2017, the Company owned the land at 1,957 store locations and the buildings at 1,962 locations, and leased the land at 21 locations and the buildings at 16 locations.

During the fourth quarter of fiscal 2017, the Company earned $0.76 in diluted earnings per share compared to $1.19 per share for the same quarter a year ago. Fiscal 2017 diluted earnings per share were $4.48 versus $5.73 for the prior year. The Company’s business is seasonal, and generally the Company experiences higher sales and profitability during the first and second fiscal quarters (May-October), when customers tend to purchase greater quantities of fuel and certain convenience items such as beer, pop and ice.

During the 2017 fiscal year, we acquired 22 convenience stores from other parties and opened 18 of them, and completed 48 new store constructions. In addition to this activity, the Company also completed 103 major remodels, replaced 21 stores and closed 20 stores during the year.

The fourth quarter results reflected a 0.5% decrease in same-store fuel gallons sold, with an average margin of approximately 17.2 cents per gallon (compared to a 4.6% increase in same-store fuel gallons sold and an average margin of 17.8 cents per gallon last year). The Company’s fourth quarter fuel margin was helped by our ability to sell approximately 15.5 million renewable fuel credits for $7.1 million (compared to 12.7 million credits sold last year for $9.1 million) . For the year, we sold 67.6 million renewable fuel credits for $52.2 million. In the prior year we sold 57.1 million credits for $31.0 million. For the fiscal year, same-store gallons increased 2.1% with an average margin of 18.4 cents per gallon. In the prior year, same-store gallons increased 3.0% with an average margin of 19.6 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 increased 1.5% and prepared foods & fountain increased 3.2% during the fourth quarter of fiscal 2017, as compared to the same period in the prior year.

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 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 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.

Fiscal 2016 Compared with Fiscal 2015

Total revenue for fiscal 2016 decreased 8.3% ($645,130) to $7,122,086, primarily due to a 24% decrease in the average retail price of a gallon of fuel (a $1,221,577 decrease), offset by an increase in the number of fuel gallons sold (which generated an additional $291,994), and a $279,077 increase in inside sales (grocery & other merchandise and prepared food & fountain). Retail fuel sales for the fiscal year were $4,214,802, a decrease of 18.1%. Fuel gallons sold increased 7.4% to 2.0 billion gallons. Inside sales increased 10.8% to $2,854,786, primarily as a result of a $81,018 increase from stores that were built or acquired after April 30, 2014, and a $54,845 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 22.7% for fiscal 2016 compared with 18.5% for the prior year. The fuel margin increased to 9.1% in fiscal 2016 from 6.8% in fiscal 2015 primarily due to a steady fall in wholesale costs midyear combined with volatility in wholesale fuel prices, contributing to a stronger margin. The grocery & other merchandise margin was consistent at 31.9% in fiscal 2016 compared to 32.1% in fiscal 2015. The prepared food & fountain margin increased to 62.5% from 59.7% primarily due to the lower commodity costs during fiscal 2016.

Operating expenses increased 9.7% ($93,381) in fiscal 2016 primarily due to an increase from stores built or acquired after April 30, 2014 ($31,137), and the expansion of our operating programs noted above ($21,256). The majority of all operating expenses are wages and related costs.

Depreciation and amortization expense increased 9.5% to $170,937 in fiscal 2016 from $156,111 in fiscal 2015. The increase was due to capital expenditures made in fiscal 2016.

The effective tax rate decreased 80 basis points to 35.2% in fiscal 2016 from 36.0% in fiscal 2015. The decrease in the effective tax rate was primarily due to a decrease in state tax expense (approximately 40 basis points) and an increase in favorable permanent differences (approximately 30 basis points).

Net income increased to $225,982 in fiscal 2016 from $180,628 in fiscal 2015. The increase was due primarily to the increase in the number of fuel gallons sold and a slight increase in the fuel gross profit margin, as well as an increase in inside sales, including a stronger prepared food margin. However, this was partially offset by an increase in operating expenses and depreciation and amortization.

COMPANY TOTAL REVENUE AND GROSS PROFIT BY CATEGORY



	Years ended April 30,
	2017		2016		2015
Total revenue by category
Fuel	$	4,414,128	$	4,214,802	$	5,144,385
Grocery & other merchandise	2,087,349		1,974,073		1,794,822
Prepared food & fountain	953,430		880,713		780,887
Other	51,680		52,498		47,122
	$	7,506,587	$	7,122,086	$	7,767,216
Gross profit by category (1)
Fuel	$	378,347	$	381,659	$	351,155
Grocery & other merchandise	657,190		629,234		575,510
Prepared food & fountain	594,024		550,292		466,056
Other	51,600		52,436		47,064
	$	1,681,161	$	1,613,621	$	1,439,785

INDIVIDUAL STORE COMPARISONS (2)



	Years ended April 30,
	2017		2016		2015
Average retail sales	$	3,817	$	3,704	$	4,133
Average retail inside sales	1,561		1,505		1,384
Average gross profit on inside items	633		618		554
Average retail sales of fuel	2,256		2,199		2,748
Average gross profit on fuel (3)	194		202		194
Average operating income (4)	233		280		256
Average number of gallons sold	1,053		1,015		968


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


(2)	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.

(3)

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.


(4)	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.

SAME STORE SALES GROWTH BY CATEGORY



	Years ended April 30,
	2017		2016		2015
Fuel gallons (1)	2.1	%	3.0	%	2.6	%
Grocery & other merchandise (1)	2.9	%	7.1	%	7.8	%
Prepared food & fountain (1) (2)	4.8	%	8.4	%	12.4	%


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


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

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.

