8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2010

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

Iowa

(State or other jurisdiction of incorporation)

0-12788	42-0935283
(Commission File Number)	(IRS Employer Identification No.)

One Convenience Blvd., Ankeny, Iowa	50021
(Address of principal executive Offices)	(Zip Code)

515/965-6100

(Registrant’s telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On June 15, 2010, Casey’s General Stores, Inc. (the “Company”) issued a press release announcing its financial results for the fourth fiscal quarter and fiscal year ended April 30, 2010. A copy of the Company’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2010, the Board of Directors (“Board”) approved salary and bonus arrangements for the Company’s executive officers and Vice Presidents for the fiscal year ending April 30, 2011. Further information concerning such arrangements is described in Exhibit 99.2 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 15, 2010, the Company also reported May 2010 same-store sales results for stores open for one full year. Same-store sales for prepared food and fountain increased 2.3%, and grocery and other merchandise decreased 0.6% in May 2010 compared to May 2009.

Same-store gasoline gallons sold decreased 1.4% in May 2010 compared to May 2009. The gasoline margin was above the Company’s fiscal 2011 goal of 13.5 cents per gallon. The average retail price of gasoline sold during May 2010 was $2.69 per gallon.

The information contained in this Item is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Casey’s General Stores, Inc., dated June 15, 2010.
99.2	Description of FY2011 Salary and Bonus Arrangements for Executive Officers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CASEY’S GENERAL STORES, INC.
Date: June 15, 2010	By:	/s/ William J. Walljasper
		William J. Walljasper
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE FOR IMMEDIATE RELEASE
Casey’s General Stores, Inc. One Convenience Blvd. Ankeny, IA 50021	Nasdaq Symbol CASY CONTACT Bill Walljasper (515) 965-6505

Casey’s Reports Record FY2010 Performance and

Strong Growth Outlook for FY2011

Ankeny, IA, June 15, 2010 – Casey’s General Stores, Inc. (Nasdaq symbol CASY) today reported $0.43 in basic earnings per share for the fourth quarter of fiscal 2010 ended April 30, 2010, compared to $0.31 from the same quarter a year ago. The results include approximately $6.9 million in legal and advisory fees pertaining to the evaluation of the unsolicited offer and related actions by Alimentation Couche-Tard. Without the effect of those fees, basic earnings per share would have been approximately $0.51 for the quarter compared to the Reuters consensus estimate of $0.40. For the year, basic earnings per share finished at $2.30, an increase of over 36% compared to the prior year’s $1.69.

“Fiscal 2010 was a monumental year for Casey’s General Stores,” said President and CEO Robert J. Myers. “Not only did we surpass 1,500 stores, but we also beat our previous best year by $0.61 per share. We are very pleased with our overall performance, as we turned in record results in the midst of the challenging economic environment during the 12 month period. Furthermore, we expect our strong performance to continue in fiscal 2011.”

Gasoline – For the fiscal year, same-store gallons sold were unchanged from the prior year with an average margin of 13.9 cents per gallon. “Gasoline margins were strong throughout the year,” stated Myers. “In fact, we have been significantly above our gasoline margin goals for the past three fiscal years. We believe there has been a shift in the competitive landscape throughout our marketing territory and expect this positive environment to continue.” Casey’s annual goal was to increase same-store gasoline gallons sold 2% with an average margin of 11 cents per gallon. For the quarter, same-store gallons sold were up 0.2% with an average margin of 13.1 cents per gallon. For the year, total gallons sold rose 3.3% to nearly 1.3 billion.

Grocery and Other Merchandise – For the fiscal year, same-store sales rose 3.3% with an average margin of 33.6%. “Throughout the fiscal year, our sales were impacted by the broader macroeconomic conditions, with customers trading down to less expensive products, as well as adverse weather,” said Myers. “Despite these challenges, we were still able to grow gross profit by almost 6%.” The goal for fiscal 2010 was to increase same-store sales 8.9% with an average margin of 33.9%. Total sales for the year increased 6.2% to $1.1 billion. For the fourth quarter, same-store sales were up 3.1% with an average margin of 33.1%.

Prepared Food and Fountain – Same-store sales increased 4.2% during fiscal 2010, with an average margin of 63.8%. “The retail price increases made on select items in March are having the positive impact we expected, and the Company continues to enjoy a favorable cheese cost environment,” stated Myers. The Company’s annual goal was to increase same-store sales 7.5% with an average margin of 62%. Same-store sales in the fourth quarter increased 5.3% with an average margin of 64.1%. Total sales for the category increased 9% to $365.8 million.

Operating Expenses – For the fiscal year, operating expenses rose 4.3% to $526.3 million. For the fourth quarter, operating expenses were up 7.7% to $135 million. “When you eliminate the impact of the expenses related to the unsolicited offer and other actions by Couche-Tard, as well as the impact from the $9.1 million legal settlement a year ago, operating expenses were up 4.9% for the year,” said Myers. “We are pleased with our expense control given our increase in the number of stores from the previous year.”

