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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 acquisitions, 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 equity and credit markets limiting access to capital markets;

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

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

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

•	CST’s Merger or its Merger Agreement and interim operating covenants contained therein;

•	the inability to satisfy the conditions specified in the Merger Agreement, including, without limitation, the receipt of necessary governmental or regulatory approvals required to complete the transactions contemplated by the Merger Agreement;

•	CST’s business strategy and operations and CST’s conflicts of interest with us and, post-merger, Couche-Tard’s business strategy and operations and Couche-Tard’s conflicts of interest with us;

•	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;

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•	future income tax legislation;

•	changes in energy policy;

•	increases in energy conservation efforts;

•	technological advances;

•	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; and

•	our ability to comply with federal, provincial and state laws and regulations, including those related to environmental matters, the sale of alcohol, cigarettes and fresh foods, employment, health benefits, including the Affordable Care Act, immigration, and international trade.

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

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

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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 LGWS generally 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 motor fuel and convenience store inventory.

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

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

•	As of December 31, 2016, the average remaining distribution contract term was 5.6 years.

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

•	The lessee dealer owns all motor fuel and retail site inventory and sets its own pricing and gross profit margins.

•	We collect wholesale motor fuel margins at a fixed mark-up per gallon or, 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 retail site’s lease period (generally 3 to 10 years).

•	Leases are generally triple net leases.

•	As of December 31, 2016, the average remaining lease agreement term was 3.9 years.

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

•	We entered into a 15-year motor fuel distribution agreement with DMS pursuant to which we distribute to DMS motor fuel 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 retail site inventory and sets its own pricing and gross profit margin.

•	As of December 31, 2016, the average remaining term on our motor fuel distribution agreements with DMS was 10.8 years. The average remaining term on our lease agreements with DMS was 11.2 years.

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•	In conjunction with the joint acquisitions of Nice N Easy and Landmark with CST, we own the property and lease the retail sites to CST. Concurrently with these acquisitions, we entered into a 10-year motor fuel distribution agreement with CST, pursuant to which we distribute to CST motor fuels at a fixed mark-up per gallon.

•	We lease sites to CST under a 10-year triple-net master lease agreement.

•	CST owns all motor fuel and retail site inventory and sets its own pricing and gross profit margin.

•	As of December 31, 2016, the remaining term on our fuel distribution agreement was 7.9 years. The average remaining term on our lease agreements with CST was 8.2 years.

•	We own or lease the property, operate the retail site and retain all profits from motor fuel and retail site 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 fuel from third party suppliers until the retail sale to the end customer. On average, we maintain approximately 5-days’ worth of motor fuel sales in inventory at each site.

•	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.

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

•	LGW distributes motor 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.

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•	As of December 31, 2016, the average remaining fuel distribution and lease agreement term was 2.7 years.

•	Expand within and beyond our existing markets through acquisitions. Since our IPO and through February 24, 2017, we have completed acquisitions for a total of over 500 fee and leasehold sites for total consideration of approximately $0.9 billion;

•	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;

•	Utilize operating knowledge to grow retail gross profits after the acquisition of retail sites; and

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As part of our business strategy with CST, we intend, when favorable market conditions exist and pending approval by the Board’s independent conflicts committee and the approval of the executive committee of the board of directors of CST and mutual agreement upon terms and other conditions, to purchase equity interests at fair market value in CST Fuel Supply, over time. The Merger Agreement prohibits, among other things, CST from selling its tangible and intangible properties or assets to us between August 21, 2016 and completion of the Merger. As such, there can be no assurance we will be able to purchase equity interests in CST Fuel Supply in the future. As of December 31, 2016, our total equity interest in CST Fuel Supply was 17.5%.

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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 other key suppliers;

•	Retail site operating expertise; and

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

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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 payment discounts we receive;

•	seasonal trends in the industries in which we operate;

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

•	competition from other companies that sell motor fuel products or operate retail sites 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 the amount and manner in which payments to CST are made under the Amended Omnibus Agreement;

•	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.

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

•	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.

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•	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 distributable cash flow, 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;

•	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.

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

•	incur additional indebtedness, including the issuance of certain preferred equity interests, or guarantee other indebtedness;

•	grant liens or make certain negative pledges;

•	make certain advances, loans or investments;

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

•	make certain capital expenditures in excess of specified levels;

•	acquire another company;

•	enter into a sale-leaseback transaction or certain sales or leases of assets;

•	enter into certain affiliate transactions; or

•	make certain repurchases of equity interests.