The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months and years ended April 30, 2017 and 2016, respectively:



	Three months ended				Years ended
	April 30, 2017		April 30, 2016		April 30, 2017		April 30, 2016
Net income	$	30,078	$	47,044	$	177,485	$	225,982
Interest, net	10,362		9,948		41,536		40,173
Depreciation and amortization	51,947		45,909		197,629		170,937
Federal and state income taxes	13,242		22,699		92,183		122,724
EBITDA	$	105,629	$	125,600	$	508,833	$	559,816
Loss on disposal of assets and impairment charges	1,488		523		2,298		837
Adjusted EBITDA	$	107,117	$	126,123	$	511,131	$	560,653

For the three months ended April 30, 2017, EBITDA and Adjusted EBITDA were down 15.9% and 15.1% respectively, when compared to the same period a year ago. The decrease was due to slowing customer traffic due to challenges in the broader agricultural economy, lower fuel margins, and increases in operating expenses, primarily wages. These reductions were partially offset by operating 47 more stores than the same period a year ago, increased fuel gallons sold, and increases in inside sales. For the year ended April 30, 2017, EBITDA and Adjusted EBITDA were down 9.1% and 8.8% respectively. The decrease was due to slowing customer traffic due to challenges in the broader agricultural economy, lower fuel margins, and increases in operating expenses, primarily wages. These reductions were partially offset by operating 47 more stores than the same period a year ago, increased fuel gallons sold, and increases in inside sales.

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.

Vendor allowances include rebates and other funds received from vendors to promote their products. The Company often receives such allowances on the basis of quantitative contract terms that vary by product and vendor or directly on the basis of purchases made. Vendor rebates in the form of rack display allowances (RDAs) are funds that we receive from various vendors for allocating certain shelf space to carry their specific products or to introduce new products in our stores for a particular period of time. The RDAs are treated as a reduction in cost of goods sold and are recognized incrementally over the period covered by the applicable rebate agreement. These funds do not represent reimbursements of specific, incremental, identifiable costs incurred by us in selling the vendor’s products. Vendor rebates in the form of billbacks are treated as a reduction in cost of goods sold and are recognized at the time the rebate is earned per the contract. Reimbursements of an operating expense (e.g., advertising) are recorded as reductions of the related expense.

The Company takes title to RINs when we purchase clear unleaded gasoline or diesel fuel, and purchase ethanol or biodiesel separately. The ethanol or biodiesel is blended in the tanker during transit to the store and the blending is the event that enables the RIN to be separated from the ethanol or biodiesel it identifies and allows it to be sold to third parties. The RINs are recorded as a reduction in the cost of goods sold in the period when the Company commits to a price and agrees to sell all of the RINs acquired during a specified period.

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. 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 $705 in fiscal 2017, $1,625 in fiscal 2016, and $1,785 in fiscal 2015, 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 $37,984 and $35,535 for the years ended April 30, 2017 and 2016, respectively.

Goodwill

Goodwill and intangible assets with indefinite lives are tested for impairment at least annually. The Company assesses impairment annually at year-end using a market based approach to establish fair value. All of the goodwill assigned to the individual stores is aggregated into a single reporting unit due to the similar economic characteristics of the stores. As of April 30, 2017, there was $132,806 of goodwill and management’s analysis of recoverability completed as of the fiscal year-end yielded no evidence of impairment and no events have occurred since the annual test indicating a potential impairment.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-9, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on May 1, 2018. Early application is not permitted. To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we have developed a project plan to evaluate our revenue streams and related internal controls. Since a majority of our revenue is derived from point of sale transactions, we do not believe the implementation of this standard will have a material impact on our consolidated financial statements. However, certain areas of our consolidated financial statements that will be impacted include, but are not limited to, recognition of estimated breakage upon the sale of the Company’s gift cards and deferral of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs. We expect the impact of such changes to be immaterial to the consolidated financial statements. The Company expects to adopt the new standard using the full retrospective method beginning May 1, 2018 and will further disclose the impact to the financial statements at that point.

In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), which provided guidance on the presentation of debt issuance costs. The new standard required that debt issuance costs be recorded as a reduction from the face amount of the related debt, with amortization recorded as interest expense, rather than recording as a deferred asset. The Company adopted this standard in the quarter ended July 31, 2016, retrospectively to all prior periods. The adoption of this standard did not have a material impact on the financial statements.

In 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 March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The goal of the update was to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update was effective for the Company beginning May 1, 2017 with early

adoption permitted. The Company elected to early adopt this standard in the quarter ended July 31, 2016. See footnote 4 to the Consolidated Financial Statements included herein for further discussion of the impact of adoption.

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, 2017, the Company’s ratio of current assets to current liabilities was 0.79 to 1. The ratio at April 30, 2016 and at April 30, 2015 was 0.84 to 1 and 0.84 to 1, respectively. We believe our current $100,000 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 $13,113 (2.8%) in the year ended April 30, 2017, primarily because of a decrease in net income, partially offset by increases in depreciation and accounts payable. Cash used in investing activities in the year ended April 30, 2017 increased $59,757 (15.1%) primarily due to the increased level of acquisitions and new store construction. Cash flows used in financing activities decreased $46,578 (92.8%), primarily due to proceeds from issuance of long-term debt in fiscal 2017.

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 2017, we expended $458,865 for property and equipment, primarily for construction, acquisition, and remodeling of stores compared with $400,102 in the prior year. In fiscal 2018, we anticipate expending between $500,000 and $600,000, primarily from existing cash, funds generated by operations, and long-term debt proceeds for our construction, acquisition, and remodeling of stores.

