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•	future retail and wholesale gross profits, including gasoline, diesel and convenience store merchandise gross profits;

•	our anticipated level of capital investments, primarily through third party acquisitions and drop down transactions with CST, and the effect of these capital investments on our results of operations;

•	anticipated trends in the demand for, and volumes sold of, gasoline and diesel in the regions where we operate;

•	volatility in the capital and credit markets;

•	our ability to integrate acquired businesses and to transition retail sites to dealer operated sites;

•	expectations regarding environmental, tax and other regulatory initiatives; and

•	the effect of general economic and other conditions on our business.

•	availability of cash flow to pay the current quarterly distributions on our common units;

•	the availability and cost of competing motor fuels;

•	motor fuel price volatility or a reduction in demand for motor fuels;

•	competition in the industries and geographical areas in which we operate;

•	the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

•	our existing or future indebtedness;

•	our liquidity, results of operations and financial condition;

•	failure to comply with applicable tax and other regulations or governmental policies;

•	future legislation and changes in regulations or governmental policies or changes in enforcement or interpretations thereof;

•	future regulations and actions that could expand the non-exempt status of employees under the Fair Labor Standards Act;

•	future income tax legislation;

•	changes in energy policy;

•	increases in energy conservation efforts;

•	technological advances;

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•	the impact of worldwide economic and political conditions;

•	the impact of wars and acts of terrorism;

•	weather conditions or catastrophic weather-related damage;

•	earthquakes and other natural disasters;

•	hazards and risks associated with transporting and storing motor fuel;

•	unexpected environmental liabilities;

•	the outcome of pending or future litigation;

•	our ability to comply with federal and state regulations, including those related to environmental matters, the sale of alcohol, cigarettes and fresh foods, and employment laws and health benefits;

•	CST’s business strategy and operations and CST’s conflicts of interest with us.

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•	“We,” “us,” “our” and “Partnership,” “CrossAmerica” or like terms refer to CrossAmerica Partners LP, a Delaware limited partnership, and, where appropriate in context, to one or more of its subsidiaries, or all of them taken as a whole.

•	“General Partner” refers to CrossAmerica GP, LLC, a Delaware limited liability company and our general partner.

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“CST” refers to CST Brands, Inc., a Delaware corporation, and, where appropriate in context, to one or more of CST’s subsidiaries without the inclusion or consolidation of the operations or subsidiaries of CrossAmerica Partners LP. CST includes CST’s ownership of 100% of the equity interests in the General Partner, 100% of the outstanding incentive distribution rights of CrossAmerica Partners LP and any common units of CrossAmerica Partners LP owned by CST.

•	“Board” refers to the Board of Directors of our General Partner.

•	“IPO” refers to our initial public offering that occurred on October 30, 2012. In connection with the IPO, a portion of the business of Dunne Manning, Inc. (“DMI”) and its subsidiaries and affiliates was contributed to the Partnership.

•	“Partnership Agreement” refers to the First Amended and Restated Limited Partnership Agreement of CrossAmerica, as amended.

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“Predecessor” or “Predecessor Entity” refer to the wholesale distribution business of Lehigh Gas - Ohio, LLC, and real property and leasehold interests contributed to us in connection with the IPO by Joseph V. Topper, Jr., our former Chief Executive Officer and continuing member of the Board. This was the portion of the business of DMI and its subsidiaries and affiliates contributed to the Partnership in connection with the IPO.

•	“Valero” refers to Valero Energy Corporation and, where appropriate in context, to one or more of its subsidiaries, or all of them taken as a whole.

•	The term “rack” refers to the price at which a wholesale distributor generally purchases motor fuel from an integrated oil company or refiner at the terminal.

•	The term “DTW” refers to dealer tank wagon contracts, which are variable cent per gallon priced wholesale motor fuel distribution or supply contracts.

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The terms “affiliated dealers” or “DMS” refer to Dunne Manning Stores LLC (formerly known as Lehigh Gas-Ohio, LLC), an entity associated with Joseph V. Topper, Jr., a member of our Board and a related party. An affiliated dealer is an operator of retail motor fuel stations that purchases all of its motor fuel requirements from CrossAmerica on a wholesale basis under rack plus pricing. Affiliated dealers lease retail sites from CrossAmerica in accordance with a master lease agreement between the affiliated dealers and CrossAmerica.

•	The term “asset drops” refers to CST’s sale of ownership interests in its U.S. wholesale fuel supply business or its “New to Industry” real property (“NTI”) convenience stores to CrossAmerica.

•	Incentive distribution rights (“IDRs”) are partnership interests that provide for special distributions associated with increasing partnership distributions. CST is the owner of 100% of the outstanding IDRs of CrossAmerica.

•	The “GP Purchase” refers to CST’s purchase from Lehigh Gas Corporation (“LGC”) of 100% of the equity interests in the “General Partner” that was consummated on October 1, 2014. After the GP Purchase, the name of Lehigh Gas Partners LP was changed to CrossAmerica Partners LP.

•	The “IDR Purchase” refers to CST’s purchase of all of the membership interests in limited liability companies formed by the 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. and the 2008 Irrevocable Agreement of Trust of John B. Reilly, Jr., which owned all of the IDRs in Lehigh Gas Partners LP.

•	Concurrent with the GP Purchase and IDR Purchase, LGC changed its name to Dunne Manning, Inc. (“DMI”). DMI is a company controlled by Joseph V. Topper, Jr., a member of our Board.

•	The term Amended Omnibus Agreement refers to the Amended and Restated Omnibus Agreement, dated October 1, 2014, by and among CrossAmerica, the General Partner, DMI, DMS, CST Services LLC and Joseph V. Topper, Jr., which

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•	The term “PMI” refers to our April 2014 acquisition of Petroleum Marketers, Incorporated, which resulted in the acquisition of retail sites in Virginia and West Virginia.

•	The term “Erickson” refers to our February 2015 acquisition of all of the outstanding capital stock of Erickson Oil Products, Inc. and separate purchases of certain related assets, which resulted in the acquisition of retail sites located in Minnesota, Michigan, Wisconsin and South Dakota.

•	The term “One Stop” refers to our July 2015 purchase of the company-operated One Stop convenience store network based in Charleston, West Virginia, along with commission agent sites, dealer fuel supply agreements and a freestanding franchised quick service restaurant.

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•	Lehigh Gas Wholesale LLC (“LGW”), which distributes motor fuels on a wholesale basis and generates qualified income under Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”);

•	LGP Realty Holdings LP (“LGPR”), which functions as the real estate holding company of CrossAmerica and holds the assets that generate rental income that is qualifying under Section 7704(d) of the Internal Revenue Code; and

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Lehigh Gas Wholesale Services, Inc. (“LGWS”), which owns and leases (or leases and sub-leases) real estate and personal property used in the retail distribution of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company-operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from the retail distribution of motor fuels, convenience items and rental income from leases of real property to a related party is not qualifying income under Section 7704(d) of the Internal Revenue Code.