•	failure to pay any principal when due or failure to pay any interest, fees or other amounts owing under our credit facility when due, subject to any applicable grace period;

•	failure of any representation or warranty in our credit agreement to be true and correct, and the failure of any representation or warranty in any other agreement delivered in connection with our credit facility 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;

•	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 one or more judgments in excess of $20.0 million, to the extent any payments pursuant to the judgment are not covered by insurance;

•	a change in ownership control of us or our General Partner (other than the change in control related to the Merger);

•	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;

•	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, and to the holders of the IDRs;

•	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 and to the holders of the IDRs;

•	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 incentive distributions;

•	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 the IDRs;

•	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 our common units if it and its affiliates own more than 80% of our 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 IDRs may transfer their IDRs without unitholder approval; and

•	our General Partner may elect to cause us to issue common units to the holders of our IDRs in connection with a resetting of the target distribution levels related to the IDRs 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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provides that whenever our General Partner, the Board or any committee of the Board makes a determination or takes, or declines to take, any other action in its capacity as the general partner of the Partnership, 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 higher standard under any Delaware Act, or any other law, rule or regulation, or at equity;

•	provides that any determination, act or failure to act by our General Partner will be deemed in good faith unless such party believed such determination, other action or failure to act, given the totality of the circumstance, was adverse to the interests of the Partnership;

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in any proceeding brought by the Partnership, any limited partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by the Partnership Agreement, challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith;

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provides that whenever the General Partner makes a determination or takes or declines to take any other action in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under the Partnership Agreement or any other agreement contemplated thereby, then the General Partner, or any affiliate thereof, are entitled to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any fiduciary duty, duty of good faith, obligation imposed by Delaware Act, law, rule or in equity to the Partnership, any limited partner or any Person who acquires an interest in a Partnership interest or any other Person who is bound by the Partnership Agreement. Examples of decisions that our General Partner may make in its individual capacity include:

◦	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 our General Partner and its officers and directors will not be liable for monetary damages to the Partnership 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;

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provides that the General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the General Partner reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion; 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:

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•	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;

•	the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

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•	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 our common units may decline.

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(a)

Prior to 2016, we netted lease executory costs such as real estate taxes, maintenance, and utilities that we paid and re-billed customers against rental income on our statement of operations. During the first quarter of 2016, we began accounting for such amounts as rent income and operating expenses and reflected this change in presentation retrospectively back through 2014. This change resulted in a $10.8 million and $8.9 million increase in rent and other income and operating expenses for the wholesale segment for the years ended December 31, 2015 and 2014, respectively. We did not reflect this change in 2013 or 2012.

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

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

(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.

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

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•	CST’s Merger Agreement—This section provides information on the pending Merger.

•	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, 2016, 2015 and 2014, 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 February 5, 2016, we purchased independent dealer and subwholesaler contracts from CST for $2.9 million. See Notes 3 and 15 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	On March 29, 2016, we closed on the acquisition of Franchised Holiday Stores and company operated liquor stores from S/S/G Corporation for approximately $52.4 million, including working capital. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	On July 7, 2016, CST provided an $18.2 million refund payment to us related to our interest in CST Fuel Supply. See Note 15 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	On September 27, 2016, we acquired the State Oil Assets located in the greater Chicago market for approximately $41.9 million, including working capital. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	On December 13, 2016, we amended our credit facility to provide additional flexibility to support achieving our growth strategy. See Note 12 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	On December 21, 2016, we sold the real property at 17 fee sites acquired in the State Oil Assets acquisition for $25.0 million in proceeds, which were used to repay borrowings under the credit facility. We then leased these sites back under a triple net lease agreement. See Note 11 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 January 2015, in connection with the joint acquisition by CST and the Partnership of 22 retail sites 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 $83.8 million, including working capital. 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.

•	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.

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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 retail sites from One Stop and certain related assets for $45.0 million, including working capital. See Note 3 of the notes to the consolidated financial statements included elsewhere in this report for additional information.

•	In March 2014, we entered into an amended and restated credit agreement. The amended and restated credit facility is a senior secured revolving credit facility maturing March 4, 2019 with a total borrowing capacity of $550.0 million.

•	In April 2014, we acquired PMI for an aggregate purchase price of $73.5 million, including working capital, 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, including working capital.

•	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 retail sites for $53.8 million.

