CST / CST Brands, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

CST Brands, Inc.
US ˙ NYSE
CE SYMBOLE N'EST PLUS ACTIF

Statistiques de base
CIK 1562039
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CST Brands, Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
July 11, 2017 15-12B

CST Brands 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35743 CST Brands, Inc. (Exact name of registrant as specified in

July 11, 2017 15-15D

CST Brands 15-15D

15-15D 1 d414036d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-191165 CST Brands, Inc. (Exact name of

June 29, 2017 S-8 POS

CST Brands AMENDMENT NO. 2 TO FORM S-8

S-8 POS 1 d416581ds8pos.htm AMENDMENT NO. 2 TO FORM S-8 As filed with the Securities and Exchange Commission on June 29, 2017 Registration No. 333-208269 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Del

June 29, 2017 S-8 POS

CST Brands AMENDMENT NO. 1 TO FORM S-8

Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on June 29, 2017 Registration No. 333-188392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 46-1365950 (State or o

June 29, 2017 SC 13D/A

CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive

June 28, 2017 11-K

CST Brands 11-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO S

June 28, 2017 EX-3.2

AMENDED AND RESTATED CST BRANDS, INC. (Effective as of June 28, 2017) ARTICLE 1

EX-3.2 3 exhibit32amendedandrestate.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. (Effective as of June 28, 2017) ARTICLE 1 Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors fr

June 28, 2017 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CST BRANDS, INC.

Exhibit Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CST BRANDS, INC. FIRST. The name of the corporation is CST Brands, Inc. (the " Corporation "). SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered

June 28, 2017 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

8-K 1 projectcometclosing.htm 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 28, 2017 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of i

June 28, 2017 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 10, 2017, pursuant to the provisions of Rule 12d2-2 (a).

June 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document 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 5, 2017 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission

May 9, 2017 10-Q

CST / CST Brands, Inc. 10-Q (Quarterly Report)

10-Q 1 cstq12017form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

May 8, 2017 EX-99.1

CST Brands, Inc. Reports First Quarter 2017 Results

Exhibit CST Brands, Inc. Reports First Quarter 2017 Results ? First Quarter Highlights: ? First Quarter 2017 Net Income of $3 million , or $ 0.04 per diluted share. Excluding certain merger-related items discussed below, Net Income was $12 million or $0.15 per diluted share ? Canadian Merchandise and Services Gross Profit increased 11% with Same Store Merchandise and Services Sales Per Site Per Da

May 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20171qform8-kearningsre.htm 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): May 8, 2017 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction

February 28, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20164qform8-kearningsre.htm 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): February 27, 2017 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisd

February 28, 2017 EX-99.1

CST Brands, Inc. Reports Fourth Quarter and Year-End 2016 Results

Exhibit CST Brands, Inc. Reports Fourth Quarter and Year-End 2016 Results ? Fourth Quarter Highlights: ? Fourth Quarter 2016 Net Income of $18 million , or $0.23 per diluted share ? U.S. and Canadian Merchandise and Services Gross Profit increased 19% and 5%, respectively ? Core Same Store Merchandise and Services Gross Margin Percent in the U.S. increased by 60 basis points in the Fourth Quarter

February 28, 2017 10-K

CST Brands 10-K (Annual Report)

10-K 1 cstq42016form10k.htm 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

February 28, 2017 EX-10.31

RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US)

Exhibit 10.31 RESTRICTED STOCK UNIT AWARD AGREEMENT Employee Restricted Stock Unit Award (US) This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, an Employee of the Company or one of its affiliates (“Participant”), who agree as follows: 1.Introduction. Pursuant to the CST Brands, Inc. Amended an

February 28, 2017 EX-10.32

RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US)

EX-10.32 4 exhibit1032rsuawardagreeme.htm EXHIBIT 10.32 Exhibit 10.32 RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Employee Director Restricted Stock Unit Award (US) This Restricted Stock Unit Award Agreement (this “RSU Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”),

February 28, 2017 EX-10.24

Separation Agreement

Exhibit 10.24 Separation Agreement This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and , of CST (“” or “Executive”) effective as of the 1st day of March, 2016 (the “Effective Date”). 1) Purpose. The purpose of this Separation Agreement (this “Agreement”) is to retain the services of and to reinforce and encourage the continuing attention, d

February 28, 2017 EX-21.1

CST RETAIL ENTITIES NAME OF ENTITY JURISDICTION AUTOTRONIC SYSTEMS, INC. Delaware BACON GROCERY COMPANY, LLC Georgia BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.)

EX-21.1 5 exhibit211-cstlistofsubsid.htm EXHIBIT 21.1 Exhibit 21.1 CST RETAIL ENTITIES NAME OF ENTITY JURISDICTION AUTOTRONIC SYSTEMS, INC. Delaware BACON GROCERY COMPANY, LLC Georgia BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delawa

February 10, 2017 SC 13G/A

CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment

cstbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to desig

December 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

Document 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): December 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commis

November 16, 2016 EX-99.1

CST BRANDS, INC. ANNOUNCES STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD INC.

Exhibit Exhibit 99.1 CST BRANDS, INC. ANNOUNCES STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD INC. SAN ANTONIO, November 16, 2016 ?? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today announced that its stockholders approved the previously announced merger agreement with a U.S. subsidiary of Alimenta

November 16, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Document 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): November 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commis

November 8, 2016 10-Q

CST Brands 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743

November 7, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 7, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commiss

November 7, 2016 EX-99.1

CST Brands, Inc. Reports Third Quarter 2016 Results

Exhibit CST Brands, Inc. Reports Third Quarter 2016 Results ? Third Quarter 2016 Net Income of $260 million , or $3.41 per diluted share compared to the Third Quarter 2015 Net Income of $85 million or $1.12 per diluted share. Excluding certain items discussed below from the Third Quarter of 2016 and the gain from the Company's sale of its California and Wyoming convenience stores, earnings per dil

October 18, 2016 8-K

Regulation FD Disclosure

8-K 1 cst2016form8-kseptember201.htm 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): October 18, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdi

October 18, 2016 8-K

CST Brands 8-K (Current Report/Significant Event)

Document 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): October 14, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commiss

October 11, 2016 DEFA14A

CST Brands DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC.

October 11, 2016 DEFM14A

CST Brands DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 19, 2016 8-K

Regulation FD Disclosure

Document 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): September 19, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commi

September 16, 2016 PREM14A

CST Brands PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 6, 2016 SC 13G/A

CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) August 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

August 29, 2016 SC 13D/A

CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive

August 25, 2016 DEFA14A

CST Brands DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC.