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•	The independent dealer owns or leases the property and owns all fuel and convenience store inventory.

•	We contract to exclusively distribute fuel to the independent dealer at a fixed mark-up per gallon and, in some cases, DTW.

•	Distribution contracts with independent dealers are typically 7 to 10 years in length.

•	As of December 31, 2015, the average remaining distribution contract term was 5.1 years.

•	We own or lease the property and then lease or sublease the site to a dealer.

•	The lessee dealer owns all fuel and convenience store inventory and sets its own pricing and gross profit margins.

•	We collect wholesale fuel margins at a fixed mark-up per gallon and, in some cases, DTW.

•	Under our distribution contracts, we agree to supply a particular branded motor fuel or unbranded motor fuel to a site or group of sites and arrange for all transportation.

•	Exclusive distribution contracts with dealers who lease property from us run concurrent in length to the site’s lease period (generally 3 to 10 years).

•	Leases are generally triple net leases.

•	As of December 31, 2015, the average remaining lease agreement term was 3.4 years.

•	We own or lease the property and then lease or sublease the site to DMS.

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•	We entered into a 15-year motor fuel distribution agreement with DMS pursuant to which we distribute to DMS motor fuels at a fixed mark-up per gallon.

•	We entered into 15-year triple-net lease agreements with DMS pursuant to which DMS leases sites from us.

•	DMS owns motor fuel and convenience store inventory and sets its own pricing and gross profit margin.

•	As of December 31, 2015, the average remaining term on our fuel distribution agreements with DMS was 11.8 years. The average remaining term on our lease agreements with DMS was 12.1 years.

•	In conjunction with the joint acquisitions of Nice N Easy Grocery Shoppes (“Nice N Easy”) and Landmark Industries Stores (“Landmark”) with CST, we own the property and then lease or sublease the site to CST.

•	We entered into a 10-year fuel distribution agreement with CST, pursuant to which we distribute to CST motor fuels at a fixed mark-up per gallon.

•	We entered into 10-year triple-net lease agreements with CST pursuant to which CST leases sites from us.

•	CST owns all fuel and convenience store inventory and sets its own pricing and gross profit margin.

•	As of December 31, 2015, the remaining term on our fuel distribution agreement and lease terms associated with these acquisitions with CST was 8.9 years.

•	We own or lease the property, operate the convenience store and retain all profits from motor fuel and convenience store operations.

•	We own the motor fuel inventory at the sites and set the motor fuel pricing at the sites.

•	We maintain inventory from the time of the purchase of motor fuels from third party suppliers until the retail sale to the end customer. The inventory amount at the sites averages about 3-days’ worth of motor fuel sales.

•	LGW distributes on a wholesale basis all of the motor fuel required by our company operated sites, which owns the motor fuel inventory and distributes motor fuel to retail customers. LGW records qualifying wholesale motor fuel distribution gross income and LGWS records the non-qualifying retail distribution gross income.

•	We own or lease the property and then lease or sublease the site to the commission agent, who pays rent to us and operates all the non-fuel related operations at the sites for its own account.

•	We own the motor fuel inventory at the sites, set the motor fuel pricing at the sites, and generate revenue from the retail sale of motor fuels to the end customer.

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•	We pay the commission agent a commission for each gallon of fuel sold at the site.

•	LGW distributes fuel on a wholesale basis to LGWS, which owns the motor fuel inventory and distributes motor fuel to commission sites. LGW records qualifying wholesale motor fuel distribution gross income and LGWS records the non-qualifying retail gross income.

•	Utilize our relationship with CST to maintain and grow our cash flow through joint acquisitions and asset drops;

•	Expand within and beyond our core markets through acquisitions. Since our IPO and through February 17, 2016, we have completed acquisitions for a total of over 400 fee and leasehold sites for total consideration of $800.0 million;

•	Enhance our real estate business’ cash flows by owning or leasing sites in prime locations;

•	Increase our wholesale motor fuel distribution business by expanding market share;

•	Maintain strong relationships with major integrated oil companies and refiners; and

•	Utilize operating knowledge to grow retail gross profits after acquisition of convenience stores.

•	Our relationship with CST, one of the largest independent retailers of motor fuel and convenience merchandise items in North America;

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•	Stable cash flows from real estate rent income and wholesale motor fuel distribution;

•	Established history of acquiring sites and successfully integrating these sites and operations into our existing business;

•	Long-term relationships with major integrated oil companies and refiners;

•	Convenience store operating expertise;

•	Prime real estate locations in areas with high traffic and considerable motor fuel consumption; and

•	Strong relationships with key suppliers.

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•	demand for motor fuel products in the markets we serve, including seasonal fluctuations, and the margin per gallon we earn selling and distributing motor fuel;

•	the wholesale price of motor fuel and its impact on the discounts we receive;

•	seasonal trends in the industries in which we operate;

•	the impact severe storms could have to our suppliers’ operations;

•	competition from other companies that sell motor fuel products or operate convenience stores in our targeted market areas;

•	the inability to identify and acquire suitable sites or to negotiate acceptable leases for such sites;

•	the potential inability to obtain adequate financing to fund our expansion;

•	the level of our operating costs, including payments to CST;

•	prevailing economic conditions;

•	regulatory actions affecting the supply of or demand for motor fuel, our operations, our existing contracts or our operating costs; and

•	volatility of prices for motor fuel.

•	the level of capital expenditures we make;

•	the restrictions contained in our credit facility;

•	our debt service requirements;

•	the cost of acquisitions;

•	fluctuations in our working capital needs;

•	our ability to borrow under our credit facility to make distributions to our unitholders; and

•	the amount, if any, of cash reserves established by our General Partner in its discretion.

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•	we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts for them;

•	we are unable to reach agreement with CST on economically acceptable terms for acquisitions of CST assets;

•	we are unable to raise financing for such acquisitions on economically acceptable terms, for example if the market price for our common units declines;

•	we are outbid by competitors; or

•	we or the seller are unable to obtain any necessary consents.

•	the validity of our assumptions about revenues, capital expenditures and operating costs of the acquired business or assets, as well as assumptions about achieving synergies with our existing business;

•	the incurrence of substantial unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate;

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the costs associated with additional debt or equity capital, which may result in a significant increase in our interest expense and financial leverage resulting from any additional debt incurred to finance the acquisition, or the issuance of additional common units on which we will make distributions, either of which could offset the expected accretion to our unitholders from any such acquisition and could be exacerbated by volatility in the equity or debt capital markets;

•	a failure to realize anticipated benefits, such as increased available cash per unit, enhanced competitive position or new customer relationships;

•	the inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business;

•	a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance the acquisition;

•	the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges;

•	performance from the acquired assets and businesses that is below the forecasts we used in evaluating the acquisition;

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•	a significant increase in our working capital requirements;

•	competition in our targeted market areas;

•	customer or key employee loss from the acquired businesses; and

•	diversion of our management’s attention from other business concerns.

