PARTNERS’ CAPITAL

On February 25, 2016, the first business day after the payment of the previously announced distribution of $0.5925 per unit for the fourth quarter of 2015, the Board determined that the subordination period under the First Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) ended. At that time, each of the 7,525,000 outstanding subordinated units converted into one common unit.

In March 2016, CrossAmerica issued 93,717 common units (net of units withheld for income taxes) as a result of the vesting of phantom units and conversion of profit interests previously issued primarily to CST employees who provide services principally to CrossAmerica. See Note 13 of the Condensed Notes to Consolidated Financial Statements for additional information.

As approved by the independent conflicts committee of the Board and the executive committee of CST’s board of directors, CrossAmerica and CST mutually agreed to settle, from time to time, the amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in CrossAmerica. On March 31, 2016, CrossAmerica issued 145,137 common units as partial payment for the amounts incurred for the fourth quarter of 2015 under the terms of the Amended Omnibus Agreement. See Note 9 of the Condensed Notes to Consolidated Financial Statements for additional information.

On May 9, 2016, CrossAmerica intends to issue 83,218 limited partner units to CST Services as payment for a portion of the first quarter 2016 management fee, with the remainder to be settled in cash.

Common Unit Repurchase Program

In November 2015, the Board approved a common unit repurchase program under Rule 10b-18 of the Exchange Act authorizing CrossAmerica to repurchase up to an aggregate of $25.0 million of the common units representing limited partner interests in the Partnership. Under the program, CrossAmerica may make purchases in the open market in accordance with Rule 10b-18 of the Exchange Act, or in privately negotiated transactions, pursuant to a trading plan under Rule 10b5-1 of the Exchange Act or otherwise. Any purchases will be funded from available cash on hand. The common unit repurchase program does not require CrossAmerica to acquire any specific number of common units and may be suspended or terminated by CrossAmerica at any time without prior notice. The purchases will not be made from any officer, director or control person of CrossAmerica or CST. The following table shows the purchases during the quarter ended March 31, 2016:



Period	Total Number of Units Purchased	Average Price Paid per Unit		Total Cost of Units Purchased		Amount Remaining under the Program
January 1 - March 31, 2016	112,492	$	24.47	$	2,752,240	$	18,644,689
Total	112,492	$	24.47	$	2,752,240	$	18,644,689

Distributions

Since the closing of our IPO, we have increased our quarterly distribution from $0.4375 per unit to $0.5975 per unit. Quarterly distribution activity for 2016 was as follows:

Quarter Ended

Record Date

Payment Date

Cash Distribution (per unit)

Cash Distribution (in thousands)

December 31, 2015

February 12, 2016

February 24, 2016

0.5925

19,618

The board of directors of CrossAmerica’s General Partner approved a quarterly distribution of $0.5975 per unit attributable to the first quarter of 2016. The distribution is payable on May 31, 2016 to all unitholders of record on May 19, 2016.

Distributions to CST as holder of the IDRs were $0.8 million as of March 31, 2016. IDRs increased due to an increase in the distribution paid per unit and an increase in the number of units outstanding on which the distribution is based.

Partners’ Capital

The following table is a rollforward of our equity for the three months ended March 31, 2016 (in thousands):



	Limited Partners’ Interest
	Common Unitholders					Subordinated Units - Affiliates					Incentive Distribution Rights			Noncontrolling Interest			Total Equity
	Units		Dollars			Units		Dollars			Dollars			Dollars			Dollars
Balance at December 31, 2015	25,585		$	374,458		7,525		$	(105,467	)	$	—		$	(135	)	$	268,856
Net income and comprehensive income			867					141			759			2			1,769
Distributions paid			(15,172		)			(4,459		)	(759		)	(37		)	(20,427		)
Conversion of subordinated units	7,525		(109,785		)	(7,525	)	109,785			—			—			—
Distribution to CST in connection with the purchase of dealer contracts			(2,900		)			—			—			—			(2,900		)
Repurchase of common units	(112	)	(2,752		)			—			—			—			(2,752		)
Issuance of units to CST for the payment of management fees	145		3,345					—			—			—			3,345
Issuance of units for vesting of equity based award and profits interests	94		2,260					—			—			—			2,260
Other			(428		)			—			—			—			(428		)
Balance at March 31, 2016	33,237		$	249,893		—		$	—		$	—		$	(170	)	$	249,723