August 25, 2016 DEFA14A

CST Brands DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC.

August 23, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time

EX-2.1 2 d246774dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the

August 23, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fi

August 23, 2016 EX-10.1

UNCONDITIONAL GUARANTY

EX-10.1 Exhibit 10.1 EXECUTION VERSION UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this ?Guaranty?) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (?Guarantor?), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (?

August 23, 2016 EX-10.1

UNCONDITIONAL GUARANTY

EX-10.1 Exhibit 10.1 EXECUTION VERSION UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this ?Guaranty?) is made as of August 21, 2016, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada (?Guarantor?), having a notice address of 4204 Boul. Industriel, Laval, Quebec H7L 0E3, to and for the benefit of CST Brands, Inc., a Texas corporation (?

August 23, 2016 DEFA14A

CST Brands 8-K

DEFA14A 1 d246774d8k.htm 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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of inco

August 23, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CIRCLE K STORES INC., ULTRA ACQUISITION CORP. and CST BRANDS, INC. Dated as of August 21, 2016 Table of Contents Page ARTICLE 1 THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving Corporation 2 Se

August 22, 2016 DEFA14A

CST Brands DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC.

August 22, 2016 DEFA14A

CST Brands DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Under Rule 14a-12 CST BRANDS, INC.

August 22, 2016 DEFA14A

CST Brands DEFA14A

DEFA14A 1 d64239ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14

August 22, 2016 DEFA14A

CST Brands DEFA14A

DEFA14A 1 d64239ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14

August 22, 2016 EX-99.1

CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence

EX-99.1 2 d246010dex991.htm EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Signifi

August 22, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d246010d8k.htm 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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorpor

August 22, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d246010d8k.htm 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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorpor

August 22, 2016 EX-99.1

CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence

EX-99.1 2 d246010dex991.htm EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Signifi

August 22, 2016 DEFA14A

CST Brands 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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

August 22, 2016 DEFA14A

CST Brands 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): August 21, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

August 22, 2016 EX-99.1

CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence

EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Significant Presence in San Antonio

August 22, 2016 EX-99.1

CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence

EX-99.1 Exhibit 99.1 CST BRANDS, INC. ANNOUNCES MERGER AGREEMENT WITH ALIMENTATION COUCHE-TARD INC. IN A $4.4 BILLION CASH MERGER TRANSACTION Transaction Creates a Leading North American Convenience Store Operator Committed to Customer Service and Operational Excellence Delivers Immediate and Compelling Value to CST Stockholders Merged Company Values Maintaining Significant Presence in San Antonio

August 16, 2016 8-K

Regulation FD Disclosure

Document 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): August 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commissi

August 5, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20162qform8-kearningsre.htm 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): August 5, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdict

August 5, 2016 EX-99.2

2Q16 Earnings Call August 5, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking sta

EX-99.2 3 a2q16earningscallpptcst.htm EXHIBIT 99.2 2Q16 Earnings Call August 5, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933,

August 5, 2016 EX-99.1

CST Brands, Inc. Reports Second Quarter 2016 Results

Exhibit CST Brands, Inc. Reports Second Quarter 2016 Results ? Second Quarter 2016 Net Income of $27 million , or $0.36 per diluted share; an increase of 8% and 13% in net income and earnings per diluted share, respectively, over the Second Quarter 2015 Net Income of $25 million or $0.32 per diluted share. Excluding special items from the Second Quarter of 2016 and 2015, earnings per diluted share

August 5, 2016 EX-10.2

CST BRANDS, INC. FORM OF MARKET SHARE UNITS AWARD AGREEMENT

Exhibit 10.2 CST BRANDS, INC. FORM OF MARKET SHARE UNITS AWARD AGREEMENT Target No. of Market Share Units: This Agreement (including its Exhibits, the "Agreement") is made by and between CST Brands, Inc., a Delaware corporation (the “Company”), and (the “Participant”) with an effective date of March , 2016 (“Date of Grant”). RECITALS A. The Board of Directors of the Company (the “Board”) has adopt

August 5, 2016 EX-10.1

ASSET PURCHASE AGREEMENT by and among CST CALIFORNIA STATIONS, INC. CST SERVICES LLC as Sellers, 7-ELEVEN, INC. SEI FUEL SERVICES, INC. as Buyers Dated as of May 3, 2016

Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT by and among CST CALIFORNIA STATIONS, INC. and CST SERVICES LLC as Sellers, and 7-ELEVEN, INC. and SEI FUEL SERVICES, INC. as Buyers Dated as of May 3, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .................................................................................................................... 1 Section 1.1Definitions

August 4, 2016 10-Q

CST Brands 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST B

July 18, 2016 8-K

Regulation FD Disclosure

Document 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): July 18, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission

July 8, 2016 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): July 7, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb

July 8, 2016 EX-99.1

CST Brands completes the sale of California and Wyoming stores

EX-99.1 2 exhibit991-closingonsaleof.htm EXHIBIT 99.1 CST Brands completes the sale of California and Wyoming stores San Antonio, Texas, July 7, 2016 - CST Brands (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today the closing of the previously announced sale of all 79 stores in the California and Wyoming markets to 7-Eleven, Inc. and its wholly-owned subsid

June 16, 2016 8-K

Regulation FD Disclosure

8-K 1 cst2016form8-kmay2016fuelm.htm 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 16, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

June 16, 2016 11-K

CST Brands 11-K

11-K 1 a2015form11-k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION

June 13, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 cstbrandsinc8kxannualmeet.htm 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 9, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction

June 9, 2016 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 8, 2016 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2016 to holders of record at the close of business on June 30, 2016. About CST Br

June 9, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 item502ofform8-kofficerch.htm 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 8, 2016 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction (C

June 9, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J.

June 7, 2016 SC 13G/A

CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) May 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

June 6, 2016 10-K/A

CST Brands 10-K/A (Annual Report)

Document FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

June 6, 2016 CORRESP

CST Brands ESP

CORRESP 1 filename1.htm June 6, 2016 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: William H. Thompson, Accounting Branch Chief Re: CST Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 19, 2016 File No. 1-35743 Dear Mr. Thompson: Set forth below are the responses of CST Brands, Inc. (the “Company

June 2, 2016 SC 13D

CST / CST Brands, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CST Brands, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 12646R105 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commun

May 23, 2016 8-K

Regulation FD Disclosure

8-K 1 cst2016form8-kapril2016fue.htm 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): May 23, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio

May 10, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J.