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•	our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

•	covenants contained in our credit facility will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

•	we will need a substantial portion of our cash flow to make interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

•	our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and

•	our debt level may limit our flexibility in responding to changing business and economic conditions.

•	make distributions if any potential default or event of default occurs;

•	incur additional indebtedness or guarantee other indebtedness;

•	grant liens or make certain negative pledges;

•	make certain loans or investments;

•	make any material change to the nature of our business, including mergers, consolidations, liquidations and dissolutions;

•	make capital expenditures in excess of specified levels;

•	acquire another company; or

•	enter into a sale-leaseback transaction or sale of assets.

•	failure to pay any principal when due or any interest, fees or other amounts when due;

•	failure of any representation or warranty to be true and correct in any material respect;

•	failure to perform or otherwise comply with the covenants in our credit facility or in other loan documents beyond the applicable notice and grace period;

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•	any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $7.5 million;

•	failure of the lenders to have a perfected first priority security interest in the collateral pledged by any loan party;

•	the entry of a judgment in excess of $20.0 million, to the extent any payments pursuant to the judgment are not covered by insurance;

•	a change in management or ownership control;

•	a violation of the Employee Retirement Income Security Act of 1974, or “ERISA”; and

•	a bankruptcy or insolvency event involving us or any of our subsidiaries.

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•	our General Partner is allowed to take into account the interests of parties other than us, such as CST, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;

•	neither our Partnership Agreement nor any other agreement requires CST to pursue a business strategy that favors us;

•	some officers of our General Partner who will provide services to us will devote time to affiliates of our General Partner and may be compensated for services rendered to such affiliate;

•	our Partnership Agreement limits the liability of and reduces fiduciary duties owed by our General Partner and also restricts the remedies available to unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;

•	except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;

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our General Partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the creation, reductions or increases of cash reserves, each of which can affect the amount of cash that is available for distribution to our unitholders, including distributions on our subordinated units, and to the holders of the incentive distribution rights, as well as the ability of the subordinated units to convert to common units;

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our General Partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus. Such determination can affect the amount of cash available for distribution to our unitholders, including distributions on our subordinated units, and to the holders of the incentive distribution rights, as well as the ability of the subordinated units to convert to common units;

•	our General Partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period;

•	our Partnership Agreement permits us to distribute up to $15 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or the incentive distribution rights;

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•	our Partnership Agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with its affiliates on our behalf;

•	our General Partner intends to limit its liability regarding our contractual and other obligations;

•	our General Partner may exercise its right to call and purchase common units if it and its affiliates own more than 80% of the common units;

•	our General Partner controls the enforcement of obligations that it and its affiliates owe to us;

•	our General Partner decides whether to retain separate counsel, accountants or others to perform services for us;

•	the holders of our incentive distribution rights may transfer their incentive distribution rights without unitholder approval; and

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our General Partner may elect to cause us to issue common units to the holders of our incentive distribution rights in connection with a resetting of the target distribution levels related to the incentive distribution rights without the approval of the conflicts committee of the Board or the unitholders. This election may result in lower distributions to the common unitholders in certain situations.

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•	how to allocate business opportunities among us and its affiliates;

•	whether to exercise its call right;

•	whether to elect to reset target distribution levels; and

•	whether or not to consent to any merger or consolidation of the partnership or amendment to the Partnership Agreement.

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provides that whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General Partner, our General Partner is required to make such determination, or take or decline to take such other action, in good faith, and will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;

•	provides that our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a General Partner so long as it acted in good faith, meaning that it believed that the decision was in the best interest of our partnership;

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provides that our General Partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our General Partner or its officers and directors, as the case may be, acted in bad faith or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

•	provides that our General Partner will not be in breach of its obligations under the Partnership Agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is:

◦	approved by the conflicts committee of the Board, although our General Partner is not obligated to seek such approval; or

◦	approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partner and its affiliates.

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•	our existing unitholders’ proportionate ownership interest in us will decrease;

•	the amount of cash available for distribution on each unit may decrease;

•	because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

•	the ratio of taxable income to distributions may increase;

•	the relative voting strength of each previously outstanding unit may be diminished;

•	the claims of the common unitholders to our assets in the event of our liquidation may be subordinated; and

•	the market price of the common units may decline.

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•	first, to the holders of common units, until each common unit has received a minimum quarterly distribution of $0.4375 plus any arrearages from prior quarters;

•	second, to the holders of subordinated units, until each subordinated unit has received a minimum quarterly distribution of $0.4375; and

•	third, to all unitholders, pro rata, until each unit has received a distribution of $0.5031.

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(a)	Excludes gallons of motor fuel distributed to sites classified as discontinued operations with respect to the periods presented for our Predecessor.

(b)	Fuel margin per gallon represents (1) total revenues from fuel sales, less total cost of revenues from fuel sales, divided by (2) total gallons of motor fuel distributed.

(c)	Results for these periods were not presented as these non-GAAP financial measures were not used at that time.

(d)	See reconciliation of non-GAAP measures under the heading “Management’s Discussion of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Measures” below.

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•	Significant Factors Affecting Our Profitability—This section describes the significant impact on our results of operations caused by crude oil commodity price volatility, seasonality and acquisition and financing activities.

•	Results of Operations—This section provides an analysis of our results of operations, including the results of operations of our business segments, for the years ended December 31, 2015, 2014 and 2013, an outlook for our business and non-GAAP financial measures.

•	Liquidity and Capital Resources—This section provides a discussion of our financial condition and cash flows. It also includes a discussion of our debt, capital requirements and other matters impacting our liquidity and capital resources.

•	New Accounting Policies—This section describes new accounting pronouncements that we have already adopted, those that we are required to adopt in the future, and those that became applicable in the current year as a result of new circumstances.

•	Critical Accounting Policies Involving Critical Accounting Estimates—This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.