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•	A $268.2 million, or 14%, decline in our Wholesale segment revenues primarily attributable to:

◦	A $254.2 million decline (95% of the total decline in Wholesale Segment operating revenues) attributable to a decrease in the wholesale price of our motor fuel. The average daily spot price of West Texas Intermediate crude oil decreased 11% to $43.29 per barrel during 2016, compared to $48.66 per barrel during 2015. The wholesale price of motor fuel is highly correlated to the price of crude oil.

◦	A $29.5 million decrease as a result of the divestiture of low margin wholesale fuel supply contracts and other assets acquired in the PMI acquisition, partially offset by the impact of the Erickson, One Stop, Franchised Holiday Stores and State Oil Assets acquisitions.

◦	Partially offsetting this decline was a $15.0 million increase primarily related to rental income associated with the acquisition from CST of NTI retail sites in July 2015 and the State Oil Assets acquisition as well as converting company operated retail sites to lessee dealer sites.

•	A $205.2 million, or 31%, decline in our Retail segment revenues primarily attributable to:

◦	A decline of $44.6 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.

◦	A decrease of $124.0 million from a 24% decrease in motor fuel volumes sold related to the conversion of company operated retail sites to lessee dealer sites during 2015 and 2016, partially offset by the incremental volume generated by the Franchised Holiday Stores acquisition.

◦	A $36.6 million decline in our merchandise revenues attributable to the conversion of company operated retail sites to lessee dealer sites during 2015 and 2016, partially offset by the incremental merchandise revenues generated by the Franchised Holiday Stores acquisition.

•	Our intersegment revenues decreased $116.9 million, primarily attributable to the declines in price and volume discussed above.

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•	A $443.7 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 WTI crude oil decreased 48% to $48.66 per barrel for 2015, compared to $93.17 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 $13.0 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 lessee dealer sites during 2015.

•	A $160.1 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 $101.1 million increase in our merchandise revenues attributable to retail site 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 $155.0 million, primarily attributable to an increase in our Wholesale segment selling motor fuel to the retail sites acquired in the One Stop and the Erickson acquisitions, which are included in our Retail segment.

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(a)

Prior to 2016, we netted lease executory costs such as real estate taxes, maintenance, and utilities that we paid and re-billed to customers on our statement of operations. During the first quarter of 2016, we began accounting for such amounts as rent income and operating expenses and reflected this change in presentation retrospectively. This change resulted in a $10.8 million and $8.9 million increase in rent and other income and operating expenses for the years ended December 31, 2015 and 2014, respectively.

(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, 2016 and 2015, we distributed motor fuel to 14 and 17 sub-wholesalers who distributed to additional sites.

(e)	The increase in the independent dealer site count was primarily attributable to 21 independent dealer contracts assigned to us by CST and 25 wholesale fuel supply contracts acquired in the State Oil Assets acquisition, partially offset by a net 13 terminated motor fuel supply contracts that were not renewed.

(f)	The increase in the lessee dealer site count was primarily attributable to converting 77 company operated retail sites in our Retail segment to lessee dealers in our Wholesale segment in 2016 and the 49 sites acquired in the September 2016 State Oil Assets acquisition.

(g)	The decrease in the DMS site count was primarily due to sites converted to a third party lessee dealer or commission agent. Through the first five years of the lease with DMS, the lease agreement allows for a limited number of sites to be removed from the lease by each of DMS and us. This right generally expires October 31, 2017.

(h)	The increase in the commission agent site count was primarily attributable to 25 DMS sites being converted to commission agent sites in 2016.

(i)	The decrease in the company operated retail site count was primarily attributable to 77 company operated retail sites being converted to lessee dealer sites in 2016, partially offset by the 31 Franchised Holiday Stores.

(j)	Does not include the motor fuel gallons distributed to sub-wholesalers. The decrease in independent dealer gallons sold per day are due to the divestiture of commercial wholesale supply contracts associated with the PMI acquisition, whereby gallons distributed are reduced but the site count is not affected.

(k)	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 $13.2 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 and other margin increased $11.4 million primarily from our acquisitions, including the acquisition and leaseback of NTIs with CST, as well as converting company operated retail sites to lessee 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 increased $1.2 million primarily as a result of incremental operating expenses from our 2014 and 2015 acquisitions, partially offset by the divestiture of certain PMI assets during 2015.

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(a)	The inventory fair value adjustments represent the write-offs of the step-up in value ascribed to inventory acquired in the Franchised Holiday Stores acquisition for 2016, the Erickson and One Stop acquisitions for 2015, and the PMI acquisition for 2014.

(b)	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.