May 6, 2016 EX-99.1

CST Brands enters into definitive agreement with 7-Eleven to sell California and Wyoming stores

CST Brands enters into definitive agreement with 7-Eleven to sell California and Wyoming stores San Antonio, Texas, May 5, 2016 –– CST Brands, Inc.

May 6, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 cst2016form8-ksaleofcalifo.htm 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): May 3, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction

May 6, 2016 EX-99.2

1Q16 Earnings Call May 6, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statem

EX-99.2 3 a1q16earningscallpptcst0.htm EXHIBIT 99.2 1Q16 Earnings Call May 6, 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, a

May 6, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20161qform8-kearningsre.htm 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): May 6, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction

May 6, 2016 EX-99.1

CST Brands, Inc. Reports First Quarter 2016 Results

Exhibit CST Brands, Inc. Reports First Quarter 2016 Results San Antonio, Texas, May 6, 2016 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today reported financial results for the first quarter ended March 31, 2016 . ?We had a strong first quarter led by impressive improvements in retail merchandise sales and gr

May 6, 2016 10-Q

CST Brands 10-Q (Quarterly Report)

10-Q 1 cstq12016form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

April 29, 2016 DEF 14A

CST Brands DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Def

April 29, 2016 DEFA14A

CST Brands DEFA14A

DEFA14A 1 d125798ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rul

April 28, 2016 EX-24.1

POWER OF ATTORNEY

EX-24.1 6 exhibit241-powerofattorney.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Rocky B. Dewbre and Thomas W. Dickson each hereby constitutes and appoints Kimberly S. Lubel and Clayton E. Killinger, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities

April 28, 2016 EX-4.3

CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective June 9, 2016

EX-4.3 2 exhibit43-cstesppplandocum.htm CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.3 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective June 9, 2016 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Table of Contents ARTICLE I PURPOSE AND TERM........................................................................................................4 SECTION 1.1 PURPOSE..................

April 28, 2016 S-8 POS

CST Brands S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 28, 2016 Registration No.

April 25, 2016 SC 13D/A

CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va

April 22, 2016 8-K

Regulation FD Disclosure

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): April 22, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

March 15, 2016 8-K

Regulation FD Disclosure

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): March 15, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

March 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 8, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num

March 9, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby appoints each of Gerard J.

March 9, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby appoints each of Gerard J.

March 8, 2016 EX-99.2

-

Exhibit CST BRANDS, INC. ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES San Antonio, Texas, March 3, 2016 ? CST Brands, Inc. (NYSE: CST), today announced that it is commencing an exploration of strategic alternatives to further enhance stockholder value. In order to facilitate the review, the Board of Directors will oversee the process through a committee of outside, independent directors. The st

March 8, 2016 EX-99.1

CST Brands, Inc. Appoints Seasoned Executives Tad Dickson and Rocky Dewbre to Board of Directors Announces Agreements with JCP Investment Management and Engine Capital, L.P.

EX-99.1 4 exhibit991-cstbrandsincpre.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands, Inc. Appoints Seasoned Executives Tad Dickson and Rocky Dewbre to Board of Directors Announces Agreements with JCP Investment Management and Engine Capital, L.P. San Antonio, Texas, March 3, 2016 - CST Brands, Inc. (NYSE: CST) announced today that it has entered into an agreement with JCP Investment Management (“JCP”) a

March 8, 2016 EX-10.1

SETTLEMENT AGREEMENT

EX-10.1 2 exhibit101-jcpsettlementag.htm EXHIBIT 10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this “Agreement”) by and among CST Brands, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the I

March 8, 2016 EX-10.2

SETTLEMENT AGREEMENT

Exhibit Exhibit 10.2 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT is made and entered into as of March 3, 2016 (this ? Agreement ?) by and among CST Brands, Inc., a Delaware corporation (the ? Company ?), and the entities and natural persons listed on the signature page hereto (each, an ? Investor ? and collectively, the ? Investors ?). The Company and the Investors are referred to herein as the

March 8, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 cst2016form8-kstrategicrev.htm 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): March 2, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

March 7, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 cst8-kstip2015performancem.htm 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): March 1, 2016 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction

March 3, 2016 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, March 3, 2016 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on April 15, 2016 to holders of record at the close of business on March 31, 2016. About CST Brands, Inc.

March 3, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cst2016form8-kq1dividendsd.htm 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): March 3, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

February 29, 2016 DFAN14A

CST Brands FEBRUARY 29, 2016

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

February 19, 2016 EX-10.30

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED HEREIN), and, solely fo

EX-10.30 4 exhibit1030-stockandmember.htm EXHIBIT 10.30 EXECUTION COPY Exhibit 10.30 STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CST BRANDS, INC. (“Buyer”), THE JONES COMPANY, PATAGONIA PARTNERS, LLC AND JAMES A. WALKER, JR. (“Sellers”), solely for purposes of Section 4.12 and Section 9.13, THE COMPANIES (AS DEFINED HEREIN), and, solely for purposes of Section 4.4 and Section 4.1

February 19, 2016 EX-99.3

EX-99.3

EX-99.3 4 exhibit993merchandiseandse.htm EXHIBIT 99.3

February 19, 2016 EX-99.1

CST Brands, Inc. Reports Fourth Quarter and Year-End 2015 Results Fourth Quarter: - Fourth Quarter 2015 Net Income of $25 million, or $0.34 per diluted share; $0.55 excluding special items - U.S. Merchandise and Services Gross Profit increased 6% - S

EX-99.1 2 exhibit991cst4q2015earning.htm EXHIBIT 99.1 CST Brands, Inc. Reports Fourth Quarter and Year-End 2015 Results Fourth Quarter: - Fourth Quarter 2015 Net Income of $25 million, or $0.34 per diluted share; $0.55 excluding special items - U.S. Merchandise and Services Gross Profit increased 6% - Same Store Merchandise and Services Sales increased in both the U.S. and Canada (excluding foreig

February 19, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20154qform8-kearningsre.htm 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): February 19, 2016 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisd