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On January 6, 2016, CrossAmerica announced it had entered into a definitive agreement to acquire 31 franchise Holiday Stationstores located in Wisconsin and Minnesota that are being sold by SSG Corporation for approximately $48.5 million. The acquisition is subject to customary conditions to closing and is expected to close in the first half of 2016. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In January 2015, we closed on the purchase of a 5% limited partner equity interest in CST Fuel Supply for aggregate consideration of 1.5 million common units. See Notes 3 and 16 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In July 2015, we closed on the purchase of a 12.5% limited partner equity interest in CST Fuel Supply for aggregate consideration of 3.3 million common units and cash in the amount of $17.5 million. See Notes 3 and 16 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In January 2015, in connection with the joint acquisition by CST and the Partnership of 22 convenience stores from Landmark, we acquired the real property of the 22 fee sites for $41.2 million. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In February 2015, we closed on the purchase of all of the outstanding capital stock of Erickson and certain related assets for an aggregate purchase price of $84.9 million, subject to certain post-closing adjustments. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

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In June 2015, we closed on the sale of 4.6 million common units for net proceeds of approximately $138.5 million. In July 2015, we closed on the sale of an additional 0.2 million common units for net proceeds of approximately $6.4 million in accordance with the underwriters’ option to purchase additional common units associated with the June offering. We used the proceeds to reduce indebtedness outstanding under our credit facility. See Note 17 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

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In July 2015, we completed the purchase of real property at 29 NTIs from CST in exchange for an aggregate consideration of approximately 0.3 million common units and cash in the amount of $124.4 million, with an aggregate consideration of $134.0 million on the date of closing. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In July 2015, we closed on the purchase of convenience stores from One Stop and certain related assets for $44.6 million. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

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In March 2014, we entered into an amended and restated credit agreement, and such agreement was further amended on September 30, 2014 (as so amended, the “credit facility”). The credit facility is a senior secured revolving credit facility maturing March 4, 2019 with a total borrowing capacity of $550.0 million, under which swing-line loans may be drawn up to $10.0 million and standby letters of credit may be issued up to an aggregate of $45.0 million.

•	In April 2014, we acquired PMI for an aggregate purchase price of $73.5 million, which resulted in the acquisition of 87 retail sites in Virginia and West Virginia.

•	In May 2014, we completed our acquisition of 52 wholesale supply contracts, one sub-wholesaler contract, five fee sites, six leasehold sites and certain other assets from affiliates of Atlas Oil Company for an aggregate purchase price of $39.2 million.

•	In September 2014, we issued 4.1 million common units resulting in net proceeds of $135.0 million. We used the proceeds to reduce indebtedness outstanding under our credit facility.

•	On October 1, 2014, CST completed the GP Purchase and we entered into the Amended Omnibus Agreement.

•	In November 2014, in connection with the joint acquisition by CST and the Partnership of Nice N Easy, we acquired the real property and underground storage tanks relating to 23 fee sites and the fuel distribution agreements with respect to 25 Nice N Easy operated sites for $53.8 million.

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•	In September 2013, we purchased 13 motor fuel stations, four leasehold motor fuel stations, assumed certain third-party supply contracts and purchased certain other assets located in the Tri-Cities region of Tennessee area for $21.1 million.

•	In September 2013, we purchased one motor fuel station, three leasehold motor fuel stations, assumed certain third-party supply contracts and purchased certain other assets located in the Knoxville, Tennessee area. We paid $10.7 million in cash at closing.

•	In December 2013, we purchased 44 independent dealer supply contracts, five sub-wholesale supply contracts, two leasehold motor fuel stations and certain assets and equipment, which were held or used by the sellers in connection with their motor fuels business and related convenience store business located in the Richmond, Virginia area, for $10.7 million.

•	In December 2013, we issued 3.6 million common units resulting in proceeds of $91.4 million. We used the proceeds to reduce indebtedness outstanding under our credit facility and for general purposes.

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•	A $445.6 million, or 19%, decline in our Wholesale segment primarily attributable to:

◦	An $879.7 million decline attributable to a decrease in the wholesale price of our motor fuel. The average daily spot price of Brent crude oil decreased 47% to $52.32 per barrel for 2015, compared to $98.97 per barrel for 2014. The wholesale price of motor fuel is highly correlated to the price of crude oil.

◦	Partially offsetting this decline was a $423.7 million increase primarily related to an 18.4% increase in volume from our 2014 and 2015 acquisitions.

◦	Other revenues increased $11.1 million driven by additional rental income from the Nice N Easy, Landmark and NTI acquisitions, as well as our company-operated retail sites being converted to dealer-operated sites during 2015.

•	A $159.9 million, or 31%, increase in our Retail segment primarily attributable to:

◦	An increase of $242.5 million from a 55% increase in motor fuel volumes sold related to the Erickson and One Stop acquisitions.

◦	A $101.2 million increase in our merchandise revenues attributable to convenience store operations from our 2014 and 2015 acquisitions.

◦	Partially offsetting these revenue increases was a decline of $183.5 million primarily attributable to a decrease in the retail price of our motor fuel driven by a decline in wholesale motor fuel prices as noted above, as well as converting company operated retail sites to independent dealer sites.

•	Our intersegment revenues increased $154.9 million, primarily attributable to an increase in our Wholesale segment selling motor fuel to the convenience stores acquired in the One Stop and the Erickson acquisitions, which are included in our Retail segment.

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•	A $423.3 million, or 22%, increase in our Wholesale segment primarily attributable to:

◦	A $312.9 million decline attributable to a decrease in the wholesale price of our motor fuel. The average daily spot price of Brent crude oil decreased to $98.97 per gallon during 2014, compared to $108.56 per gallon during 2013. The wholesale price of motor fuel is highly correlated to the price of crude oil.

◦	Partially offsetting this decline was a $737.9 million increase primarily related to a 39.2% increase in volume from our 2014 acquisitions.

•	A $442.5 million, or 636%, increase in our Retail segment primarily attributable to:

◦	An increase of $381.1 million attributable to an increase in motor fuel volumes sold related to the PMI acquisition.

◦	A $57.6 million increase in our merchandise revenues attributable to the PMI acquisition.

•	Our intersegment revenues increased $146.2 million, primarily attributable to an increase in our Wholesale segment selling motor fuel to the convenience stores acquired in the PMI acquisition, which are included in our Retail segment.

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(a)	Primarily consists of rent margin.

(b)	Represents income from our equity interest in CST Fuel Supply.

(c)	Please see the reconciliation of our segment’s Adjusted EBITDA to consolidated net income under the heading “Results of Operations—Non-GAAP Financial Measures.”

(d)	In addition, as of December 31, 2015 and 2014, we distributed motor fuel to 17 and 18 sub-wholesalers, respectively, who distribute to additional sites.

(e)	The decline in the independent dealer site count during 2015 compared to 2014 was primarily attributable to 55 terminated motor fuel supply contracts that were not renewed, partially offset by the nine wholesale fuel supply contracts acquired in the One Stop acquisition.

(f)	The increase in the lessee dealer site count during 2015 compared to 2014 is primarily attributable to converting 77 company-operated convenience stores in our Retail segment to the lessee dealer customer group in our Wholesale segment.

(g)	Does not include the motor fuel gallons distributed to sub-wholesalers.