(c)	The increase in the commission agent site count was primarily attributable to 25 DMS sites being converted to commission agent sites in 2016.

(d)	The decrease in retail sites relates to the conversion of 77 company operated retail sites to lessee dealer in 2016, partially offset by the 34 Franchised Holiday Stores acquired in 2016.

(e)	Includes the results from car wash sales and commissions from lottery, money orders, air/water/vacuum services and ATM fees.

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Our motor fuel gross profit decreased $10.9 million attributable to a 24% decrease in volume driven by the conversion of company operated retail sites acquired in prior acquisitions to lessee dealer sites during 2015 and 2016 and a 42% decrease in margin per gallon as a result of crude oil prices being more volatile during the second half of 2015 than the second half of 2016 and the resulting impact on our motor fuel gross margin. The daily spot price of WTI crude oil decreased approximately 35% during the last six months of 2015 compared to an increase of approximately 10% during the same period of 2016. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

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Our merchandise and services gross profit declined $11.6 million as a result of the conversion of company operated retail sites to lessee dealer sites in 2015 and 2016, partially offset by the incremental gross profit generated by the Franchised Holiday Stores acquisition. 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 the change in product mix of our stores following our 2015 acquisitions and conversion of company operated retail sites to lessee dealer sites.

•	An $11.0 million decline in operating expenses attributable to the conversion of company operated retail sites to lessee dealer sites, partially offset by the impact of the Erickson, One Stop and Franchised Holiday Stores acquisitions.

•	An $11.4 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.

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Our merchandise gross profit increased $24.1 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 company operated retail sites acquired in the PMI acquisition to lessee dealer sites during 2015, and these sites generally had a higher gross profit product mix.

•	A $23.3 million increase in operating expenses attributable to our acquisitions.

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(a)	As approved by the independent conflicts committee of the Board and the executive committee of CST and its board of directors, the Partnership and CST mutually agreed to settle certain amounts due under the terms of the Amended Omnibus Agreement in limited partnership units of the Partnership.

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

(c)

Under the First Amended and Restated Partnership Agreement of CrossAmerica, as amended, 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 conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

(d)	On January 26, 2017, the Board approved a quarterly distribution of $0.6125 per unit attributable to the fourth quarter of 2016. The distribution is payable on February 13, 2017 to all unitholders of record on February 6, 2017.

(e)	The distribution coverage ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit.

(f)	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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•	Modified certain terms to permit the acquisition of the Partnership’s general partner indirectly by Couche-Tard;

•	Reduced the threshold for qualifying as a “material acquisition” from $50 million to $30 million;

•	Extended the time period from two to three quarters that the leverage ratio following a material acquisition can be 5.00 : 1.00;

•	Created further flexibility to conduct sale leaseback transactions;

•	Increased swing-line loan capacity from $10 million to $25 million; and

•	Certain other operational and technical amendments.

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•	the wholesale distribution of motor fuels;

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

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

•	the operation of retail sites.

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

•	LGPR, which functions as our real estate holding company 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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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 retail sites operated by commission agents. Income from LGWS generally is not qualifying income under Section 7704(d) of the Internal Revenue Code.

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Note 6.	RECEIVABLES

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•	Modified certain terms to permit the acquisition of our general partner indirectly by Couche-Tard;

•	Reduced the threshold for qualifying as a “material acquisition” from $50 million to $30 million;

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•	Extended the time period from two to three quarters that the leverage ratio following a material acquisition can be 5.00 : 1.00;

•	Created further flexibility to conduct sale leaseback transactions;

•	Increased swing-line loan capacity from $10 million to $25 million; and

•	Certain other operational and technical amendments.

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(a)	Distributions paid per unit were $2.40, $2.23 and $2.08 during the years ended December 31, 2016, 2015 and 2014, 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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•	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, Corporate Secretary and Chief Compliance Officer

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

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(1)	The amounts in this column represent the approved values by the CST Compensation Committee for the total cash payout earned under the CST short-term incentive plan for the 2016 fiscal year, which were calculated using CST’s achievement factor of 90% for our NEOs.

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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 the consolidated financial statements included in CST's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC for a discussion of all assumptions made in the calculation of this amount.

(2)	See the Grants of Plan-Based Awards table for more information regarding CST RSUs and CST MSUs awarded in 2016.

(3)	For information about valuation assumptions for CST Stock Option awarded in 2016, refer to the footnotes in the Grants of Plan-Based Awards table.

(4)	The amounts in this column represent cash payment earned under the 2014, 2015 and 2016 short-term incentive programs.