February 19, 2016 10-K

CST / CST Brands, Inc. 10-K - Annual Report - 10-K

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, INC. (

February 19, 2016 EX-10.25

AMENDMENT AMENDED AND RESTATED OMNIBUS AGREEMENT

Exhibit 10.25 AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT This Amendment to Amended and Restated Omnibus Agreement (the “Amendment”) is entered into on, and effective as of, January 1, 2016 (the “Effective Date”), and is by and among CrossAmerica Partners LP (formerly known as Lehigh Gas Partners LP), a Delaware limited partnership (the “MLP” or the “Partnership”), CrossAmerica GP LLC (for

February 19, 2016 EX-21.1

CST RETAIL ENTITIES

Exhibit 21.1 CST RETAIL ENTITIES NAME OF ENTITY JURISDICTION AUTOTRONIC SYSTEMS, INC. Delaware BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delaware CROSSAMERICA GP LLC Delaware CST ARIZONA, LLC Delaware CST ARIZONA STATIONS, INC. (for

February 19, 2016 EX-10.28

FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US)

Exhibit 10.28 FORM OF AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (US) This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and /$ParticipantName$/, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as follows

February 19, 2016 EX-99.2

Year-End & 4Q15 Earnings Call February 19, 2016 Investor Update February 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predi

EX-99.2 3 a4q15earningscallpptcstc.htm EXHIBIT 99.2 Year-End & 4Q15 Earnings Call February 19, 2016 Investor Update February 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe har

February 16, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J.

February 10, 2016 SC 13G/A

CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment

cstbrandsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to desig

February 4, 2016 EX-10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 exhibit101fourthamendmentt.htm EXHIBIT 10.1 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT, dated as of January 29, 2016 (this “Amendment”), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013, the Second Amendment dated as of September 30, 2014 and the Third Amendment dated as of Decembe

February 4, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 cst2016form8-kcreditagreem.htm 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): January 29, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdi

January 29, 2016 8-K

Regulation FD Disclosure

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): January 28, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission F

January 26, 2016 EX-99

JOINT FILING AGREEMENT

EX-99 2 cstex99.htm JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is made and entered into by and among Iridian Asset Management LLC, David L. Cohen and Harold J. Levy. The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the “Filings”) required to be filed by them pursuant to Section

January 26, 2016 SC 13G

CST / CST Brands, Inc. / IRIDIAN ASSET MANAGEMENT LLC/CT Passive Investment

SC 13G 1 cst13g12312015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CST Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 12646R105 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

January 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 8, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

January 7, 2016 EX-99.2

CST BRANDS, INC. ANNOUNCES PURSUIT OF A REAL ESTATE VENTURE TO REDUCE COST OF CAPITAL AND ACCELERATE FUTURE GROWTH Provides Update On Ongoing Efforts to Enhance Stockholder Value

EX-99.2 3 exhibit992-cst1616realesta.htm EXHIBIT 99.2 CST BRANDS, INC. ANNOUNCES PURSUIT OF A REAL ESTATE VENTURE TO REDUCE COST OF CAPITAL AND ACCELERATE FUTURE GROWTH Provides Update On Ongoing Efforts to Enhance Stockholder Value SAN ANTONIO – (BUSINESS WIRE) – January 6, 2016 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in

January 7, 2016 EX-99.1

Investor Update January 2016 Investor Update January 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future

a2016-01januaryxinvestor Investor Update January 2016 Investor Update January 2016 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s and Partnership?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

January 7, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cst2016form8-k1616investor.htm 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): January 6, 2016 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdic

December 16, 2015 8-K

CST Brands 8-K (Current Report/Significant Event)

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): December 16, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission

December 10, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 8, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

December 10, 2015 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, December 9, 2015 ? CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on January 15, 2016 to holders of record at the close of business on December 31, 2015. About CST Bran

November 30, 2015 S-8

CST Brands S-8

S-8 1 cstnov2015forms-8employees.htm S-8 As filed with the Securities and Exchange Commission on November 30, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 46-1365950 (State or other jurisdiction of in

November 30, 2015 EX-4.3

CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective January 1, 2016 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Table of Contents

Exhibit Exhibit 4.3 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective January 1, 2016 CST BRANDS, INC. EMPLOYEE STOCK PURCHASE PLAN Table of Contents ARTICLE I PURPOSE AND TERM???????????????..?..???.. 4 SECTION 1.1 PURPOSE SECTION 1.2 TERM OF PLAN ARTICLE II DEFINITIONS????????????????????????. 5 SECTION 2.1 DEFINITIONS SECTION 2.2 CONSTRUCTION ARTICLE III ELIGIBILITY AND PARTICIPATON??????

November 25, 2015 8-K

CST Brands 8-K (Current Report/Significant Event)

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): November 19, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission

November 25, 2015 EX-99.1

CST Brands, Inc. Names Joseph E. Reece To Board

Exhibit CST Brands, Inc. Names Joseph E. Reece To Board San Antonio, Texas, November 24, 2015 - CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, today announced that the Board of Directors has appointed Joseph E. Reece as an independent director of the Company. Mr. Reece will also serve on the Company?s Executive and Nominating and Governance Committees.

November 25, 2015 EX-99.2

Flash Foods Acquisition November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking

EX-99.2 3 flashfoodsacquisition-no.htm EXHIBIT 99.2 Flash Foods Acquisition November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of

November 25, 2015 EX-99.1

CST Brands enters into definitive agreement to purchase Flash Foods store network

EX-99.1 2 exhibit991-flashfoodspress.htm EXHIBIT 99.1 For Immediate Release November 25, 2015 CST Brands enters into definitive agreement to purchase Flash Foods store network (SAN ANTONIO, TX) –– CST Brands, Inc. (NYSE: CST), a San Antonio-based Fortune 500 fuel and convenience retailer, announced today that it had entered into a definitive agreement to acquire the Flash Foods store network of co

November 25, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 24, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

November 17, 2015 8-K

CST Brands 8-K (Current Report/Significant Event)

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): November 16, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission

November 12, 2015 EX-99.1

CST Investor Update November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking sta

EX-99.1 2 a201511novemberinvestoru.htm EXHIBIT 99.1 CST Investor Update November 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933

November 12, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 11, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRAND

November 4, 2015 EX-99.2

3Q 2015 Earnings Call November 4, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s and Partnership’s or management’s expectations or predictions of the future are forward-lookin

a3q15earningscallppt-cst 3Q 2015 Earnings Call November 4, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s and Partnership?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

November 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

November 4, 2015 EX-99.1

CST Brands, Inc. Reports Third Quarter 2015 Results - Third Quarter 2015 Net Income of $85 million or $1.12 per diluted share, a 35% increase over Third Quarter 2014 - EBITDA of $174 million, an increase of 25% over Third Quarter 2014 - Adjusted EBIT