(h)	Motor fuel gallons distributed per site per day increased during 2015 compared to 2014 at our retail convenience stores as a result of our recent acquisitions. See “Executive Overview—Acquisition and Financing Activity” above.

(i)	Includes the wholesale gross margin for motor fuel distributed to sub-wholesalers.

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•

The decrease in gross profit was due to a decline of $12.6 million in our motor fuel gross profit primarily attributable to a decline in our payment discounts and incentives, which are discussed under the heading “The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit” partially offset by an $11.1 million increase primarily attributable to an increase in motor fuel volume.

•	Rent income increased $10.6 million primarily from our acquisitions, including the acquisition and leaseback of NTIs with CST, as well as converting company operated convenience stores to independent dealer sites.

•	We recorded $10.5 million of income from our investment in CST Fuel Supply, which we acquired in January (5%) and July (12.5%) of 2015.

•	Operating expenses decreased $1.4 million primarily as a result of the divestiture of certain PMI assets during 2015.

•

The increase in gross profit was due to an increase of $18.5 million primarily attributable to an increase in motor fuel volume sold from our 2014 and 2013 acquisitions. Partially offsetting this increase was a decline of $1.8 million primarily attributable to a decline in our payment discounts and incentives, which are discussed under the heading “The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

•	Operating expenses increased $8.5 million for the year ended December 31, 2014 compared to the same period of the prior year is primarily due to our 2014 and 2013 acquisitions.

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(a)	Please see the reconciliation of our segment’s Adjusted EBITDA to consolidated net income under the heading “Results of Operations—Non-GAAP Financial Measures” below.

(b)	The increase in retail sites relates to our acquisitions. See “Executive Overview—Acquisition and Financing Activity” above.

(c)	During the second quarter of 2015, CrossAmerica began classifying the net margin from lottery tickets within merchandise revenues and reflected this change in presentation retrospectively.

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•	A $13.0 million increase in our motor fuel gross profit due to an increase in our cents per gallon gross profit associated with the lower wholesale cost of motor fuel and higher volumes associated with our acquisitions.

•

Our merchandise gross profit increased $22.0 million attributable to our acquisitions, while our merchandise gross profit percentage declined. The decline in our merchandise gross profit percentage was the result of low gross margin items, such as cigarettes, comprising a higher percentage of our merchandise sales as a result of our 2015 acquisitions. Additionally, we converted 52 sites acquired in the PMI acquisition to the dealer customer group during 2015, and these sites generally had a higher gross profit product mix.

•	A $22.6 million increase in operating expenses attributable to our acquisitions.

•	A $7.4 million increase in our motor fuel gross profit primarily attributable to the PMI acquisition.

•	Our merchandise gross profit increased $17.6 million attributable to the PMI acquisition.

•	A $22.0 million increase in operating expenses attributable to the PMI acquisition.

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(a)	As approved by the independent conflicts committee of the Board and the executive committee of and CST’s board of directors, CrossAmerica and CST mutually agreed to settle the second, third and fourth quarter 2015 amounts due under the terms of the Amended Omnibus Agreement in limited partnership units of CrossAmerica.

(b)	Relates to certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired businesses.

(c)

Under our Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, including payments to renew existing distribution contracts, or to maintain our sites in leasable condition, such as parking lot or roof replacement/renovation, or to replace equipment required to operate our existing business.

(d)	Amount includes approximately 6,000 diluted units that are not included in the calculation of diluted earnings per unit on the face of the income statement because to do so would be anti-dilutive.

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•	the wholesale distribution of motor fuels;

•	the retail distribution of motor fuels to end customers at sites operated by commission agents or us;

•	the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites; and

•	the operation of convenience stores.

•	Lehigh Gas Wholesale LLC (“LGW”), which distributes motor fuels on a wholesale basis and generates qualified income under Section 7704(d) of the Internal Revenue Code;

•	LGP Realty Holdings LP (“LGPR”), which functions as the real estate holding company of CrossAmerica and holds the assets that generate rental income that is qualifying under Section 7704(d) of the Internal Revenue Code; and

•

Lehigh Gas Wholesale Services, Inc. (“LGWS”), which owns and leases (or leases and sub-leases) real estate and personal property used in the retail distribution of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company-operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from the retail distribution of motor fuels, convenience items and rental income from leases of real property to a related party is not qualifying income under Section 7704(d) of the Internal Revenue Code.

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Note 6.	RECEIVABLES

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•	The Partnership sold 4 sites during 2014, resulting in a gain of $1.7 million.

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In May 2013, the Partnership repurchased four sites in Ohio for $7.1 million. These sites were previously leased through sale-leaseback transactions that were accounted for as lease financing obligations with a remaining balance of $5.1 million. The $2.0 million difference between the purchase price and the remaining balance of the lease financing obligation was recorded as an increase to property and equipment.

•	In June 2013, the Partnership purchased two sites in Florida for $1.6 million, of which $0.6 million was paid in cash and the remaining balance was financed as a note payable. See Note 12 for additional details.

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(a)	Distributions paid per unit were $2.2300, $2.0800 and $1.7273 during the years ended December 31, 2015, 2014 and 2013, respectively.

(b)	Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement.

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(a)	Earnings (loss) per common unit amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts.

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•	One Form 4 relating to the grant of 10,997 profits interests to Mr. Topper filed on March 9, 2015, and was one day late, and

•	One Form 4 for each of Messrs. Gannon, Edwards and Reilly filed on November 17, 2015, related to the acquisition of common units upon vesting of previously reported phantom unit awards, and each was three days late.

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•	Jeremy L. Bergeron, President

•	Clayton E. Killinger, Executive Vice President and Chief Financial Officer

•	David F. Hrinak, Executive Vice President and Chief Operating Officer

•	Hamlet T. Newsom, Jr., Vice President, General Counsel, Compliance Officer and Corporate Secretary

•	Steven M. Stellato, Vice President and Chief Accounting Officer

•	Joseph V. Topper, Jr., former President and Chief Executive Officer(1)

•	Mark L. Miller, former Chief Financial Officer and Treasurer(2)

(1)	Mr. Topper resigned as President effective March 26, 2015 and his term as Chief Executive Officer ended September 30, 2015.

(2)	Mr. Miller resigned effective March 26, 2015.

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(1)	The amounts in this column represent the base salary as of November 1, 2015, which is used to calculate the CST short-term incentive payment for the 2015 fiscal year.

(2)

The amounts in this column represent the preliminary approved values by the CST Compensation Committee for the total estimated cash payment earned under the CST short-term incentive program for the 2015 fiscal year, which were calculated using CST’s achievement factor of 122% and further adjusted for individual performance. Of this total amount, 75% was paid in December 2015. In March 2016, based on CST’s audited financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2015, the CST Compensation Committee will review for approval the remaining amount under CST’s short-term incentive program for the 2015 fiscal year.