(5)	The amounts in this column represent the change in value in the Excess Savings Plan for fiscal years 2014, 2015 and 2016. See the Non-Qualified Deferred Compensation table for additional information for 2016.

(6)	The Company does not sponsor any pension benefit plans and none of our NEOs contribute to such a plan.

(7)	The amounts listed as “All Other Compensation” for 2016 are composed of these items:

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(8)	Mr. Newsom was appointed to his position with our General Partner in March 2015. Mr. Stellato was appointed to his position with our General Partner in June 2015.

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(1)

The amounts in these columns represent the potential payouts under the CST 2016 short-term incentive program, which were earned based on performance for the 2016 fiscal year. The threshold payout is the minimum amount payable, the target payout represents the amount payable for achieving the target level of performance, and the maximum payout represents the maximum amount payable, under the CST 2016 short-term incentive program.

(2)

Represents an award of CST MSUs under the CST long-term incentive program. These CST MSUs vest in full three (3) years from the date of grant. A threshold 50% of target awards is earned if the Ending Stock Price (as defined in the CST MSU award agreement) is 67% of the Beginning Stock Price (as defined in the CST MSU award agreement), with awards forfeited entirely if stock price performance is below this level. The maximum number of CST MSUs earned cannot exceed 200% of the target award. CST dividend payments for CST MSUs would be paid once CST MSUs vest and the number of CST MSUs earned is calculated based on performance metrics under the CST MSU award agreement.

(3)	Represents an award of CST RSUs under the CST long-term incentive program. These CST RSUs vest in one-third (1/3) increments each year for three (3) years on the anniversary of the grant date. CST dividend equivalent payments on CST RSUs are paid as and when dividends are declared and paid on CST's outstanding common stock.

(4)	Represents an award of CST Stock Options under the CST long-term incentive program. These CST Stock Options vest in one-third (1/3) increments each 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. Amended and Restated 2013 Omnibus Stock and Incentive Plan, the exercise price for CST Stock Options granted 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.

(6)

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 the consolidated financial statements included in CST's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC for a discussion of all assumptions made in the calculation of this amount.

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(1)	The amounts in the Option Awards section represent awards of CST Stock Options.

(2)	CST Stock Options vest in one-third (1/3) increments each year for three years on the first, second and third anniversaries of the date of grant.

(3)	The amounts in the Stock Awards section include Phantom Units, CST RSUs and CST MSUs.

(4)	The unvested portion of these CST MSU awards will vest in full three (3) years from the date of grant, or at completion of the Merger, whichever comes first.

(5)	For CST RSUs, the amount in this column is based upon a fair market value of $48.15 per share, which was the fair market value of CST’s common stock on December 30, 2016. For the Partnership's phantom units, the amount in this column is based upon a fair market value of $25.16 per unit, which was the price of the Partnership’s common unit on December 30, 2016.

(6)	Represent awards of CST RSUs. The unvested portion of this award will vest on March 10, 2017.

(7)	Represent awards of CST RSUs. The unvested portion of this award will vest in two equal installments on March 12, 2017 and March 12, 2018, or at completion of the Merger, whichever comes first.

(8)	Represent awards of CST RSUs. The unvested portion of this award will vest in three equal annual installments on March 8, 2017, March 8, 2018 and March 8, 2019, or at completion of the Merger, whichever comes first.

(9)	Represent awards of CST RSUs. The unvested portion of this award will vest in two equal installments on March 12, 2017 and March 12, 2018, or at completion of the Merger, whichever comes first.

(10)	Represent awards of CST RSUs. The unvested portion of this award will vest on October 1, 2017.

(11)	Represent awards of CST RSUs. The unvested portion of this award will vest in three equal installments on March 8, 2017, March 8, 2018 and March 8, 2019, or at completion of the Merger, whichever comes first.

(1)	As approved by the Compensation Committee, 47,133 outstanding CST Stock Options were vested and exercised on December 27, 2016.

(2)

Represents an amount that includes one third (1/3) of a CST RSU award vested on March 10, 2016, representing 860 shares of CST common stock, one third (1/3) of a CST RSU award vested on March 12, 2016, representing 940 shares of CST common stock, a CST restricted stock award vested in full on May 6, 2016, representing 1,500 shares of CST common stock, and, as approved by the Compensation Committee, a CST RSU award granted on March 10, 2014 vested in full on December 23, 2016, representing 860 shares of CST common stock, two thirds (2/3) of a CST RSU award granted on March 12, 2015 vested in full on December 23, 2016, representing 1,880 shares of CST common stock, a CST RSU award granted on March 8, 2016 vested in full on December 23, 2016, representing 5,796 shares of CST common stock, and a CST MSU award granted on March 8, 2016 vested in full on December 23, 2016, representing 7,775 shares of CST common stock. In addition, one third (1/3) of an award of phantom units in the Partnership vested on April 14, 2016, representing 1,345 common units of the Partnership.