CST Brands, Inc. Reports Third Quarter 2015 Results - Third Quarter 2015 Net Income of $85 million or $1.12 per diluted share, a 35% increase over Third Quarter 2014 - EBITDA of $174 million, an increase of 25% over Third Quarter 2014 - Adjusted EBITDA of $294 million and Adjusted Earnings Per Share of $2.12 - Same Store Merchandise Sales Increases of 4% in both the U.S. and Canada San Antonio, Te

October 27, 2015 SC 13D/A

CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va

October 2, 2015 EX-99.J

UNIT PURCHASE PLAN ENGAGEMENT AGREEMENT

UNIT PURCHASE PLAN ENGAGEMENT AGREEMENT This Unit Purchase Plan Engagement Agreement, dated as of September 18, 2015 (this “Agreement”), is made between CST Services, LLC (the “Purchaser”), a wholly owned subisidiary of CST Brands, Inc.

October 2, 2015 SC 13D/A

CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D/A Activist Investment

SC 13D/A 1 caplschedule13daseptember2.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Coun

September 21, 2015 EX-99.1

CST Brands Announces Purchase Program for Common Units of CrossAmerica Partners LP

Exhibit CST Brands Announces Purchase Program for Common Units of CrossAmerica Partners LP SAN ANTONIO, TX September 21, 2015 - CST Brands, Inc.

September 21, 2015 8-K

Financial Statements and Exhibits, Other Events

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): September 21, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil

September 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): September 10, 2015 CST Brands, Inc. (Exact name of registrant specified in its charter) Delaware 001-35743 46-1365950 (State or Other Jurisdiction (Commission (IRS Employer Of Incorpo

September 14, 2015 EX-99.1

CST Brands, Inc. Investor Update September 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking stateme

EX-99.1 2 a201509roadshow091320151.htm EXHIBIT 99.1 CST Brands, Inc. Investor Update September 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as ame

September 14, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 14, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil

September 11, 2015 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, September 11, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company?s common stock in the amount of $0.0625 per share. The dividend is payable on October 15, 2015 to holders of record at the close of business on September 30, 2015

September 11, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 11, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil

August 17, 2015 8-K

Regulation FD Disclosure

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): August 17, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

August 7, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, IN

August 7, 2015 EX-99.2

Q2 2015 Earnings Call August 7, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements and are

cstearningscallppt2q2015 Q2 2015 Earnings Call August 7, 2015 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company?s or management?s expectations or predictions of the future are forward-looking statements and are intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

August 7, 2015 EX-99.1

CST Brands, Inc. Reports Second Quarter 2015 Results - Reported Net Income of $25 million or 32 cents per diluted share - Same Store Merchandise Sales Increases in Both the U.S. and Canada - Second Dropdown Transaction Closed on July 1st

Exhibit 99.1 CST 2Q2015 Earnings Release CST Brands, Inc. Reports Second Quarter 2015 Results - Reported Net Income of $25 million or 32 cents per diluted share - Same Store Merchandise Sales Increases in Both the U.S. and Canada - Second Dropdown Transaction Closed on July 1st San Antonio, Texas, August 7, 2015 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuel

July 10, 2015 SC 13D

CAPL / CrossAmerica Partners LP / CrossAmerica Partners LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va

July 1, 2015 8-K

Other Events

8-K 1 cst2015form8-kjulyclosingo.htm 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): July 1, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio

June 30, 2015 8-K

Regulation FD Disclosure

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 30, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num

June 15, 2015 8-K

Other Events

8-K 1 cst2015form8-kjunedropdown.htm 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 15, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

June 11, 2015 11-K

CST Brands 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 15

June 9, 2015 8-K

Submission of Matters to a Vote of Security Holders

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 4, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb

June 8, 2015 CORRESP

CST Brands ESP

June 8, 2015 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Attention: William H. Thompson, Accounting Branch Chief Jason Niethamer, Assistant Chief Accountant Donna Di Silvio, Staff Accountant Re: CST Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 27, 2015 File No. 1-35743 Dear Mr. Thompson: Set forth belo

June 8, 2015 10-K/A

FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3574

June 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb

June 4, 2015 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

EX-99.1 2 exhibit991q22015dividendsd.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 3, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2015 to holders of record at the cl

May 8, 2015 EX-99.1

CST Brands, Inc. Reports First Quarter 2015 Results - Reported Net Income of $14 million, an Increase of 27% - U.S. Motor Fuel Gross Profit Increased 43% - Same Store Merchandise Sales Increases in Both the U.S. and Canada

Exhibit 99.1 CST 1Q2015 Earnings Release CST Brands, Inc. Reports First Quarter 2015 Results - Reported Net Income of $14 million, an Increase of 27% - U.S. Motor Fuel Gross Profit Increased 43% - Same Store Merchandise Sales Increases in Both the U.S. and Canada San Antonio, Texas, May 8, 2015 ? CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience

May 8, 2015 EX-10.2

AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (Canada)

Exhibit 10.2 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Unit Award (Canada) This Award Agreement (this ?Agreement?) is between CST Brands, Inc., a Delaware corporation (?Company?), and //, a Non-Employee Director of the Company or one of its affiliates (?Participant?), who agree as follows: 1. Introduction. Pur

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, I

May 8, 2015 EX-10.1

AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Award

EX-10.1 2 exhibit101q12015.htm EXHIBIT 10.1 Exhibit 10.1 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Employee Director Restricted Stock Award This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and //, a Non-Employee Director of the Company or one of its affiliates (“Participant”), who agree as

May 8, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20151qform8-kearningsre.htm 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): May 8, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction

April 21, 2015 DEF 14A

CST Brands DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2015 DEFA14A

CST Brands DEFA14A

DEFA14A 1 d852808ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rul

March 27, 2015 EX-99.1

CST Brands and CrossAmerica Partners announce leadership reorganization

Exhibit 99.1 Financial Disclosure 3.27.15 Exhibit 99.1 CST Brands and CrossAmerica Partners announce leadership reorganization SAN ANTONIO and ALLENTOWN, PA (March 27, 2015) - CST Brands, Inc. (NYSE:CST) (?CST Brands?) and CrossAmerica Partners LP (NYSE:CAPL) (?CrossAmerica?) announced today that Joe Topper, the Chief Executive Officer and President of CrossAmerica, has decided to retire as CEO ef

March 27, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 27, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

March 19, 2015 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby appoints each of Gerard J.