At April 30, 2017, the Company had a bank line of credit arrangement consisting of two Promissory Notes, in the principal amount of $50,000 each (together, the “Notes”). The Notes evidenced a revolving line of credit in the aggregate principal amount of $100,000 and bear interest at variable rates subject to change from time to time based on changes in an independent index referred to in the Notes as the Federal Funds Offered Rate (the “Index”). The interest rate to be applied to the unpaid principal balance of the first Note was at a rate of 0.750% over the Index. The interest rate applicable to the second note is 1.000% over the Index. There was a $900 balance owed on the Notes at April 30, 2017 and $0 at April 30, 2016. The line of credit is due upon demand.

As of April 30, 2017, we had long-term debt, net of current maturities, of $907,356 consisting of $569,000 in principal amount of 5.22% Senior notes, $30,000 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, and $8,356 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.

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.

The table below presents our significant contractual obligations, including interest, at April 30, 2017:



Contractual obligations	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior notes	$	1,110,707	$	58,127	$	113,679	$	599,274	$	339,627
Capital lease obligations	14,770		900		1,819		1,791		10,260
Operating lease obligations	4,427		1,172		1,659		781		815
Unrecognized tax benefits	5,362		—		—		—		—
Deferred compensation	15,784		—		—		—		—
Total	$	1,151,050	$	60,199	$	117,157	$	601,846	$	350,702

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, 2017, the Company had a total of $5,362 in gross unrecognized tax benefits. Of this amount, $3,522 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 $141 as of April 30, 2017. 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 state of Nebraska is examining tax years 2012 through 2014. The state of Kansas is examining tax years 2013 through 2015. Additionally, the IRS is currently examining tax year 2012. The Company has no other ongoing federal or state income tax examinations. The Company currently does not have any outstanding litigation related to tax matters. At this time, management believes it is reasonably possible the aggregate amount of unrecognized tax benefits will decrease by $1,242 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, 2017, was a $15,784 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 $5,323 will be due during the next 5 years.

At April 30, 2017, we were partially self-insured for workers’ compensation claims in all 15 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 $21,126 and $20,115, respectively, were issued and outstanding at April 30, 2017 and 2016, 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 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 type 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 fast-food outlets (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.

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 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, 2017, 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.



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.:

We have audited the accompanying consolidated balance sheets of Casey’s General Stores, Inc. and subsidiaries (the Company) as of April 30, 2017 and 2016, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2017. We also have audited the Company’s internal control over financial reporting as of April 30, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting included in Item 9A (Controls and Procedures). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. 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.

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.

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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Casey’s General Stores, Inc. and subsidiaries as of April 30, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2017, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, Casey's General Stores, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 30, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG LLP

Des Moines, Iowa

June 29, 2017

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



	April 30,
	2017		2016
Assets
Current assets
Cash and cash equivalents	$	76,717	$	75,775
Receivables	43,244		27,701
Inventories	201,644		204,988
Prepaid expenses	9,179		3,008
Income taxes receivable	19,901		14,413
Total current assets	350,685		325,885
Property and equipment, at cost
Land	665,318		593,043
Buildings and leasehold improvements	1,422,586		1,279,258
Machinery and equipment	1,905,553		1,704,379
Leasehold interest in property and equipment	16,173		16,044
	4,009,630		3,592,724
Less accumulated depreciation and amortization	1,496,472		1,340,249
Net property and equipment	2,513,158		2,252,475
Other assets, net of amortization	23,453		19,222
Goodwill	132,806		128,566
Total assets	$	3,020,102	$	2,726,148
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable to bank	$	900	$	—
Current maturities of long-term debt	15,421		15,375
Accounts payable	293,903		241,207
Accrued expenses
Wages and related taxes	25,010		32,026
Property taxes	26,721		24,091
Insurance	37,984		35,535
Other	46,607		39,337
Total current liabilities	446,546		387,571
Long-term debt, net of current maturities	907,356		822,869
Deferred income taxes	440,124		394,934
Deferred compensation	15,784		17,813
Other long-term liabilities	19,672		19,498
Total liabilities	1,829,482		1,642,685
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, none issued	—		—
Common stock, no par value, 38,765,821 and 39,055,570 shares issued and outstanding at April 30, 2017 and 2016, respectively	40,074		72,868
Retained earnings	1,150,546		1,010,595
Total shareholders’ equity	1,190,620		1,083,463
Total liabilities and shareholders’ equity	$	3,020,102	$	2,726,148

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)



	Years ended April 30,
	2017		2016		2015
Total revenue	$	7,506,587	$	7,122,086	$	7,767,216
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)	5,825,426		5,508,465		6,327,431
Gross profit	1,681,161		1,613,621		1,439,785
Operating expenses	1,172,328		1,053,805		960,424
Depreciation and amortization	197,629		170,937		156,111
Interest, net	41,536		40,173		41,225
Income before income taxes	269,668		348,706		282,025
Federal and state income taxes	92,183		122,724		101,397
Net income	$	177,485	$	225,982	$	180,628
Net income per common share
Basic	$	4.54	$	5.79	$	4.66
Diluted	$	4.48	$	5.73	$	4.62

Dividends declared per share	$	0.96	$	0.88	$	0.80

See accompanying Notes to Consolidated Financial Statements.