(3)

Represents an amount that includes one third (1/3) of a CST RSU award vested on March 10, 2016, representing 6,294 shares of CST common stock; one third (1/3) of a CST RSU award vested on March 12, 2016, representing 3,929 shares of CST common stock; a restricted stock award vested in full on May 6, 2016, representing 10,000 shares of CST common stock, and one third (1/3) of a CST restricted stock award vested on May 6, 2016, representing 9,333 shares of CST common stock.

(4)	Represents an amount that includes one third (1/3) of a CST RSU award vested on March 12, 2016, representing 1,135 shares of common CST stock; and one third (1/3) of a CST RSU award vested on October 1, 2016, representing 2,634 shares of common CST stock.

(5)	As approved by the Compensation Committee, 18,198 outstanding CST Stock Options were vested and exercised on December 27, 2016.

(6)	Represents an amount that includes one third (1/3) of a CST RSU award vested on March 23, 2016, representing 467 shares of CST common stock; and as approved by the Compensation Committee, two CST RSU awards granted on March 23, 2015 vested on December 23, 2016, representing 1,585

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(7)	As approved by the Compensation Committee, 9,558 outstanding CST Stock Options were vested and exercised on December 27, 2016.

(8)	As approved by the Compensation Committee, a CST RSU award granted on June 1, 2015 vested on December 23, 2016, representing 706 shares of CST common stock, a CST RSU award granted on March 8, 2016 vested on December 23, 2016, representing 1,563 shares of CST common stock, and a CST MSU award granted on March 8, 2016 vested in full on December 23, 2016 representing 812 shares of CST common stock.

(1)	The sum of the amounts included in these columns is included in the "Change in Pension Value and Non-qualified Deferred Compensation Earning" for 2016 in the Summary Compensation Table for each NEO.

(1)	All amounts in this column are included in the values reflected in the Summary Compensation Table for 2016 in the income category from which they were deferred.

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(1)

Represents the sum of (i) a severance payment to each NEO (except for Mr. Hrinak) under the officer's CST Separation Agreement equal to the product of (a) 1.0 multiplied by (b) the sum of the NEO's annual base salary plus target annual short-term incentive opportunity; plus (ii) a severance payment to each NEO (including Mr. Hrinak) under the EICP of (a) 1.0 multiplied by (b) the sum of the NEO’s annual base salary plus target annual short-term incentive opportunity.

(2)

Represents the sum of (i) a severance payment to each NEO (except for Mr. Hrinak) under the officer's CST Separation Agreement equal to the product of (a) 2.0 (for Messrs. Bergeron and Killinger) or 1.5 (for Messrs. Newsom and Stellato), multiplied by (b) the sum of the NEO’s annual base salary plus target annual short-term incentive opportunity; plus (ii) a severance payment to each NEO (including Mr. Hrinak) according to the terms of the EICP in which due to the cap on payments applicable to (a) Mr. Killinger, his severance payment under the EICP is equal to the severance payment under his CST Separation Agreement; (b) Mr. Hrinak, his severance payment under the EICP is 2.99 multiplied by the sum of his annual salary plus target annual short-term incentive opportunity; and (c) Messrs. Bergeron, Newsom and Stellato, the sum of each of their respective severance payments under the EICP and the CST Separation Agreements cannot exceed 2.99 multiplied by the sum of each of their annual salary plus target annual short-term incentive opportunity for each.

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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 and Bergeron are employees of CST and did not receive any compensation for their services as directors of the Board for the year ended December 31, 2016.

(3)

As part of the compensation to non-employee directors for the period October 1, 2016 to March 31, 2017, each of Messrs. Edwards, Gannon, Reilly and Topper received an equity grant of 1,341 phantom units of the Partnership based upon a fair market value of $26.10 per unit, which was the NYSE closing price of our common units on November 10, 2016. Each of these phantom units will vest in one installment on the anniversary of the date of grant. 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.

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•	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.	Section 5.1(a) is hereby amended and replaced in its entirety as follows:

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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.