March 9, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num

March 5, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cst2015form8-k3515investor.htm 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): March 5, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

March 5, 2015 EX-99.1

1 Exhibit 99.1 2 Forward Looking and Cautionary Statements This presentation and oral statements made regarding the subjects of this presentation may contain forward-looking statements, which may include, but are not limited to, statements regarding

EX-99.1 2 caplinvestorpresentation.htm EXHIBIT 99.1 1 Exhibit 99.1 2 Forward Looking and Cautionary Statements This presentation and oral statements made regarding the subjects of this presentation may contain forward-looking statements, which may include, but are not limited to, statements regarding our plans, objectives, expectations and intentions and other statements that are not historical fa

March 4, 2015 EX-99.2

CST Brands, Inc Company Update March 2015 Exhibit 99.2 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking

EX-99.2 3 cst20144qinvestorpresent.htm EXHIBIT 99.2 CST Brands, Inc Company Update March 2015 Exhibit 99.2 Safe Harbor Statements Forward-Looking Statements Statements contained in this presentation that state the Company’s or management’s expectations or predictions of the future are forward-looking statements are intended to be covered by the safe harbor provisions of the Securities Act of 1933,

March 4, 2015 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, March 3, 2015 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on April 15, 2015 to holders of record at the close of business on March 31, 2015. About CST Brands,

March 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 cst2015form8-kq1dividendsd.htm 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): March 3, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdicti

February 27, 2015 EX-10.19

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.19 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT, dated as of December 5, 2014 (this “Amendment”), amends that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and the Second Amendment dated as of September 30, 2014, and as further amended, supplemented, restated, or otherwise modified from time to time, the “Credi

February 27, 2015 EX-10.17

FIRST AMENDMENT

Exhibit 10.17 FIRST AMENDMENT FIRST AMENDMENT, dated as of May 1, 2013 (this “Amendment”), to the Credit Agreement dated as of March 20, 2013 (as amended, supplemented, restated, or otherwise modified from time to time, the “Credit Agreement”), among CST BRANDS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties t

February 27, 2015 EX-4.3

W I T N E S S E T H

Exhibit 4.3 Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 29, 2014, among CST Real Estate Holdings, LLC, a Delaware limited liability company (the ?Guaranteeing Subsidiary?), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the ?Company?), the Company, the existing Guarantors (as defined in the Indenture referred to herein)

February 27, 2015 10-K

FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

10-K 1 cst2014form10-k.htm 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

February 27, 2015 EX-4.4

W I T N E S S E T H

EX-4.4 3 exhibit44201410k.htm EXHIBIT 4.4 Exhibit 4.4 Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 6, 2014, among CST Brands Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and CST Brands Holdings, Inc., a Delaware corporation (“Holdings Inc.” and, together with Holdings LLC, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brand

February 27, 2015 EX-4.7

W I T N E S S E T H

EX-4.7 6 exhibit47201410k.htm EXHIBIT 4.7 Exhibit 4.7 Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 1, 2015, among CST Fuel Supply LP, a Delaware limited partnership (the “Guaranteeing Subsidiary”), a subsidiary of CST Brands, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the existing Guarantors (as defined in the Indent

February 27, 2015 EX-9.1

Voting Agreement

Exhibit 9.1 Voting Agreement This VOTING AGREEMENT (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), and each of the persons listed on the signature page hereto (each, an “Equityholder”). Each Equityholder and CST are referred to collectively in this Agreement as the “Parties” and each individually as a “Party.” RECITALS

February 27, 2015 EX-4.5

W I T N E S S E T H

EX-4.5 4 exhibit45201410k.htm EXHIBIT 4.5 Exhibit 4.5 Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2014, among CAPL Operations I, LLC, a Delaware limited liability company (“CAPL Operations”), and CAPL Holding, Inc., a Delaware corporation (“CAPL Holding” and, together with CAPL Operations, the “Guaranteeing Subsidiaries”), each a subsidiary of CST Brands,

February 27, 2015 EX-99.1

CST Brands, Inc. Reports Fourth Quarter and Year-End 2014 Results Fourth Quarter: - Reported Net Income of $94 million, an Increase of 176% Year-Over-Year - U.S. Motor Fuel Gross Profit Increased 123% - Same Store Merchandise Sales Increases in Both

CST Brands, Inc. Reports Fourth Quarter and Year-End 2014 Results Fourth Quarter: - Reported Net Income of $94 million, an Increase of 176% Year-Over-Year - U.S. Motor Fuel Gross Profit Increased 123% - Same Store Merchandise Sales Increases in Both the U.S. and Canada - Acquired the interests of the General Partner and 100% of the IDRs of CrossAmerica Full Year: - Reported Net Income of $200 mill

February 27, 2015 EX-10.25

CONTRIBUTION AGREEMENT

Exhibit 10.25 CONTRIBUTION AGREEMENT This Contribution Agreement (this ?Agreement?), dated as of December 16, 2014 (the ?Execution Date?), is entered into by and among CST Brands, Inc. (?CST?), a Delaware corporation, CST Services LLC (?CST Services?), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware limited partnership (?CAPL?). E

February 27, 2015 EX-21.1

SUBSIDIARIES OF CST BRANDS, INC.

Exhibit 21.1 SUBSIDIARIES OF CST BRANDS, INC. Name of Entity State or Other Jurisdiction of Incorporation or Organization AUTOTRONIC SYSTEMS, INC. Delaware BIG DIAMOND NUMBER 1, LLC (formerly known as Big Diamond Number 1, Inc.) Texas BIG DIAMOND, LLC (formerly known as Big Diamond, Inc.) Texas CAPITAL SPECIALTY OF TEXAS INSURANCE COMPANY Texas CAPL HOLDING, INC. Delaware CAPL OPERATIONS I, LLC De

February 27, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 2015 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

February 27, 2015 EX-4.6

W I T N E S S E T H

EX-4.6 5 exhibit46201410k.htm EXHIBIT 4.6 Exhibit 4.6 Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 26, 2014, among CST Arizona, LLC, a Delaware limited liability company (“CST Arizona”), CST Louisiana, LLC, a Delaware limited liability company (“CST Louisiana”), CST Stations Texas, LLC, a Delaware limited liability company (“CST Stations”), N2I One, LLC, a Del