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, 2014	38,507,387		$	33,878		$	669,386			$	703,264
Net income	—		—			180,628				180,628
Dividends declared (80 cents per share)	—		—			(31,059		)		(31,059		)
Exercise of stock options	310,224		11,465			—				11,465
Tax benefits related to nonqualified stock options	—		3,624			—				3,624
Stock-based compensation	68,554		7,307			—				7,307
Balance at April 30, 2015	38,886,165		$	56,274		$	818,955			$	875,229
Net income	—		—			225,982				225,982
Dividends declared (88 cents per share)	—		—			(34,342		)		(34,342		)
Exercise of stock options	108,100		3,717			—				3,717
Issuance of common stock	32,717		2,762			—			—	2,762
Tax benefits related to nonqualified stock options	—		2,702			—				2,702
Stock-based compensation	28,588		7,413			—				7,413
Balance at April 30, 2016	39,055,570		$	72,868		$	1,010,595			$	1,083,463
Net income	—		—			177,485				177,485
Dividends declared (96 cents per share)	—		—			(37,534		)		(37,534		)
Exercise of stock options	69,150		2,357			—				2,357
Issuance of common stock	28,138		3,526			—				3,526
Repurchase of common stock	(443,800	)	(49,374		)	—				(49,374		)
Stock-based compensation	56,763		10,697			—				10,697
Balance at April 30, 2017	38,765,821		$	40,074		$	1,150,546			$	1,190,620

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)



	Years ended April 30,
	2017			2016			2015
Cash flows from operating activities
Net income	$	177,485		$	225,982		$	180,628
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	197,629			170,937			156,111
Stock-based compensation	10,697			7,413			7,307
Loss on disposal of assets and impairment charges	2,298			837			2,370
Deferred income taxes	45,190			55,492			44,711
Changes in assets and liabilities:
Receivables	(15,543		)	(5,092		)	3,232
Inventories	4,400			(7,390		)	10,365
Prepaid expenses	(6,171		)	(983		)	(547		)
Accounts payable	40,332			3,011			(33,290		)
Accrued expenses	14,780			14,983			(14,205		)
Income taxes receivable	(6,226		)	7,064			(7,801		)
Other, net	(5,598		)	132			(236		)
Net cash provided by operating activities	459,273			472,386			348,645
Cash flows from investing activities
Purchase of property and equipment	(433,392		)	(392,839		)	(360,734		)
Payments for acquisitions of businesses, net of cash acquired	(25,473		)	(7,263		)	(41,157		)
Proceeds from sales of property and equipment	4,140			5,134			2,748
Net cash used in investing activities	(454,725		)	(394,968		)	(399,143		)
Cash flows from financing activities
Proceeds from long-term debt	100,000			—			—
Repayments of long-term debt	(15,399		)	(15,399		)	(553		)
Net borrowings of short-term debt	900			—			—
Proceeds from exercise of stock options	2,357			3,717			11,465
Payments of cash dividends	(36,758		)	(33,527		)	(30,175		)
Repurchase of common stock	(47,893		)	—			—
Tax withholdings on employee share-based awards	(6,813		)	(4,975		)	(3,339		)
Net cash used in financing activities	(3,606		)	(50,184		)	(22,602		)
Net increase (decrease) in cash and cash equivalents	942			27,234			(73,100		)
Cash and cash equivalents at beginning of year	75,775			48,541			121,641
Cash and cash equivalents at end of year	$	76,717		$	75,775		$	48,541

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the year for interest, net of amount capitalized	$	41,268		$	40,401		$	41,382
Cash paid for income taxes, net	52,961			60,049			64,367
Noncash investing and financing activities
Purchased property and equipment in accounts payable	10,883			11,619			9,060
Shares repurchased in accounts payable	1,481			—			—

See accompanying Notes to Consolidated Financial Statements.

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 1,978 convenience stores in 15 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000. Retail sales in 2017 by category are as follows: 59% fuel, 28% grocery & other merchandise, and 13% 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 current cost over the stated LIFO value was $65,593 and $58,432 at April 30, 2017 and 2016, respectively. There were no material LIFO liquidations during the periods presented. Below is a summary of the inventory values at April 30, 2017 and 2016:



	Fiscal 2017		Fiscal 2016
Fuel	$	60,833	$	57,840
Merchandise	140,811		147,148
Total inventory	$	201,644	$	204,988

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, 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 has 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, 2017 and 2016, there was $132,806 and $128,566 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, 2017, 2016, and 2015.

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	25-40 years
Machinery and equipment	5-30 years
Leasehold interest in property and equipment	Lesser of term of lease or life of asset
Leasehold improvements	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.

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. 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 $705 in fiscal 2017, $1,625 in fiscal 2016, and $1,785 in fiscal 2015. Impairment charges are a component of operating expenses.

Excise taxes Excise taxes approximating $866,000, $818,000, and $715,000 on retail fuel sales are included in total revenue and cost of goods sold for fiscal 2017, 2016, and 2015, 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. The calculation of diluted earnings per share treats stock options and restricted stock units outstanding as potential common shares to the extent they are dilutive.

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 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 2017. The recorded asset for asset retirement obligations was $10,421 and $9,788 at April 30, 2017 and 2016, respectively, and is recorded in other assets, net of amortization. The discounted liability was $15,899 and $14,975 at April 30, 2017 and 2016, 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 $37,984 and $35,535 for the years ended April 30, 2017 and 2016, 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, 2017, 2016, or 2015. 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. None of the awards contain performance conditions.