(3)	In March 2015, Mr. Bergeron was appointed as our President and Mr. Killinger was appointed as our Executive Vice President and Chief Financial Officer.

(4)	Mr. Newsom was hired by CST in March 2015 and was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year and the threshold, target, and maximum amounts are based on a 10/12th proration of the annualized amount.

(5)	Mr. Stellato was hired by CST in June 2015 and was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year and the threshold, target, and maximum amounts are based on a 7/12th proration of the annualized amount.

(6)	Mr. Topper’s term as our Chief Executive Officer ended September 30, 2015. He was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year and the threshold, target, and maximum amounts are based on a 9/12th proration of the annualized amount.

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(1)

The amounts shown represent the grant date fair value of awards for each of the fiscal years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation. See Note 18 of the notes of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC for a discussion of all assumptions made in the calculation of this amount. See Note 16 of the notes of CST’s consolidated financial statements included in CST Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC for a discussion of all assumptions made in the calculation of this amount.

(2)	For Messrs. Bergeron, Killinger, Newsom, Stellato, and Topper, base salary was paid by CST. For Messrs. Hrinak and Miller, base salary was paid by CST and Dunne-Manning, Inc.

(3)	Mr. Bergeron received a cash retention payment of $21,600 on October 9, 2015, and will continue to receive a $21,600 in October of each year while he lives in Allentown, PA and remains an employee of CST.

(4)	Mr. Hrinak received a cash retention payment of $50,000 on October 9, 2015, and is scheduled to receive two additional retention payments of $50,000 each in October 2016 and October 2017 as long as he is an employee of CST.

(5)	See the Grants of Plan-Based Awards table for more information regarding Stock Awards and Options Awards granted in 2015.

(6)	Mr. Topper’s salary reflects the cash compensation received from CST for the period October 1, 2014, through December 31, 2014, in the amount of $102,980.

(7)

This amount represents Mr. Topper’s base salary of $308,385 for the period January 1, 2014 through September 31, 2014 issued to Mr. Topper in March 2015 in the form of 10,997 common units of the Partnership (base cash compensation was calculated based on the average closing price for the common units of the Partnership on the dates on which Mr. Topper would have received the cash compensation for his base pay), plus an award of CST RSUs issued to Mr. Topper in March 2015 as part of the CST long-term incentive program with a value of $419,971. See the Grants of Plan-Based Awards tables for more information regarding Stock Awards and Options Awards granted in 2015.

(8)

These amounts represent the value of phantom units (with respect to Messrs. Miller and Hrinak), and profit interest (with respect to Mr. Topper), all issued under the Plan, as determined by the Board on February 25, 2015, in connection with the Partnership's 2014 performance-based equity awards program. See the Grants of Plan-Based Awards tables for more information regarding Stock Awards and Options Awards granted in 2015.

(9)	The amounts in this column represent 75% of the total estimated cash payment earned under CST’s short-term incentive program for the year ended December 31, 2015, which were paid in December 2015. In March 2016, based on CST’s audited financial statements included in CST’s Annual Report

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(10)	The amounts in this column represent the change in value in the Excess Savings Plan during this fiscal year, including CST’s contributions and aggregate earnings in 2015. Additional information can be found in the Non-Qualified Deferred Compensation table.

(11)	Neither CST nor the Partnership sponsors a pension plan.

(12)	The amounts listed as “All Other Compensation” for 2015 are composed of these items:

(a)	In March 2016, based on CST’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015, the CST Compensation Committee will consider approving the CST Brands, Inc. Savings Plan profit sharing contribution to all participants in the CST Brands, Inc. Savings Plan.

(13)	Mr. Killinger, who is also an executive officer of CST, devotes the majority of his time to his role at CST and also spends time, as needed, directly managing our business and affairs. Mr. Killinger’s 2015 compensation was not covered in the management fee under the Amended Omnibus Agreement.

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(1)	The amounts in these columns represent the potential payout under the CST short-term incentive program for the year ended December 31, 2015.

(2)

Represent awards of CST RSUs under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan and part of the CST long-term incentive program. The CST RSUs will vest in equal annual installments on the first, second and third anniversaries of the date of grant. These awards were accompanied by tandem dividend equivalent payments that entitle the holder to dividend payments equal to the amount of CST dividends authorized to be paid to the holders of CST common stock.

(3)

The amounts shown represent the grant date fair value of awards for each of the fiscal years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation. See Note 16 of the notes of the consolidated financial statements included in CST’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC for a discussion of all assumptions made in the calculation of this amount.

(4)	Represent awards of CST Stock Options under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan part of the CST long-term incentive program. These non-qualified stock options vest in one-third (1/3) increments every year for three years on the anniversary of the grant date.

(5)

The exercise price is the mean of the high and low reported sales price per share on the NYSE of CST’s common stock on the date of grant. Under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan, the exercise price for all options granted under the plan cannot be less than the mean of the high and low reported sales price per share on the NYSE of CST’s common stock on the date of grant.

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(6)

Represents phantom units of the Partnership granted to Mr. Bergeron on April 14, 2015 under the Plan in connection with his appointment as President, which will vest in equal annual installments on the first, second and third anniversaries of the date of grant. This award was accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of Partnership common units.

(7)

The amounts shown represent the grant date fair value of awards for each of the fiscal years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation. See Note 18 of the notes of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC for a discussion of all assumptions made in the calculation of this amount.

(8)

Represents an award of CST RSUs granted to Mr. Hrinak on April 10, 2015 under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan in connection with his execution of a retention agreement of which one third vested on October 1, 2015 and the remainder will vest in equal annual installments on October 1, 2016 and October 1, 2017. This award was accompanied by tandem dividend equivalent payments that entitle the holder to dividend payments equal to the amount of CST dividends authorized to be paid to the holders of CST common stock.

(9)	Mr. Newsom was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year and the threshold, target, and maximum amounts are based on a 10/12th proration of the annualized amount.

(10)

Represents an award of CST RSUs granted to Mr. Newsom on March 23, 2015 under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan in connection with employment with CST, which will vest in a single installment on the third anniversary of the date of grant. The award was accompanied by tandem dividend equivalent payments that entitle the holder to dividend payments equal to the amount of CST dividends authorized to be paid to the holders of CST common stock.

(11)	Mr. Stellato was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year and the threshold, target, and maximum amounts are based on a 7/12th proration of the annualized amount.

(12)

Represents an award of CST RSUs granted to Mr. Stellato on June 1, 2015 under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan in connection with employment with CST, which will vest in a single installment on the third anniversary of the date of grant. The award was accompanied by tandem dividend equivalent payments that entitle the holder to dividend payments equal to the amount of CST dividends authorized to be paid to the holders of CST common stock.