February 10, 2015 SC 13G/A

CST / CST Brands, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 cstbrandsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: CST Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 12646R105 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursuant to which t

January 9, 2015 EX-99.D

JOINT FILING AGREEMENT

EX-99.d EXHIBIT D JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto), with respect to the common units representing limited partner interests and subordinated units representing limited p

January 9, 2015 EX-99.C

CONTRIBUTION AGREEMENT

EX-99.C 2 d849390dex99c.htm EX-99.C EXHIBIT C CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of December 16, 2014 (the “Execution Date”), is entered into by and among CST Brands, Inc. (“CST”), a Delaware corporation, CST Services LLC (“CST Services”), a Delaware limited liability company and a wholly owned subsidiary of CST, and CrossAmerica Partners LP, a Delaware

January 9, 2015 SC 13D/A

CAPL / CrossAmerica Partners LP / CST Brands, Inc. - SC13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CST Brands, Inc. One Va

January 8, 2015 8-K

Other Events

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): January 2, 2015 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

December 22, 2014 8-K

Entry into a Material Definitive Agreement, Other Events

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): December 16, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

December 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 3, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

December 4, 2014 EX-99.1

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, December 3, 2014 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the Company’s common stock in the amount of $0.0625 per share. The dividend is payable on January 15, 2015 to holders of record at the close of business on December 31, 2014. About CST

November 12, 2014 EX-32.01

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Lubel, President and Chief Executi

November 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 11, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File

November 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRAND

November 12, 2014 EX-31.02

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

November 12, 2014 EX-10.02

IDR PURCHASE AGREEMENT by and among The 2004 Irrevocable agreement of trust of Joseph V. Topper, SR., The 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, CST BRANDS, INC. Dated as of

Exhibit 10.2 IDR PURCHASE AGREEMENT by and among The 2004 Irrevocable agreement of trust of Joseph V. Topper, SR., and The 2008 Irrevocable Agreement of Trust of John B. Reilly, JR., as IDR Sellers, CST BRANDS Holdings, LLC, as IDR Buyer, and CST BRANDS, INC. Dated as of August 6, 2014 ARTICLE I SALE AND PURCHASE 1 Section 1.1 Agreement to Sell and to Purchase 1 Section 1.2 Deliveries at Closing 2

November 12, 2014 EX-99.01

CST Brands, Inc. Reports Third Quarter 2014 Results - U.S. Motor Fuel Gross Profit Increased 52% - U.S. Merchandise Gross Profit Increased 5% - Overall Canada Gross Profit Increased 4% - 25 New Stores Opened Year-to-Date

EX-99.01 2 exhibit991cst3q2014earning.htm EXHIBIT 99.1 CST Brands, Inc. Reports Third Quarter 2014 Results - U.S. Motor Fuel Gross Profit Increased 52% - U.S. Merchandise Gross Profit Increased 5% - Overall Canada Gross Profit Increased 4% - 25 New Stores Opened Year-to-Date San Antonio, Texas, November 11, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuel

November 12, 2014 EX-31.01

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Lubel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstanc

November 12, 2014 EX-32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President an

November 12, 2014 EX-10.01

GP PURCHASE AGREEMENT by and among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, CST BRANDS, INC. Dated as of August 6, 2014 ARTICLE I SALE AND PURCHASE 1 Section 1.1 Agreement to Sell and to Purchase 1 Section 1.2 Deliveries at Closin

Exhibit 10.1 GP PURCHASE AGREEMENT by and among LEHIGH Gas Corporation, as Seller, CST GP, LLC, as GP Buyer, and CST BRANDS, INC. Dated as of August 6, 2014 ARTICLE I SALE AND PURCHASE 1 Section 1.1 Agreement to Sell and to Purchase 1 Section 1.2 Deliveries at Closing 2 Section 1.3 Purchase Price 3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF LGC 3 Section 2.1 Organization; Qualification 4 Section

October 10, 2014 SC 13D

CAPL / CrossAmerica Partners LP / CST Brands, Inc. - SCHEDULE 13D Activist Investment

SC 13D 1 d803685dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CrossAmerica Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 22758A105 (CUSIP Number) Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary CS

October 3, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): September 30, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil

October 3, 2014 EX-10.01

SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

EX-10.01 3 exhibit101secondamendmentt.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT This SECOND AMENDMENT, dated as of September 30, 2014 (this “Amendment”), amends (i) that certain Credit Agreement dated as of March 20, 2013 (as amended by the First Amendment dated as of May 1, 2013 and as further amended, supplemented, rest

October 3, 2014 EX-99.01

CST Brands and Lehigh Gas Partners Announce the Successful Completion of the Acquisition of the General Partner of Lehigh Gas Partners LP (LGP)

EX-99.01 4 exhibit991pressreleasedate.htm EXHIBIT 99.1 Exhibit 99.1 CST Brands and Lehigh Gas Partners Announce the Successful Completion of the Acquisition of the General Partner of Lehigh Gas Partners LP (LGP) • CST Brands acquires the General Partner of Lehigh Gas Partners and all the associated Incentive Distribution Rights (“IDRs”) of LGP • Lehigh Gas Partners to change its name to CrossAmeri

October 3, 2014 EX-4.01

REGISTRATION RIGHTS AGREEMENT

EX-4.01 2 exhibit41registrationright.htm EXHIBIT 4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of October 1, 2014, is entered into by and among CST Brands, Inc., a Delaware corporation (“CST”), the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. (the “Topper Trust”) and the 2008 Irrevocable Agreement of Trust of John B. R

September 16, 2014 EX-10.02

CST BRANDS, INC. INDEMNIFICATION AGREEMENT

Exhibit 10.2 CST BRANDS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is executed to be effective as of , 20 by and between CST Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided

September 16, 2014 EX-10.01

Separation Agreement

Exhibit 10.1 Separation Agreement This Separation Agreement (the “Agreement”) is entered into between CST Brands, Inc. (“CST” or “Company”) and [Name], the [Position] of CST (“[Mr.][Ms.] ” or “Executive”) on this day of , 2014 (the “Effective Date”). 1. Purpose. The purpose of this Separation Agreement (this “Agreement”) is to retain the services of [Mr.][Ms.] and to reinforce and encourage the co

September 16, 2014 EX-10.04

AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Employee Restricted Stock Unit Award

Exhibit 10.4 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Employee Restricted Stock Unit Award This Award Agreement (this “Agreement”) is between CST Brands, Inc., a Delaware corporation (“Company”), and [], an Employee of the Company or one of its affiliates (“Participant”), who agree as follows: Introduction. Pursuant to the CST Brands, Inc. Amended