Segment reporting As of April 30, 2017, we operated 1,978 stores in 15 states. Our 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 gross margins 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 ASU No. 2014-9, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. 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. To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we have developed a project plan to evaluate our revenue streams and related internal controls. Since a majority of our revenue is derived from point of sale transactions, we do not believe the implementation of this standard will have a material impact on our consolidated financial statements. However, certain areas of our consolidated financial statements that will be impacted include, but are not limited to, recognition of estimated breakage upon the sale of the Company’s gift cards and deferral of an estimated portion of revenue expected to be redeemed in the future through Casey’s pizza box tops and punch card programs. We expect the impact of such changes to be immaterial to the consolidated financial statements. The Company expects to adopt the new standard using the full retrospective method beginning May 1, 2018 and will further disclose the impact to the financial statements at that point.

2. ACQUISITIONS

During the year ended April 30, 2017, the Company acquired 22 stores through a variety of single store transactions with several unrelated third parties. Of the 22 stores acquired, 18 were re-opened as a Casey's store during the 2017 fiscal year, and four will be opened during the 2018 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, 2017 is as follows (in thousands):




Assets acquired:
Inventories	$	1,056
Property and equipment	20,283
Total assets	21,339
Liabilities assumed:
Accrued expenses	106
Total liabilities	106
Net tangible assets acquired	21,233
Goodwill	4,240
Total consideration paid	$	25,473

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):



	Years Ended April 30,
	2017		2016
Total revenue	$	7,540,386	$	7,156,075
Net income	$	178,645	$	227,124
Net income per common share
Basic	$	4.57	$	5.82
Diluted	$	4.51	$	5.76

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 $941,000 and $887,000, respectively, at April 30, 2017 and 2016.

The Company’s long-term debt at carrying amount by issuance is as follows:



	As of April 30,
	2017		2016
Capitalized lease obligations discounted at 3.70% to 6.00% due in various monthly installments through 2048 (Note 7)	$	8,777	$	9,244
5.72% Senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 2020	45,000		60,000
5.22% Senior notes due August 9, 2020	569,000		569,000
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028	150,000		150,000
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028	50,000		50,000
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031	50,000		—
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031	50,000		—
	922,777		838,244
Less current maturities	15,421		15,375
	$	907,356	$	822,869

Interest expense is net of interest income of $588, $157, and $158 for the years ended April 30, 2017, 2016, and 2015, respectively. Interest expense is also net of interest capitalized of $1,470, $1,134, and $1,209 during the years ended April 30, 2017, 2016, and 2015, respectively.

The agreements relating to the above long-term debt contain certain operating and financial covenants. At April 30, 2017, 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, 2017 and thereafter:



Years ended April 30,	Capital Leases		Senior Notes		Total
2018	$	421	$	15,000	$	15,421
2019	444		15,000		15,444
2020	468		15,000		15,468
2021	494		569,000		569,494
2022	455		—		455
Thereafter	6,495		300,000		306,495
	$	8,777	$	914,000	$	922,777

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.

Table of Contents

Stock option 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 3,250,062 shares available for grant at April 30, 2017 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 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, 2017, stock options for 222,050 shares (which expire between fiscal years 2018 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, 2017:



Date of Grant	Type of Grant	Shares Granted	Recipients	Vesting Date	Fair Value at Grant Date

June 6, 2014	Restricted Stock Units	91,000	Officers & Key employees	June 6, 2017	$6,584
June 6, 2014	Restricted Stock	30,538	Officers & Key employees	Immediate (Annual performance goal)	$2,209
September 19, 2014	Restricted Stock	13,955	Non-employee board members	Immediate	$990
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)	$4,288
September 18, 2015	Restricted Stock	7,748	Non-employee board members	Immediate	$856
April 12, 2016	Restricted Stock Units	10,000	CEO	20% each May 1, 2017-2021	$1,060
June 3, 2016	Restricted Stock Units	111,150	Officers & Key employees	June 3, 2019	$13,849
June 3, 2016	Restricted Stock	40,996	Officers & Key employees	Immediate (Annual performance goal)	$5,108
September 16, 2016	Restricted Stock	8,941	Non-employee board members	Immediate	$1,064

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Information concerning the issuance of stock options under the Plan and Prior Plans is presented in the following table:



	Number of option shares		Weighted average option exercise price
Outstanding at April 30, 2014	712,024		$	36.73
Granted	—		—
Exercised	(310,224	)	36.96
Forfeited	—		—
Outstanding at April 30, 2015	401,800		$	36.55
Granted	—		—
Exercised	(108,100	)	34.37
Forfeited	(2,500	)	25.26
Outstanding at April 30, 2016	291,200		$	37.46
Granted	—		—
Exercised	(69,150	)	34.08
Forfeited	—		—
Outstanding at April 30, 2017	222,050		$	38.51

At April 30, 2017, all outstanding options had an aggregate intrinsic value of $16,335 and a weighted average remaining contractual life of 3.49 years. All options are vested as of April 30, 2017. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2017 was $6,137.

At April 30, 2017, 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, 2017 were as follows:



Range of exercise prices	Number of shares	Weighted average exercise price	Weighted average remaining contractual life (years)
25.26-25.49	62,350	25.28	2.2
26.51-26.92	6,500	26.73	0.6
44.39	153,200	44.39	4.2
	222,050

Information concerning the issuance of restricted stock units under the Plan is presented in the following table:




Unvested at April 30, 2014	148,546
Granted	91,000
Vested	(38,198	)
Forfeited	(7,418	)
Unvested at April 30, 2015	193,930
Granted	114,200
Vested	(31,480	)
Forfeited	(3,750	)
Unvested at April 30, 2016	272,900
Granted	111,150
Vested	(73,000	)
Forfeited	(7,650	)
Unvested at April 30, 2017	303,400

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Total compensation costs recorded for the stock options, restricted stock, and restricted stock unit awards for the years ended April 30, 2017, 2016 and 2015 were $10,697, $7,413, and $7,307, respectively. As of April 30, 2017, there was $12,693 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 2020.