Expansion – By the end of the fiscal year, the Company had acquired 37 stores and completed 18 new-store constructions. “The stores we added this year are performing above our chain-wide average, therefore the economic impact of these stores will exceed 4%,” Myers said. The goal for fiscal 2010 was to increase the total number of stores 4%. In addition to the stores opened during the fiscal year, the Company also replaced 20 stores incorporating the new store design that includes a larger coffee and fountain offering, made-to-order sub sandwich program, and expanded cooler capacity. “Our pipeline of acquisitions and new store construction sites under review is almost double of what it was at this time last year, and we recently signed purchase agreements for real estate in Arkansas. We could not be more optimistic about the growth potential of Casey’s right now,” said Myers.

Fiscal 2011 Goals – The corporate performance goals for next fiscal year are:

• Increase same-store gasoline gallons sold 1% with an average margin of 13.5 cents per gallon.

• Increase same-store grocery and other merchandise sales 6% with an average margin of 33.9%.

• Increase same-store prepared food and fountain sales 8% with an average margin of 63.1%.

• Increase the total number of stores by approximately 4 to 6%. In addition, replace 20 stores and perform 20 major remodels, all incorporating the features of our new store design mentioned above. The Company remains well-positioned to increase its store capacity, and may revisit its expansion goals during the year as opportunities arise.

Dividends – The Board of Directors believes it is important to prudently grow the business while at the same time increase the dividend paid to shareholders. At its June meeting, the Board of Directors increased the quarterly dividend to $0.10 per share. The dividend is payable August 16, 2010 to shareholders of record on August 2, 2010.

****

Casey’s General Stores, Inc. Condensed Consolidated Statements of Earnings (Dollars in thousands, except per share amounts)

	Three months ended April 30,				Year ended April 30,
	2010		2009		2010		2009
Total revenue	$	1,179,806	$	883,442	$	4,637,087	$	4,690,525
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)		990,543		711,234		3,844,735		3,966,919
Gross profit		189,263		172,208		792,352		723,606
Operating expenses		135,037		125,396		526,291		504,449
Depreciation and amortization		18,700		17,380		73,546		69,451
Interest, net		2,774		2,892		10,933		10,626
Earnings before income taxes		32,752		26,540		181,582		139,080
Federal and state income taxes		10,817		10,985		64,620		53,390
Net earnings	$	21,935	$	15,555	$	116,962	$	85,690
Basic earnings per share	$	.43	$	.31	$	2.30	$	1.69
Weighted average shares outstanding		50,920		50,818		50,899		50,787
Diluted earnings per share	$	.43	$	.31	$	2.29	$	1.68
Weighted average shares outstanding		51,120		50,928		51,053		50,917

Casey’s General Stores, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	April 30, 2010		April 30, 2009
Assets
Current assets
Cash and cash equivalents	$	151,676	$	145,695
Receivables		12,111		10,888
Inventories		124,951		106,528
Prepaid expenses		1,307		1,394
Deferred income taxes		9,417		11,895
Income taxes receivable		10,801		8,327
Total current assets		310,263		284,727
Other assets, net of amortization		10,054		8,582
Goodwill		57,547		50,976
Property and equipment, net of accumulated depreciation of $706,994 at April 30, 2010, and of $652,376 at April 30, 2009		1,010,911		918,410
Total assets	$	1,388,775	$	1,262,695
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt	$	24,577	$	28,442
Accounts payable		145,334		115,436
Accrued expenses		70,975		77,365
Total current liabilities		240,886		221,243
Long-term debt, net of current maturities		154,754		167,887
Deferred income taxes		141,229		125,536
Deferred compensation		12,788		11,085
Other long-term liabilities		14,799		15,914
Total liabilities		564,456		541,665
Total shareholders’ equity		824,319		721,030
Total liabilities and shareholders’ equity	$	1,388,775	$	1,262,695

Sales and Gross Profit by Product

(Amounts in thousands)

Year ended 4/30/10	Gasoline			Grocery &  Other Merchandise			Prepared Food & Fountain			Other			Total
Sales	$	3,177,490		$	1,073,508		$	365,793		$	20,296		$	4,637,087
Gross profit	$	178,176		$	360,432		$	233,507		$	20,237		$	792,352
Margin		5.6	%		33.6	%		63.8	%		99.7	%		17.1	%
Gasoline gallons		1,283,479
Year ended 4/30/09
Sales	$	3,323,616		$	1,010,474		$	335,686		$	20,749		$	4,690,525
Gross profit	$	159,851		$	340,044		$	205,997		$	17,714		$	723,606
Margin		4.8	%		33.7	%		61.4	%		85.4	%		15.4	%
Gasoline gallons		1,242,270

Gasoline Gallons

Same-store Sales Growth

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	3.2	%	-0.7	%	-2.9	%	0.2	%	-0.1	%
F2009	0.5		0.2		2.1		1.2		1.0
F2008	0.3		-1.6		-3.9		-2.5		-2.0

Grocery & Other Merchandise

Same-store Sales Growth

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	6.4	%	1.9	%	1.7	%	3.1	%	3.3	%
F2009	4.7		4.9		6.5		8.0		5.9
F2008	9.1		11.2		5.4		3.6		7.3