(13)	Represents an award of CST Stock Options to Mr. Stellato on June 1, 2015 under the CST Brands, Inc. 2013 Amended and Restated Omnibus Stock and Incentive Plan in connection with employment with CST. CST Stock Options vest in equal annual installments on the first, second and third anniversaries of the date of grant.

(14)	Mr. Topper was eligible for a pro rata payment from the CST short-term incentive program for the 2015 fiscal year per his employment agreement with CST, and the threshold, target, and maximum amounts are based on a 9/12th proration of the annualized amount since Mr. Topper’s term as chief executive officer ended on September 30, 2015.

(15)	Represent awards of phantom units of the Partnership for Messrs. Hrinak and Miller granted in 2015 under the Plan in connection with the 2014 Performance-Based Equity Awards Program through September 30, 2014, as defined in our Annual Report on Form 10-K for the year ended December 31, 2014, which vested immediately. Phantom units were converted to common units on March 12, 2016.

(16)	Represents profits interests of the Partnership granted in 2015 under the Plan issued to Mr. Topper as form of compensation for his base salary for the period January 1, 2014 through September 30, 2014 based on the average closing price for the common units of the Partnership on the dates on which Mr. Topper would have received the cash compensation for his base pay.

(17)

Represent awards of profits interests of the Partnership for Mr. Topper granted in 2015 under the Plan in connection with the 2014 Performance-Based Equity Awards Program through September 30, 2014, as defined in our Annual Report on Form 10-K for the year ended December 31, 2014, which vested immediately. Profits interests are redeemable two years after they were granted, subject to certain limitations, for cash or common units of the Partnership at the discretion of the Board.

(18)	Mr. Miller resigned as Chief Financial Officer effective March 26, 2015 and was not eligible to participate in the CST short-term incentive program for the 2015 fiscal year.

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(1)	The amounts in the Option Awards section include CST Stock Options.

(2)	CST Stock Options vest in equal annual installments on the first, second and third anniversaries of the date of grant.

(3)	For CST option and stock awards, the amount in this column is based upon a fair market value of $39.14 per share, which was the NYSE closing price of CST’s common stock on December 31, 2015. For the Partnership stock awards, the amount in this column is based upon a fair market value of $25.92 per unit, which was the NYSE closing price of Partnership’s common unit on December 31, 2015.

(4)	Represent awards of CST RSUs, which will vest in its entirety on May 6, 2016.

(5)	Represent awards of CST RSUs. The unvested portion of this award will vest in equal installments on March 10, 2016 and March 10, 2017.

(6)	Represent awards of CST RSUs. The unvested portion of this award will vest in equal installments on March 12, 2016, March 12, 2017, and March 12, 2018.

(7)	Represent an award of phantom units of the Partnership. The unvested portion of this award will vest in equal installments on April 14, 2016, April 14, 2017, and April 14, 2018.

(8)	Represent an award of CST RSUs. The unvested portion of this award will vest in equal installments on October 1, 2016 and October 1, 2017.

(9)	Represent an award of CST RSUs. The unvested portion of this award will vest in one installment on March 23, 2018.

(10)	Represent an award of CST RSUs. The unvested portion of this award will vest in equal installments on March 23, 2016, March 23, 2017, and March 23, 2018.

(11)	Represent an award of CST RSUs. The unvested portion of this award will vest in one installment on June 1, 2018.

(12)	Represent an award of profits interest in the Partnership. The unvested portion of this award will vest as follows: 1,871 profits interests on March 15, 2016 and 1,928 profits interests on March 15, 2017. Profits interests are redeemable two years after they were granted, subject to certain limitations, for cash or common units of the Partnership at the discretion of the Board.

(13)	Mr. Miller, before his resignation, was covered under the EICP and, as a result, all outstanding awards were subject to accelerated vesting upon the GP Purchase. Accordingly, no awards are outstanding as of December 31, 2015.

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(1)	Amount in this column is based upon a fair market value per CST common shares, which was (a) average of the high and low price of CST common stock on the NYSE as of the vesting date, or; (b) the fair market value, which was the closing price of our common units on the NYSE as of the vesting date.

(2)	One third (1/3) of a CST RSU award held by Mr. Bergeron vested on March 10, 2015, representing 860 shares of common CST stock.

(3)	One third (1/3) of a CST RSU award held by Mr. Killinger vested on March 10, 2015, representing 6,294 shares of common CST stock.

(4)	One third (1/3) of a CST RSU award held by Mr. Killinger vested on May 6, 2015, representing 9,333 shares of common CST stock.

(5)	One third (1/3) of a CST RSU award held by Mr. Hrinak vested on October 1, 2015, representing 2,634 shares of common CST stock.

(6)	The phantom unit award of the Partnership held by Mr. Hrinak vested on March 12, 2015, representing 7,608 common units of the Partnership.

(7)	The profit interest award of the Partnership held by Mr. Topper vested on March 12, 2015. Profits interests of the Partnership are redeemable two years after they were granted, subject to certain limitations, for cash or common units of the Partnership at the discretion of the Board.

(8)	The profit interest award of the Partnership held by Mr. Topper vested on March 4, 2015. Profits interests of the Partnership are redeemable two years after they were granted, subject to certain limitations, for cash or common units of the Partnership at the discretion of the Board.

(9)	The phantom unit award of the Partnership held by Mr. Miller vested on March 12, 2015, representing 7,637 common units of the Partnership.

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(1)	Represents 100% of the executive officer’s annual base salary and targeted short-term incentive in effect at December 31, 2015, as provided for in applicable plan or agreement.

(2)	Represents 299% of the executive officer’s annual base salary and targeted short-term incentive in effect at December 31, 2015, as provided for in the ECIP.

(3)	Executive’s outstanding equity awards from the Plan would immediately vest on the date of termination.

(4)	Represents estimated payments for continued coverage under CST’s health plans for up to one year, as provided for in applicable plan or agreement.

(5)	Represents estimated payments for continued coverage under CST’s health plans for up to three years, as provided for in applicable plan or agreement.

(6)

Mr. Topper was eligible to participate in the CST short-term incentive program for the 2015 fiscal year per his employment agreement. This amount represents 75% of the total estimated cash payment earned under the CST short-term incentive program, for the 2015 fiscal year, which was paid in December 2015. In March 2016, based on CST’s audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, the CST Compensation Committee will approve the remaining amount under the CST short-term incentive program for the 2015 fiscal year.

(7)	Mr. Miller, before his resignation, was covered under the EICP and upon his termination in July 2015. Mr. Miller received a lump sum cash severance payment in January 2016 of $1,745,920, which represented 299% of his base salary and short-term incentive target and three years of health benefits.