ASU No 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting was issued in March 2016 and early adopted by the Company in the first quarter of fiscal 2017. ASU 2016-09 eliminates the requirement to estimate and apply a forfeiture rate to reduce stock compensation expense during the vesting period, and instead, provides an alternative option to account for forfeitures as they occur, which is the option the Company adopted. ASU 2016-09 requires that this change be adopted using the modified retrospective approach. The adoption of this section had no material impact on the financial statements. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. The standard requires presentation of excess tax benefits as an operating activity (combined with other income tax cash flows) on the statement of cash flows rather than as a financing activity. We adopted this change prospectively during the first quarter of 2017. ASU 2016-09 also requires the presentation of amounts withheld for applicable income taxes on employee share-based awards as a financing activity on the statement of cash flows. This adoption is reflected in the cash flow statement on a retrospective basis, which resulted in an increase in net cash used in financing activities and an increase in net cash provided by operating activities of $4,975 and $3,339 for the periods ended April 30, 2016 and April 30, 2015, respectively.

ASU No 2016-09 also eliminates additional paid in capital ("APIC") pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. This requirement is to be adopted prospectively by the Company. The impact of this section of the standard was a benefit of $3,046 to income tax expense for the first quarter of fiscal 2017. In addition, the ASU requires that the excess tax benefit be removed from the overall calculation of diluted shares. The impact on diluted earnings per share of this adoption was not material.

Finally, modified retrospective adoption of ASC 2016-09 eliminates the requirement that excess tax benefits be realized (i.e. through a reduction in income taxes payable) before they are recognized. The adoption of this portion of the standard had no impact on the financial statements.

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 2017, the company repurchased 443,800 shares of its common stock under its open market share repurchase program, for approximately $49.4 million. As of April 30, 2017, the Company had a total remaining authorized amount for share repurchases of $250.6 million.

5. NET INCOME PER COMMON SHARE

Computations for basic and diluted earnings per common share are presented below:



	Years ended April 30,
	2017		2016		2015
Basic
Net income	$	177,485	$	225,982	$	180,628
Weighted average shares outstanding-basic	39,124,665		39,016,299		38,743,227
Basic earnings per common share	$	4.54	$	5.79	$	4.66
Diluted
Net income	$	177,485	$	225,982	$	180,628
Weighted-average shares outstanding-basic	39,124,665		39,016,299		38,743,227
Plus effect of stock options and restricted stock units	454,333		405,900		360,606
Weighted-average shares outstanding-diluted	39,578,998		39,422,199		39,103,833
Diluted earnings per common share	$	4.48	$	5.73	$	4.62

There were no options considered antidilutive; therefore, all options were included in the computation of dilutive earnings per share for fiscal 2017, 2016, and fiscal 2015, respectively.

6. INCOME TAXES

Income tax expense attributable to earnings consisted of the following components:



	Years ended April 30,
	2017		2016		2015
Current tax expense
Federal	$	41,300	$	58,273	$	49,593
State	5,693		8,959		7,093
	46,993		67,232		56,686
Deferred tax expense	45,190		55,492		44,711
Total income tax expense	$	92,183	$	122,724	$	101,397

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The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:



	As of April 30,
	2017			2016
Deferred tax assets
Accrued liabilities and reserves	$	10,948		$	11,522
Property and equipment depreciation	16,604			15,914
Workers compensation	10,934			10,540
Deferred compensation	5,916			6,696
Equity compensation	6,923			5,186
State net operating losses & tax credits	938			973
Other	1,275			1,582
Total gross deferred tax assets	53,538			52,413
Less valuation allowance	60			84
Total net deferred tax assets	53,478			52,329
Deferred tax liabilities
Property and equipment depreciation	(468,470		)	(425,586		)
Goodwill	(25,052		)	(21,677		)
Other	(80		)	—
Total gross deferred tax liabilities	(493,602		)	(447,263		)
Net deferred tax liability	$	(440,124	)	$	(394,934	)

At April 30, 2017, the Company had net operating loss carryforwards for state income tax purposes of approximately $61,154, which are available to offset future state taxable income. These net operating loss carryforwards expire during the tax years 2020 through 2036. In addition, the Company had state alternative minimum tax credit carryforwards of approximately $7, which are available to reduce future state regular income taxes over an indefinite period.

There was a valuation allowance of $60 and $84 for state net operating loss deferred tax assets as of April 30, 2017 and 2016. The change in the valuation allowance was $(24) and $(144) for the years ending April 30, 2017 and 2016, 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.

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.



	Years ended April 30,
	2017		2016		2015
Income taxes at the statutory rates	35.0	%	35.0	%	35.0	%
Federal tax credits	(1.8	)%	(1.7	)%	(1.7	)%
State income taxes, net of federal tax benefit	2.8	%	2.7	%	3.1	%
ASU 2016-09 Benefit (share based compensation)	(1.3	)%	—	%	—	%
Other	(0.5	)%	(0.8	)%	(0.4	)%
	34.2	%	35.2	%	36.0	%

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 $5,362 and $6,484 in gross unrecognized tax benefits at April 30, 2017 and 2016, respectively, which is recorded in other long-term liabilities in the consolidated balance sheet. Of this amount, $3,522 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. Unrecognized tax benefits decreased $1,122 during the twelve months ended April 30, 2017, due primarily to the expiration of certain statutes of limitations exceeding the increase associated with income tax filing positions for the current year.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



	2017			2016
Beginning balance	$	6,484		$	8,043
Additions based on tax positions related to current year	1,705			1,084
Additions for tax positions of prior years	—			26
Reductions for tax positions of prior years	—			—
Reductions due to lapse of applicable statute of limitations	(2,827		)	(2,669		)
Settlements	—			—
Ending balance	$	5,362		$	6,484

The total net amount of accrued interest and penalties for such unrecognized tax benefits was $141 and $217 at April 30, 2017 and 2016, 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, 2017 was a decrease in tax expense of $76 and an increase of $65 for the year ended April 30, 2016.