September 16, 2014 EX-10.03

AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Qualified Stock Option

Exhibit 10.3 AWARD AGREEMENT CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan Non-Qualified Stock Option This Award Agreement (this “Agreement”) is entered into between CST Brands, Inc., a Delaware corporation (“Company”), and Participant pursuant to the terms of the CST Brands, Inc. Amended and Restated 2013 Omnibus Stock and Incentive Plan (as amended, effective June 4

September 16, 2014 EX-99.01

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, September 12, 2014 - CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the company’s common stock in the amount of $0.0625 per share. The dividend is payable on October 15, 2014 to holders of record at the close of business on September 30, 2014. About

September 16, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 12, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission Fil

September 15, 2014 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 4, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

August 12, 2014 EX-31.01

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Bowers, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan

August 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File N

August 12, 2014 EX-32.01

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Bowers, President and Chief Executive O

August 12, 2014 EX-32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President and Chi

August 12, 2014 EX-99.01

CST Brands, Inc. Reports Second Quarter 2014 Results -U.S. Merchandise Gross Profit Dollars Increased 5% -14 New Stores Opened Year-to-Date

CST Brands, Inc. Reports Second Quarter 2014 Results -U.S. Merchandise Gross Profit Dollars Increased 5% -14 New Stores Opened Year-to-Date San Antonio, Texas, August 12, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North America, today reported financial results for the second quarter ended June 30, 2014. Three Months

August 12, 2014 EX-31.02

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

August 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, IN

August 12, 2014 EX-10.01

CST BRANDS, INC. AMENDED AND RESTATED 2013 OMNIBUS STOCK AND INCENTIVE PLAN

EX-10.01 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 CST BRANDS, INC. AMENDED AND RESTATED 2013 OMNIBUS STOCK AND INCENTIVE PLAN This Plan, in its amended and restated form, shall be effective as of June 4, 2014, pending approval by the Company’s stockholders at the 2014 Annual Meeting of stockholders. Awards granted prior to the effective date of this amendment and restatement shall be subject to,

August 7, 2014 EX-99.02

CST Brands and Lehigh Gas Partners Investor Conference Call CST Brands’ Strategic Acquisition of LGP’s General Partner and IDRs August 7, 2014 Safe Harbor Statements Safe Harbor for Forward-Looking Statements Statements contained in this presentation

investorconferencecallpr CST Brands and Lehigh Gas Partners Investor Conference Call CST Brands’ Strategic Acquisition of LGP’s General Partner and IDRs August 7, 2014 Safe Harbor Statements Safe Harbor for Forward-Looking Statements Statements contained in this presentation that state the companies’ or their respective managements’ (CST Brands, Lehigh Gas Partners or affiliates) expectations or predictions of the future are forward-looking.

August 7, 2014 EX-99.01

CST Brands, Inc. to Acquire the General Partner of Lehigh Gas Partners LP (LGP) - CST Brands to acquire the General Partner of Lehigh Gas Partners and all the associated Incentive Distribution Rights (“IDRs”) of LGP - Creates a sponsor-backed, growth

Exhibit 99.1 CST Brands, Inc. to Acquire the General Partner of Lehigh Gas Partners LP (LGP) - CST Brands to acquire the General Partner of Lehigh Gas Partners and all the associated Incentive Distribution Rights (“IDRs”) of LGP - Creates a sponsor-backed, growth-oriented MLP vehicle - Provides CST Brands with a platform for a long-term drop down strategy of its U.S. wholesale fuel supply business

August 7, 2014 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 6, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Nu

June 27, 2014 11-K

CST / CST Brands, Inc. 11-K - - 11-K

11-K 1 form11-k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPO

June 5, 2014 8-K

Submission of Matters to a Vote of Security Holders - 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 4, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb

June 4, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 3, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Numb

June 4, 2014 EX-99.01

CST Brands, Inc. Declares Cash Dividend on Common Stock

Exhibit 99.1 CST Brands, Inc. Declares Cash Dividend on Common Stock SAN ANTONIO, June 3, 2014 -CST Brands, Inc. (NYSE: CST) announced today that its Board of Directors has declared a quarterly cash dividend on the company’s common stock in the amount of $0.0625 per share. The dividend is payable on July 15, 2014 to holders of record at the close of business on June 30, 2014. About CST Brands, Inc

May 13, 2014 EX-32.01

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly S. Bowers, President and Chief Executive

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10–Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-35743 CST BRANDS, I

May 13, 2014 EX-32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CST Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton E. Killinger, Senior Vice President and Ch

May 13, 2014 EX-31.01

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kimberly S. Bowers, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan

May 13, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cst20141q10qform8-kearning.htm 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): May 13, 2014 CST BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdictio

May 13, 2014 EX-99.1

CST Brands, Inc. Reports First Quarter 2014 Results -U.S. Fuel Gross Margin Dollars Increased 19% -U.S. Merchandise Gross Margin Dollars Increased 6% -Nine New Stores Opened Year-to-Date

EX-99.1 2 ex991cst20141q10qearningsr.htm EXHIBIT 99.1 CST Brands, Inc. Reports First Quarter 2014 Results -U.S. Fuel Gross Margin Dollars Increased 19% -U.S. Merchandise Gross Margin Dollars Increased 6% -Nine New Stores Opened Year-to-Date San Antonio, Texas, May 13, 2014 – CST Brands, Inc. (NYSE: CST), one of the largest independent retailers of motor fuels and convenience merchandise in North A

May 13, 2014 EX-31.02

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Clayton E. Killinger, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CST Brands, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumst

April 21, 2014 DEF 14A

- DEFINITIVE NOTICE & PROXY STATEMENT

DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2014 DEFA14A

- DEFA14A

DEFA14A 1 cst2014defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

April 15, 2014 EX-3.01

AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC.

EX-3.01 2 exhibit312014bylaws.htm EXHIBIT 3.01 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CST BRANDS, INC. These Amended and Restated Bylaws (the “Bylaws”) of CST Brands, Inc., a Delaware corporation, are effective as of April 30, 2013 and hereby amend and restate the previous by-laws of CST Brands, Inc., which are hereby deleted in their entirety and replaced with the following: ARTICLE I MEETING

April 15, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 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): April 8, 2014 CST Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35743 46-1365950 (State or other jurisdiction of incorporation) (Commission File Num

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