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(1)	Under the incentive award program, the directors will have the ability to elect to receive either phantom units or profits interests. Phantom units and profits interests can be converted to common units or cash, at the discretion of the Board.

(2)

Ms. Lubel and Messrs. Killinger, Bergeron and Motz are employees of CST and did not receive any compensation for their services as directors of the Board for the year ended December 31, 2015. Up until September 30, 2015, Mr. Topper was an employee of CST and did not receive any compensation for his service as director of the Board. Effective October 1, 2015, Mr. Topper became a non-employee director.

(3)

As part of the compensation to non-employee directors for the period October 1, 2015 to September 30, 2016, Messrs. Edwards, Gannon, Reilly and Topper received an equity grant of 2,869 phantom units of the Partnership each based upon a fair market value of $24.40 per unit, which was the NYSE closing price of our common units on December 10, 2015. Each of these phantom units will vest in one installment on December 10, 2016. These phantom unit awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of Partnership common units.

(4)	Messrs. Edwards and Gannon received additional cash compensation of $10,000 per year for their service as chairmen of the conflicts committee and audit committee, respectively.

•	each person known by us to be a beneficial owner of more than 5% of our outstanding common units;

•	our General Partner;

•	each NEO and director of the Board; and

•	all of the executive officers and directors of the Board, as a group.

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*	Filed herewith

†	Not considered to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

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1.

Grant of Phantom Units. CrossAmerica GP LLC, a Delaware limited liability company, the general partner (“GP”) of CrossAmerica Partners LP (formerly Lehigh Gas Partners LP), a Delaware limited partnership (the “Partnership”), hereby grants to you an award (“Award”) of Phantom Units under the Lehigh Gas Partners LP 2012 Incentive Award Plan, as the same may be amended from time to time (the “Plan”),which are subject to the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Award Agreement (the “Agreement”). A Phantom Unit represents a notional Unit granted under the Plan, which upon vesting entitles you to receive a Unit, an amount of cash equal to the Fair Market Value of a Unit, or a combination of cash and Units, as determined by the Committee in its sole discretion. Phantom Units are not actual Units, no Units shall be issued at the time the Award is made, and the Award shall not convey any of the rights or privileges or voting rights of a unitholder or limited partner of the Partnership with respect to any Phantom Unit. This Award includes tandem Distribution Equivalent Rights (“DERs”), which entitle the Participant to receive, with respect to each Phantom Unit, so long as the underlying Phantom Unit has not either vested or been forfeited, an amount in cash equal to the distributions per Unit made by the Partnership on its outstanding Units. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. References to “Section” herein, unless otherwise specified, refer to the Sections of this Agreement.

2.	Vesting of Phantom Units.

3.	Administration. The Committee shall have the sole and complete discretion to administer, interpret and construe the Plan and this Agreement with respect to a Participant, and to determine any and all questions and issues arising with respect to the Plan and this Agreement. Any decision of the Committee concerning the Plan or this Agreement shall be final and binding on you.

4.	Events Occurring Prior to Full Vesting.

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5.

Payments. (a) As soon as reasonably practical and not later than 30 days following the applicable vesting date, the Partnership shall pay you, with respect to each vested Phantom Unit, one Unit, unless the Committee, in its discretion, elects to pay you an amount of cash equal to the Fair Market Value of a Unit determined on such vesting date. If more than one Phantom Unit vests at the same time, the Partnership may pay such vested Phantom Units in any combination of Units and cash as the Committee, in its discretion, elects. (b) Payment of DERs. The Participant is entitled to receive from the GP, with respect to each Phantom Unit that has not either vested or been forfeited, cash payments equal to the distributions per Unit made by the Partnership on its outstanding Units, in each case promptly following (and in no event more than 30 days after) each such distribution made by the Partnership. Upon the forfeiture or vesting of the underlying Phantom Unit, the associated DER will automatically expire and no further payments shall be made with respect to such DER, except with respect to amounts not yet paid with respect to distributions on Units made prior to the date of such forfeiture or vesting.

6.	Limitations upon Transfer. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to

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7.

Restrictions. By accepting this grant of Phantom Units, you agree that any Units that you may acquire upon vesting of this award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (i) the certificates representing the Units acquired under this award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Partnership may refuse to register the transfer of the Units acquired under this award on the transfer records of the Partnership if such proposed transfer would in the opinion of counsel satisfactory to the GP constitute a violation of any applicable securities law, and (iii) the Partnership may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Units to be acquired under this Agreement.

8.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Partnership and upon any person lawfully claiming under you.

9.

Amendment. The GP may amend or terminate the Plan and any instrument hereunder (including this Award Agreement) at any time, in whole or in part, and for any reason; provided, however, that except as otherwise provided with respect to Section 409A matters as provided in Section 12 or to the extent necessary to comply with other applicable laws and regulations (including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any SEC rule) and to conform the provisions of this Agreement to any changes thereto, no such amendment or termination shall adversely affect the rights of a Participant with respect to Awards granted to the Participant prior to the effective date of such amendment or termination.

10.	Nature of Payments. The Phantom Units, and payments made pursuant to the Phantom Units are not a part of salary or compensation paid or payable by the GP or its Affiliates for purposes of any other benefit or compensation plan or otherwise.

11.

Severability. If a particular provision of the Plan or this Agreement shall be found by final judgment of a court or administrative tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such illegal, invalid or unenforceable provisions shall not affect any other provision of the Plan or this Agreement and the other provisions of the Plan or this Agreement shall remain in full force and effect.

12.

Section 409A. It is intended that the Phantom Units shall be either exempt from the provisions of Section 409A of the Code (“Section 409A”) or, to the extent subject to Section 409A, compliant with the requirements of Section 409A. In the event the Board determines that an Award constitutes deferred compensation subject to Section 409A, or may constitute such deferred compensation absent an amendment to the Plan or Award, the Board may amend or terminate your right to an Award, without your consent, as the Board shall determine in its sole discretion to ensure that such Award remains exempt from Section 409A, or, if the Board so desires, to ensure that such Award complies with Section 409A. All references in this Agreement to a termination of Continuous Service that results in the payment or vesting of any amounts or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall mean a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations under Section 409A). Notwithstanding anything to the contrary provided for herein, if at the time of the termination of your Continuous Service you are a “specified employee” as defined in subsection (a)(2)(B)(i) of Section 409A, any and all amounts

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13.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

14.	Governing Law. This grant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

1.	Section 5.1(a) is hereby deleted in its entirety and replaced with the following:

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1.	I have reviewed this annual report on Form 10-K of CrossAmerica Partners LP;

2.	Based on my knowledge, this 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 circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of CrossAmerica Partners LP;

2.	Based on my knowledge, this 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 circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.