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 State of Nebraska is examining tax years 2012 through 2014, and the state of Kansas is examining tax years 2013 through 2015. Additionally, the IRS is currently examining tax year 2012. The Company has no other ongoing federal or state income tax examinations. The Company does not have any outstanding litigation related to tax matters.

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 $1,242 during the next twelve months mainly due to the expiration of certain statutes of limitations. 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:



	Asset balances at April 30,
	2017		2016
Real estate	$	13,480	$	13,480
Equipment	2,693		2,564
	16,173		16,044
Less accumulated amortization	7,039		6,365
	$	9,134	$	9,679

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, 2017:

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Years ended April 30,	Capital leases		Operating leases
2018	$	900	$	1,172
2019	907		1,001
2020	912		658
2021	908		523
2022	883		258
Thereafter	10,260		815
Total minimum lease payments	14,770		$	4,427
Less amount representing interest	5,993
Present value of net minimum lease payments	$	8,777

The total rent expense under operating leases was $1,936 in 2017, $1,862 in 2016, and $1,961 in 2015.

8. BENEFIT PLANS

401(k) plan The Company provides employees with a defined contribution 401(k) plan. The 401(k) plan covers 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 $8,181, $6,560, and $5,852 for the years ended April 30, 2017, 2016, and 2015, respectively.

On April 30, 2017 and 2016, 1,401,764 and 1,419,841 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, 2017 and 2016, respectively, were $4,737 and $5,230. The discount rates used were 4.0% and 3.8%, respectively, at April 30, 2017 and 2016. The amount expensed in fiscal 2017 was $131 and the Company expects to pay $625 per year for each of the next five years. Expense incurred in fiscal 2016 and fiscal 2015 was $230 and $326, 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, 2017 and 2016 were $3,825 and $4,043, respectively. The Company expects to pay $507, $457, $432, $432 and $432 the next five years under the agreements. The expense incurred in fiscal 2017, 2016 and 2015 was $370, $238, and $219 respectively.

9. COMMITMENTS

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 employment agreements with fourteen 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, 2017 and 2016 of approximately $283 and $341, 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 As previously reported, the Company was named as a defendant in four lawsuits (“hot fuel” cases) brought in the federal courts in Kansas and Missouri against a variety of fuel retailers, which were consolidated in the U.S. District Court for the District of Kansas in Kansas City, Kansas as part of the multidistrict “Motor Fuel Temperature Sales Practices Litigation”. On November 20, 2012, the Court preliminarily approved the previously-reported settlement involving the Company, which when approved in final form by the Court following notice to the Class would result in the settlement and dismissal of all claims against Casey’s in the multidistrict litigation. The approved settlement includes, but is not limited to, a commitment on the part of the Company to “sticker” certain information on its fuel pumps and make a monetary payment (which is not considered to be material in amount) to the plaintiff class. An order awarding fees was filed by the Court on February 17, 2016, but is subject to resolution of any appeal to the Tenth Circuit Court of Appeals.

From time to time we may be involved in other legal and administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual disputes; employment or personnel 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

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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 operation.

Other At April 30, 2017, 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 $21,126 and $20,115, respectively, were issued and outstanding at April 30, 2017 and 2016, on the insurance company’s behalf. The Company also has investments of approximately $223 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, 2017 and 2016, the Company had $37,984 and $35,535, respectively, in accrued expenses for estimated claims relating to self-insurance, the majority of which has been actuarially determined.

11. SUBSEQUENT EVENTS

Events that have occurred subsequent to April 30, 2017 have been evaluated for disclosure. On June 13, 2017, the Company issued $150 million aggregate principal amount of 3.51% Senior Notes due June 13, 2025, and expects to issue on August 22, 2017, $250 million aggregate principal amount of 3.77% Senior Notes due August 22, 2028. Further information is set forth in the Current Report on Form 8-K filed by the Company on June 15, 2017.

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12. QUARTERLY FINANCIAL DATA (Dollars in thousands, except per share amounts) (Unaudited)



	Year ended April 30, 2017
	Q1		Q2	Q3	Q4	Year Total
Total revenue
Fuel	$	1,147,044	1,113,351	1,053,990	1,099,743	4,414,128
Grocery & other merchandise	566,174		544,799	476,309	500,068	2,087,349
Prepared food & fountain	243,655		248,345	228,278	233,150	953,430
Other	13,206		13,560	11,416	13,499	51,680
	$	1,970,079	1,920,055	1,769,993	1,846,460	7,506,587
Gross profit*
Fuel	$	104,429	99,060	89,265	85,592	378,347
Grocery & other merchandise	179,127		174,590	148,099	155,374	657,190
Prepared food & fountain	153,052		156,329	140,869	143,774	594,024
Other	13,187		13,539	11,396	13,479	51,600
	$	449,795	443,518	389,629	398,219	1,681,161
Net income	$	67,392	57,180	22,835	30,078	177,485
Income per common share
Basic	1.72		1.46	0.58	0.77	4.54
Diluted	1.70		1.44	0.58	0.76	4.48