Prepared Food & Fountain

Same-store Sales Growth

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	6.6	%	3.4	%	1.4	%	5.3	%	4.2	%
F2009	12.3		9.3		8.1		7.2		9.1
F2008	9.5		10.6		8.4		11.2		9.8

Gasoline Margin

(Cents per gallon, excluding credit card fees)

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	15.7	¢	14.3	¢	12.4	¢	13.1	¢	13.9	¢
F2009	15.6		13.7		9.9		12.1		12.9
F2008	15.8		13.6		13.5		12.6		13.9

Grocery & Other Merchandise

Margin

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	34.3	%	34.1	%	32.7	%	33.1	%	33.6	%
F2009	34.0		33.9		32.9		33.7		33.7
F2008	34.0		33.1		31.9		33.2		33.1

Prepared Food & Fountain

Margin

	Q1		Q2		Q3		Q4		Fiscal Year
F2010	63.8	%	64.6	%	62.8	%	64.1	%	63.8	%
F2009	60.5		60.5		61.8		62.7		61.4
F2008	61.7		63.0		63.6		60.9		62.3

Important Information

This communication is neither an offer to purchase nor the solicitation of an offer to sell any securities. In response to the tender offer commenced by Alimentation Couche-Tard, Inc. (“Couche-Tard”) referred to in this communication, Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”). Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and any other relevant documents filed with the SEC (when available), because they contain important information. Investors and security holders may obtain a free copy of the solicitation/recommendation statement with respect to the tender offer and other documents (when available) that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the solicitation/recommendation statement with respect to the tender offer and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.

Casey’s will file with the SEC and mail to its shareholders a proxy statement in connection with its 2010 Annual Meeting of Shareholders. Investors and security holders are urged to read the proxy statement relating to the 2010 Annual Meeting and any other relevant documents filed with the SEC when they become available, because they will contain important information. Investors and security holders will be able to obtain a free copy of the proxy statement and other documents (when available) that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the proxy statement and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.

Certain Information Concerning Participants

Casey’s, its directors and executive officers may be deemed to be participants in the solicitation of Casey’s security holders in connection with its 2010 Annual Meeting of Shareholders. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Casey’s Annual Report on Form 10-K for the year ended April 30, 2009, which was filed with the SEC on June 29, 2009, and its proxy statement for the 2009 Annual Meeting of Shareholders, which was filed with the SEC on August 10, 2009. To the extent holdings of Casey’s securities have changed since the amounts printed in the proxy statement for the 2009 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals can also be obtained from the proxy statement relating to the 2010 Annual Meeting of Shareholders when it is filed by Casey’s with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com.

Forward-Looking Statements

This communication 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 that may not prove to be accurate. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used 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 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, competition in the industry in which we operate, changes in the price or supply of gasoline, tax increases or other changes in the price of or demand for tobacco products, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, weather conditions, future actions by Couche-Tard in connection with its unsolicited tender offer to acquire Casey’s, the risk that disruptions or uncertainty from Couche-Tard’s unsolicited tender offer will divert management’s time and harm Casey’s relationships with our customers, employees and suppliers 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. We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Corporate information is available at this Web site: http://www.caseys.com. Earnings will be reported during

a conference call on June 15, 2010. The call will be broadcast live over the Internet at 9:30 a.m. CDT via the

Investor Relations section of our Web site and will be available in an archived format.

EX-99.2

EXHIBIT 99.2

FY2011 SALARY AND BONUS ARRANGEMENTS

FOR EXECUTIVE OFFICERS

FY2011 Salary Structure

Position	Name	FY2011 Base Salary
CEO	Robert J. Myers	$726,000
COO	Terry W. Handley	$425,000
SVP/CFO	William J. Walljasper	$380,000
SVP/Logistics & Acquisitions	Sam J. Billmeyer	$360,000
SVP/General Counsel	Julia L. Jackowski	$290,000

FY2011 Annual Incentive Plan

The target bonus available to the executive officers (and Vice Presidents) will be an amount equal to 36% of base salary, with an opportunity for up to 60% of base salary if the Company exceeds certain earnings per share and return on invested capital goals for the year. Of that amount, 75% will be based on earnings per share, and 25% based on return on invested capital.

If and as earnings per share reach specified targets approved by the Board of Directors, bonus payments will be made in amounts beginning at 4.5% of salary and increasing at intervals of 4.5% up to a maximum of 45% of the base salary amount (27% at the target amount). The bonus payment will be made in the form of 75% cash/25% equity (restricted stock units) at the 4.5% level, with incremental adjustments to 30% cash/70% equity at the 45% maximum bonus amount.

If and as return on invested capital reaches specified targets approved by the Board, bonus payments will be made in amounts beginning at 1.5% of salary and increasing at intervals of 1.5% up to a maximum of 15% of the base salary amount (9% at the target amount). The bonus payment will be made in the form of 75% cash/25% equity (restricted stock units) at the 1.5% level, with incremental adjustments to 30% cash/70% equity at the 15% maximum bonus amount. For this purpose, return on invested capital is determined by dividing operating income after depreciation and tax before interest by average invested capital.