	Year ended April 30, 2016
	Q1		Q2	Q3	Q4	Year Total
Total revenue
Fuel	$	1,286,241	1,166,736	888,744	873,081	4,214,802
Grocery & other merchandise	526,620		516,578	453,388	477,487	1,974,073
Prepared food & fountain	223,381		229,388	209,595	218,349	880,713
Other	12,350		11,898	14,213	14,037	52,498
	$	2,048,592	1,924,600	1,565,940	1,582,954	7,122,086
Gross profit*
Fuel	$	87,681	122,690	85,460	85,828	381,659
Grocery & other merchandise	171,549		162,904	141,482	153,299	629,234
Prepared food & fountain	139,679		145,513	130,027	135,073	550,292
Other	12,333		11,883	14,200	14,020	52,436
	$	411,242	442,990	371,169	388,220	1,613,621
Net income	$	61,806	79,033	38,099	47,044	225,982
Income per common share
Basic	1.59		2.03	0.98	1.20	5.79
Diluted	1.57		2.00	0.97	1.19	5.73



*	Gross profit is given before charge for depreciation and amortization and credit card fees.

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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, 2017.

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, 2017. 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, 2017.

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.

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

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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.

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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,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Executive Officers and Their Compensation” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2017 and used in connection with the Company’s 2017 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 Web site 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 “Executive Officers and Their Compensation” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2017 and used in connection with the Company’s 2017 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 “Shares Outstanding,” “Voting Procedures,” and “Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2017 and used in connection with the Company’s 2017 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” and “Governance of the Company” as filed with the Commission pursuant to Regulation 14A within 120 days after April 30, 2017 and used in connection with the Company’s 2017 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 “Independent Registered Public Accounting Firm Fees” as filed with the Commission within 120 days after April 30, 2017 and used in connection with the Company’s 2017 Annual Meeting of Shareholders is hereby incorporated by reference.

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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, 2017 and 2016

Consolidated Statements of Income, Three Years Ended April 30, 2017

Consolidated Statements of Shareholders’ Equity, Three Years Ended April 30, 2017

Consolidated Statements of Cash Flows, Three Years Ended April 30, 2017

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	Description of Exhibits

3.1	Restatement of the Restated and Amended Articles of Incorporation (incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996) and Articles of Amendment thereto (incorporated by reference from the Current Report on Form 8-K filed April 16, 2010, as amended by the Current Report on Form 8-K/A filed April 19, 2010 and the Current Report on Form 8-K filed May 20, 2011)

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

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

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

4.10	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 from the Current Reports on Form 8-K filed June 18, 2013 and December 18, 2013)

4.11	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 from the Current Report on Form 8-K filed May 3, 2016)

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

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

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

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

10.28(c)	Promissory Notes delivered to UMB Bank, n.a. and related Negative Pledge Agreement dated June 9, 2016 (incorporated by reference from the Current Report on Form 8-K filed June 9, 2016)

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10.29(a)*	Form of “change of control” Employment Agreement (incorporated by reference from the Current Report on Form 8-K filed June 2, 2010)

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

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

10.32*	Severance Agreement with Douglas K. Shull (incorporated by reference from the Current Report on Form 8-K filed July 28, 1998)

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

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

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

10.38*	Executive Nonqualified Excess Plan Document and related Adoption Agreement dated July 12, 2006 (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2007)

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

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

10.41*	Casey’s General Stores, Inc. 2009 Stock Incentive Plan (incorporated by reference from the Current Report on Form 8-K filed September 23, 2009) and related forms of Restricted Stock Units Agreement (Non-employee Directors) (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended April 30, 2010) and Restricted Stock Units Agreement (Officers and Other Employees), Restricted Stock Units Agreement (Chief Executive Officer) and Stock Option Grant (incorporated by reference from the Current Report on Form 8-K filed June 27, 2011)

10.42*	Employment Agreement with Terry W. Handley and related Restricted Stock Units Award Agreement dated April 12, 2016 (incorporated by reference from the Current Report on Form 8-K filed June 6, 2016)

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

23.1	Consent of Independent Registered Public Accounting Firm

31.1	Certificate of Terry W. Handley under Section 302 of Sarbanes-Oxley Act of 2002

31.2	Certificate of William J. Walljasper under Section 302 of Sarbanes-Oxley Act of 2002

32.1	Certificate of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of 2002

32.2	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.

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SIGNATURES

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



CASEY’S GENERAL STORES, INC. (Registrant)

Date: June 29, 2017	By	/s/ Terry W. Handley
	Terry W. Handley, President and
	Chief Executive Officer
	(Principal Executive Officer and Director)

Date: June 29, 2017	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, 2017	By	/s/ Robert J. Myers
	Robert J. Myers
	Chairman and Director

Date: June 29, 2017	By	/s/ William J. Walljasper
	William J. Walljasper
	Senior Vice President and Chief Financial Officer

Date: June 29, 2017	By	/s/ Terry W. Handley
	Terry W. Handley, President and
	Chief Executive Officer, Director

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

Date: June 29, 2017	By	/s/ Diane C. Bridgewater
	Diane C. Bridgewater
	Director

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

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Date: June 29, 2017	By	/s/ H. Lynn Horak
	H. Lynn Horak
	Director

Date: June 29, 2017	By	/s/ Larree M. Renda
	Larree M. Renda
	Director

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EXHIBIT INDEX

The following exhibits are filed herewith:




Exhibit No.	Description

23.1	Consent of Independent Registered Public Accounting Firm

31.1	Certification of Terry W. Handley under Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of William J. Walljasper under Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certificate of Terry W. Handley under Section 906 of Sarbanes-Oxley Act of 2002

32.2	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